##### 



Exhibit
10.1
 ASSESSOR PARCEL NUMBERS:
 
 Prepared By and Recorded At The  Request Of:
 
 When Recorded Return To:
 
 FOURTH AMENDED AND RESTATED RECIPROCAL
EASEMENT, USE AND OPERATING AGREEMENT




---



##### 



PageARTICLE 1 CONSTRUCTION OF THE VENETIAN AND THE PALAZZO
    
    
    9Section 1.1 Third Party Warranties/Liquidated Damages
    
    
    9Section 1.2 Intentionally Omitted
    
    
    10Section 1.3 Phase I Encroachments
    
    
    10Section 1.4 Phase II Encroachments
    
    
    10ARTICLE 2 HVAC; ACCESS/UTILITY EASEMENTS; COMMON AREAS
    
    
    12Section 2.1 Central Utility Plants and Electric Substation
    
    
    12Section 2.2 HVAC
    
    
    18Section 2.3 Other Reciprocal Easements
    
    
    29Section 2.4 Common Areas; Access Rights to Effect Maintenance and Repair;
Parking Access; Emergency Access; Vertical and Lateral Support; Miscellaneous
    
    
    37ARTICLE 3 COVENANTS REGARDING SECC AND ADDITIONAL RETAIL SPACE
    
    
    59Section 3.1 SECC Operation
    
    
    59Section 3.2 Other Convention Centers
    
    
    60Section 3.3 Additional Retail Space
    
    
    60ARTICLE 4 OPERATION OF PHASE I HOTEL/CASINO AND PHASE I MALL; OPERATION OF PHASE II HOTEL/CASINO AND PHASE II MALL; TENANT NON-COMPETITION
    
    
    61Section 4.1 Operating Covenants of H/C I Owner and H/C II Owner
    
    
    61Section 4.2 Operating Covenants of Mall I Owner
    
    
    64Section 4.3 Operating Covenants of Mall II Owner
    
    
    79Section 4.4 Exterior Signs, Boards and Banners
    
    
    93ARTICLE 5 COVENANTS REGARDING PHASE I LAND OPERATIONS AND PHASE II LAND OPERATIONS
    
    
    94Section 5.1 Covenants Regarding Phase I Land Operations
    
    
    94Section 5.2 Covenants Regarding Phase II Land Operations
    
    
    116ARTICLE 6 TAXES
    
    
    133ARTICLE 7 PERMANENT PARKING
    
    
    135Section 7.1 Automobile Parking Areas
    
    
    135Section 7.2 Valet Parking
    
    
    135Section 7.3 Parking Spaces
    
    
    136Section 7.4 Employee Parking
    
    
    137Section 7.5 Capital Improvements/Maintenance
    
    
    137Section 7.6 Rights of Others to Use Parking Spaces
    
    
    138
 i




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##### 



PageSection 7.7 Parking Rules and Regulations
    
    
    138Section 7.8 Parking Fees; Maintenance Charges
    
    
    139ARTICLE 8 THE VENETIAN AND THE PALAZZO
    
    
    140Section 8.1 Predevelopment Agreement
    
    
    140Section 8.2 Mechanics Liens
    
    
    140ARTICLE 9 RESTRICTIVE COVENANTS
    
    
    145Section 9.1 Convention Center Non-Competition
    
    
    145Section 9.2 Tenant Non-Competition
    
    
    145Section 9.3 Savings
    
    
    146ARTICLE 10 INSURANCE
    
    
    146Section 10.1 Insurance to be Carried by the Owners
    
    
    146Section 10.2 General Conditions Covering Insurance
    
    
    152Section 10.3 Non-Shared Insurance Premiums, Limit and Deductible Sharing
and Loss Adjustment Process
    
    
    162Section 10.4 Shared Insurance Premiums, Limit and Deductible Sharing and
Loss Adjustment Process
    
    
    163Section 10.5 Insurance Requirements Review
    
    
    169Section 10.6 Insurance to Be Carried By Tenants
    
    
    169Section 10.7 Disputes
    
    
    171ARTICLE 11 DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY
    
    
    171Section 11.1 Casualty
    
    
    171Section 11.2 Cost of Restoration; Uninsured Losses
    
    
    175Section 11.3 Default Under Mortgagees Loan Documents
    
    
    176ARTICLE 12 CONDEMNATION
    
    
    176Section 12.1 Taking of Mall I Space or Mall II Space
    
    
    176Section 12.2 Taking of H/C I Space or H/C II Space
    
    
    177Section 12.3 Taking of More than One Property
    
    
    178Section 12.4 Taking of SECC
    
    
    179Section 12.5 Division of Proceeds
    
    
    179Section 12.6 Temporary Use or Occupancy
    
    
    180Section 12.7 Disputes Between H/C I Owner and Mall I Owner or Between
H/C II Owner and Mall II Owner
    
    
    181Section 12.8 Rights of Trustee to Participate in Proceedings, Jointly
Settle or Compromise
    
    
    181Section 12.9 Mortgagee Consent to Release of Condemnation Award Proceeds
    
    
    181ARTICLE 13 COMPLIANCE WITH LAWS AND OTHER AGREEMENTS
    
    
    182Section 13.1 Legal Requirements
    
    
    182Section 13.2 Gaming Laws
    
    
    184
 ii




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##### 



PageSection 13.3 Other Agreements
    
    
    185ARTICLE 14 MISCELLANEOUS
    
    
    185Section 14.1 Rights and Obligations Run With the Land
    
    
    185Section 14.2 No Merger
    
    
    186Section 14.3 Transfers
    
    
    186Section 14.4 Identity of Mall I Owner and its Officers and Directors;
Identity of Mall II Owner and its Officers and Directors
    
    
    210Section 14.5 Mortgages
    
    
    213Section 14.6 Transferee Liability
    
    
    214Section 14.7 As-Built Survey
    
    
    216Section 14.8 Estoppel Certificates
    
    
    216Section 14.9 Indemnification
    
    
    217Section 14.10 Rights to Cure Default; Payment of Default and Lien
    
    
    219Section 14.11 Rights Perpetual
    
    
    222Section 14.12 Further Assurances
    
    
    223Section 14.13 Rights Irrevocable
    
    
    223Section 14.14 No Joint Venture
    
    
    223Section 14.15 Notices
    
    
    224Section 14.16 Disputes/Independent Expert
    
    
    228Section 14.17 Savings
    
    
    230Section 14.18 No Shared Ownership
    
    
    230Section 14.19 Headings
    
    
    230Section 14.20 Counterparts
    
    
    230Section 14.21 Right to Injunction and Other Remedies
    
    
    230Section 14.22 Waiver of Jury Trial
    
    
    231Section 14.23 No Waiver
    
    
    232Section 14.24 Pronouns
    
    
    232Section 14.25 Construction
    
    
    232Section 14.26 Governing Law
    
    
    232Section 14.27 Entire Agreement
    
    
    232Section 14.28 Recordation
    
    
    232Section 14.29 Successors and Assigns
    
    
    233Section 14.30 Binding and Enforceable Agreements; Independent Obligations
    
    
    233Section 14.31 Shared Costs
    
    
    234Section 14.32 No Duplication of Charges
    
    
    234Section 14.33 Section References
    
    
    234Section 14.34 Modifications Requested by Mortgagees
    
    
    234Section 14.35 Notice to Clark County Building Department
    
    
    235Section 14.36 Other Agreements
    
    
    235ARTICLE 15 ARBITRATION
    
    
    236Section 15.1 Disputes Covered
    
    
    236Section 15.2 Arbitration Procedures
    
    
    236
 iii




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##### 



PageARTICLE 16 CONDOMINIUM
    
    
    238Section 16.1 Preliminary Matters
    
    
    238Section 16.2 Easement
    
    
    239Section 16.3 Electric Substation
    
    
    240Section 16.4 Other Agreements
    
    
    240
 SchedulesSchedule I
    
    -
    
    DefinitionsSchedule II
    
    -
    
    Hotel/Casino/Mall/SECC Common Area ChargesSchedule III
    
    -
    
    Parking Rules and RegulationsExhibitsExhibit A-1
    
    -
    
    The Phase I LandExhibit A-2-1
    
    -
    
    Land Included in the Phase II LandExhibit A-2-2
    
    -
    
    Additional Land Included in the Phase II LandExhibit A-2-3
    
    -
    
    Land Excluded from the Phase II LandExhibit B
    
    -
    
    The SECC LandExhibit C
    
    -
    
    Phase IA AirspaceExhibit D
    
    -
    
    The Mall I AirspaceExhibit E
    
    -
    
    Retail Annex LandExhibit F
    
    -
    
    Mall II AirspaceExhibit G
    
    -
    
    Walgreens AirspaceExhibit H
    
    -
    
    Venetian PerformersExhibit I-1
    
    -
    
    Venetian LogoExhibit I-2
    
    -
    
    Palazzo LogoExhibit J
    
    -
    
    HVAC PlantExhibit K
    
    -
    
    The HVAC SpaceExhibit L
    
    -
    
    Existing Utility EquipmentExhibit M
    
    -
    
    H/C I Pass-through Areas, H/C-Mall I Common Areas, Mall I Pass-through Areas, SECC
Pass-through Areas, H/C I Limited Common Areas, Mall I Limited Common Areas, Mall I H/C
Exclusive Areas, H/C II Pass-through Areas, H/C-Mall II Common Areas, Mall II Pass-through
Areas, H/C II Limited Common Areas, Mall II Limited Common Areas, Mall II H/C Exclusive AreasExhibit N
    
    -
    
    Residential PortionExhibit O
    
    -
    
    SECC Insurance ObligationsExhibit P
    
    -
    
    Contractor Safety Permit ProcessExhibit Q
    
    -
    
    Compliance with Other AgreementsExhibit R-1
    
    -
    
    Venetian Logo Style GuideExhibit R-2
    
    -
    
    Phase II Mall Logo Style GuideExhibit S
    
    -
    
    Parking Access EasementsExhibit T
    
    -
    
    Phase II Mall Restaurant Tenant LocationsExhibit U-1
    
    -
    
    Grand Canal Shoppes LogoExhibit U-2
    
    -
    
    Phase II Mall LogoExhibit V
    
    -
    
    Predevelopment AgreementExhibit W
    
    -
    
    Phase I and Phase II Automobile Parking Areas
 iv




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##### 



Exhibit X
    
    -
    
    Directional Signage and Duratran UnitsExhibit Y
    
    -
    
    Certain Lease ProvisionsExhibit Z
    
    -
    
    Gaming Authority Lease Provision
 v




---



##### 



FOURTH AMENDED AND RESTATED RECIPROCAL EASEMENT,
USE AND OPERATING AGREEMENT
 Agreement Phase I LLC LVSI Phase II LLC Lido Mall II LLC Mall I LLC Mall
Subsidiary LLC




---



##### 



2 Interface Palazzo Condo
   Interim Mall I
LLC Original REA




---



##### 



3  Second REA
 Third REA




---



##### 



4 First Amendment to Third REA Third Amended
and Restated REA
 Exhibit A-1 Phase I Land Exhibit A-2-1 Exhibit A-2-2 Exhibit A-2-3 Phase II Land
 Venetian




---



##### 



5 H/C I Space Exhibit C Phase IA Airspace
 Cap II Third Amendment Exhibit G Walgreens Airspace Leasehold Walgreens Airspace Exhibit N Residential Portion
 Exhibit B SECC Land




---



##### 



6 SECC
  Mall I Space Exhibit D Mall I
Airspace Exhibit E Retail Annex Land Phase I Mall Mall I
Owner
 Palazzo Integrated Resort




---



##### 



7 Mall II Space Exhibit F Mall II Airspace Phase II Mall Mall II Owner
 H/C II Space
 SECC Owner H/C I
Owner




---



##### 



8 H/C II Owner
   W I T N E S S E T H




---



##### 



9  CONSTRUCTION OF THE VENETIAN AND THE PALAZZO
 Third Party Warranties/Liquidated Damages
 Third Party Warranty Owner Requesting Warranty Owner




---



##### 



10 Intentionally Omitted
 Phase I Encroachments H/C I Encroachment Mall I Encroachment Phase I
Encroachments Phase I Encroachment Easements
 Phase II Encroachments
 H/C II Encroachment Mall II
Encroachment Residential Portion Encroachment Phase II
Encroachments Phase II




---



##### 



11 Encroachments Phase II
Encroachment Easements




---



##### 



12    HVAC; ACCESS/UTILITY EASEMENTS; COMMON AREAS
 Central Utility Plants and Electric Substation.
 Intentionally Omitted.
 Electric Substation.
 Electric
Substation




---



##### 



13 de minimis
 de minimis




---



##### 



14  de minimis




---



##### 



15 de minimis
 de minimis




---



##### 



16  provided however




---



##### 



17  provided




---



##### 



18  provided
  HVAC
 HVAC Ground Lease HVAC
Ground Lease Exhibit K HVAC Space Exhibit K




---



##### 



19 provided however
   Intentionally Omitted
 Extension/Termination of HVAC Operator
 Extension/Termination on Scheduled Termination Date Prior to Material Amortization
Date Relevant Serviced Owners




---



##### 



20 provided however




---



##### 








---



##### 



22    inter alia




---



##### 



23    Termination in the Event of Major Default




---



##### 



24 Material Default Termination Date pro rata




---



##### 



25  inter alia




---



##### 



26  Extension/Termination on or after the Material Amortization Date Replacement HVAC Plant
Plan




---



##### 



27  Termination Other than by an Owner
 Termination of HVAC Ground Lease
 Amendment of ESAs ESA Amendment
 Obligations of Substitute HVAC Operator provided however




---



##### 



28  Payments Under Mall I Owners ESA




---



##### 



29  Extension of HVAC Service to Mall II Owner
 Other Reciprocal Easements
 Utility Equipment
 Grant of H/C I Owner




---



##### 



30 Utility Activity Utility Equipment Exhibit L Existing Utility Equipment
 provided




---



##### 



31  Grant of Mall I Owner
  provided de minimis de




---



##### 



32 minimis
 Grant of H/C II Owner
  provided




---



##### 



33  Grant of SECC Owner
  provided




---



##### 



Grant of Mall II Owner
  provided
 Rights of Burdened Parties; Obligations of Benefited Parties
 provided




---



##### 








---



##### 



provided




---



##### 



Common Areas; Access Rights to Effect Maintenance and Repair; Parking Access; Emergency
Access; Vertical and Lateral Support; Miscellaneous
 Easements for Pass-through Areas and Common Areas
  provided




---



##### 



provided
 provided




---



##### 



provided
 provided




---



##### 



provided de minimis




---



##### 



provided de minimis
 provided de minimis




---



##### 



provided de minimis
 Right to Relocate, Increase or Decrease Pass-through Areas, Limited Common Areas,
H/C-Mall I Common Areas and H/C-Mall II Common Areas; Owner Cooperation re: Expansion of
Pass-through Areas
 provided de minimis
 provided de minimis




---



##### 



provided de minimis de minimis
 provided de minimis
 provided de minimis




---



##### 



provided de minimis de minimis
 provided




---



##### 



de minimis
   Access Rights to Effect Maintenance and Repair




---



##### 



provided




---



##### 



provided




---



##### 



provided




---



##### 



provided




---



##### 








---



##### 



provided




---



##### 



provided
 Parking Access Easements
 Parking Access Easement Exhibit S




---



##### 



Exhibit S
 provided de minimis de minimis
 Emergency Access Rights




---



##### 



provided
 provided
 Easements for Vertical and Lateral Support




---



##### 



Miscellaneous
 provided de minimis de minimis de minimis
 provided




---



##### 



Antennae provided however




---



##### 



Mall I H/C Exclusive Areas
 Mall II H/C Exclusive Areas




---



##### 



58  Residential Portion H/C Exclusive Areas and Residential Portion Mall II Exclusive
Areas




---



##### 



59   COVENANTS REGARDING SECC AND ADDITIONAL RETAIL SPACE
 SECC Operation Adjacent Land




---



##### 



60  Other Convention Centers Convention Center
 Additional Retail Space




---



##### 



61   OPERATION OF PHASE I  HOTEL/CASINO AND PHASE I MALL; OPERATION OF PHASE II  HOTEL/CASINO AND PHASE II MALL;  TENANT NON-COMPETITION
 Operating Covenants of H/C I Owner and H/C II Owner




---



##### 



62   Sports Book Space




---



##### 



63




---



##### 



64  Operating Covenants of Mall I Owner




---



##### 



65  Required Phase I Mall Standard; Identity of Tenants of Phase I Mall; Prohibited
Phase I Mall Uses
 Mall I
Occupant




---



##### 



66




---



##### 



67




---



##### 



68




---



##### 



69     Venetian Theme Venetian Theme




---



##### 



70 Venetian Performers Exhibit H
 Grand Canal Shoppes Name; Right to Use Venetian Logo




---



##### 



71 Venetian Name Exhibit I-1 Venetian Logo provided however Exhibit R-1




---



##### 



72




---



##### 



73    Grand Canal Shoppes Name Exhibit U-1 Grand Canal
Shoppes Logo provided however Exhibit R-1




---



##### 



74   Directional Signage




---



##### 



75 Exhibit X Exhibit X Exhibit X
 Hours of Phase I Mall Operation Hours of Operation
 Required Provisions in Standard Form of Mall Leases




---



##### 



76  Exhibit Y
 Exhibit Z Exhibit Z Exhibit Z




---



##### 



Duratran Units Exhibit X Exhibit X
 Marketing/Advertising
 Compliance with Gaming Laws




---



##### 



78 Proposed Lease Proposed Tenant




---



##### 



79  H/C I Owner Obligations to Tenants
 Operating Covenants of Mall II Owner
  Required Phase II Mall Standard; Identity of Tenants of Phase II Mall; Prohibited
Phase II Mall Uses




---



##### 



80 Mall II Occupant




---



##### 



81




---



##### 



82




---



##### 



83        Palazzo Mall Requirements




---



##### 



84  The Shoppes at The Palazzo Name; Right to Use the Palazzo Logo




---



##### 



85 Palazzo Name Exhibit I-2 Palazzo
Logo The Shoppes at The Palazzo Name Exhibit U-2 The Shoppes at The Palazzo Logo provided however Exhibit R-2 Exhibit R-2




---



##### 



86




---



##### 



87




---



##### 



88 Exhibit R-2




---



##### 



89   Directional Signage




---



##### 



90 Exhibit X Exhibit X Exhibit X
 Hours of Phase II Mall Operation
 Required Provisions in Standard Form of Mall Leases




---



##### 



91  Exhibit Z Exhibit Z Exhibit Z
 Intentionally Omitted
 Duratran Units and Kiosks
 Marketing/Advertising




---



##### 



92  Compliance with Gaming Laws




---



##### 



93  Exterior Signs, Boards and Banners




---



##### 



94   COVENANTS REGARDING PHASE I LAND OPERATIONS  AND PHASE II LAND OPERATIONS
 Covenants Regarding Phase I Land Operations
 H/C-Mall I Common Areas; H/C I Pass-through Areas; H/C I Limited Common Areas;
Venetian Building Shell and Core




---



##### 



95 Permitted Maintenance




---



##### 



96




---



##### 



97  Venetian Building Shell and Core




---



##### 



98




---



##### 



99 No Obstructions to H/C I Pass-through Areas, the H/C-Mall I Common Areas and the
H/C I Limited Common Areas
  Cost Sharing
 Mall I Owners Share Mall II Owners Share Schedule II




---



##### 



100 SECC Owners Share
 provided that Schedule II




---



##### 



101  Mall I
Owners Common Area Charge Obligations Mall II Owners Common Area Charge
Obligations SECC Owners Common Area Charge Obligations
 Operating Expense Statement




---



##### 



102 Supporting
Documentation




---



##### 



103




---



##### 



104  H/C I Space, Phase I Hotel/Casino Maintenance and Repair




---



##### 



Mall I Pass-through Areas, Mall I Space and Phase I Mall Maintenance and Repair




---



##### 



106




---



##### 



107




---



##### 



108    No Obstructions to Mall I Pass-through Areas




---



##### 



109 Alterations
    Material Alteration




---



##### 



110




---



##### 



111 provided provided
 Alteration Requirements




---



##### 



112 de minimis




---



##### 



113  Exhibit P Exhibit P
  Contractor Insurance




---



##### 



114     Payment of Other Owners Expenses




---



##### 



115  Trade Fixtures and Personal Property provided
 Negative Covenants With Respect to Floor Loads
 Shared Security Operations




---



##### 



116  Covenants Regarding Phase II Land Operations
 H/C-Mall II Common Areas; H/C II Pass-through Areas; H/C II Limited Common Areas;
Palazzo Building Shell and Core




---



##### 



117




---



##### 



118




---



##### 



119  Palazzo Building Shell and
Core




---



##### 



120




---



##### 



121 No Obstructions to H/C II Pass-through Areas, the H/C-Mall II Common Areas and the
H/C II Limited Common Areas
  Intentionally Omitted
 H/C II Space, Phase II Hotel/Casino Maintenance and Repair




---



##### 



122   Mall II Pass-through Areas, Mall II Space and Phase II Mall Maintenance and
Repair




---



##### 



123




---



##### 



124




---



##### 



125    No Obstructions to Mall II Pass-through Areas




---



##### 



126  Alterations




---



##### 



127




---



##### 



128 provided provided
 Alteration Requirements




---



##### 



129      Exhibit P




---



##### 



130 Exhibit P
  Contractor Insurance




---



##### 



131     Payment of Other Owners Expenses
 Trade Fixtures and Personal Property




---



##### 



132 provided
 Negative Covenants With Respect to Floor Loads
 Shared Security Operations




---



##### 



133   TAXES
  Owners to Pay Taxes Taxes




---



##### 



134  Right to Contest provided however
 Bills Bill




---



##### 



135 Failure to Pay Taxes Interest Rate provided however
  PERMANENT PARKING
 Automobile Parking Areas
 Valet Parking




---



##### 



136 Parking Spaces
 provided provided
 Minimum Parking Standards provided however




---



##### 



137  Employee Parking provided however provided however
 Capital Improvements/Maintenance




---



##### 



138  Rights of Others to Use Parking Spaces
 Parking Rules and Regulations
 Parking Rules and
Regulations provided




---



##### 



139 Schedule III
  Parking Fees; Maintenance Charges




---



##### 



140  THE VENETIAN AND THE PALAZZO
 Predevelopment Agreement Exhibit V
 Mechanics Liens




---



##### 



141




---



##### 



142




---



##### 



143




---



##### 



144  Discharging
Party




---



##### 



145  RESTRICTIVE COVENANTS
 Convention Center Non-Competition
  Tenant Non-Competition




---



##### 



146  Savings
  INSURANCE
 Insurance to be Carried by the Owners
 Insurance to Be Carried by H/C I Owner Shared Insurance
 All Risk Property Insurance




---



##### 



147 
 Business Interruption Insurance




---



##### 



148 provided however Combined Policy
 Terrorism Insurance




---



##### 



149 Participating Owner
 Insurance as to Each Owner
 Commercial General Liability Insurance
 Automobile Liability Insurance




---



##### 



150  Workers Compensation Insurance
 Umbrella/Excess Liability Insurance
 Impairment of Limits




---



##### 



151 provided provided
 Opting-Out Owners Opting-Out Owner




---



##### 



152  Additional Coverage Purchasing Owner Additional
Coverage
 General Conditions Covering Insurance
 Insurer Requirements




---



##### 



153 Bests
  Additional Insured Requirements




---



##### 



154 Loss Payees
 Evidence of Insurance
 Trustee
 Duties




---



##### 



155  Pledge of Collateral




---



##### 



156  Casualty Casualty
 Interim Payments provided




---



##### 



157  Final Payment provided
 Excess Proceeds
  Approval of Certain Insurance




---



##### 



158 provided
 Right to Cure




---



##### 



159  Mortgagee Consent to Release of Proceeds




---



##### 



160  Mutual Release; Waiver of Subrogation
 Insurance Not Commercially Available provided




---



##### 



161 Commercially Available
 Policies on claims-made basis




---



##### 



162  Termination
 Non-Shared Insurance Premiums, Limit and Deductible Sharing and Loss
Adjustment Process
 Premiums
 Limit and Deductible Sharing




---



##### 



163 Loss Adjustment
 Shared Insurance Premiums, Limit and Deductible Sharing and Loss Adjustment
Process
 Insurance Share
 Allocation




---



##### 



164  Factors Phase I Casino Level Leased Space Phase I Casino
Level Master Lease Phase II Casino Level Leased Space Phase II Casino Level Master
Lease




---



##### 



165 Changes in Property Electing Owner
 Payment of Shared Insurance Costs




---



##### 



166   Loss Limits and Deductibles
 Terrorism




---



##### 



167 provided however
 Loss In Excess of Insurance Limit




---



##### 



168 Loss Adjustment
 Disputes




---



##### 



169  Insurance Requirements Review Insurance
Report
 Insurance to Be Carried By Tenants




---



##### 



170  Replacement Cost Coverage
 Business Interruption
 General Liability
 Automobile Liability
 Workers Compensation
 Liquor
 Umbrella




---



##### 



171  Disputes
  DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY
 Casualty
 Phase I Mall; Phase II Mall




---



##### 



172




---



##### 



173  Phase I Hotel/Casino; Phase II Hotel/Casino
 Casualty Affecting More than One Property




---



##### 



174  Cooperation
 SECC




---



##### 



175 mutatis mutandis
 Cost of Restoration; Uninsured Losses
 Cost of Restoration Insurance Proceeds Shortfall
 Uninsured Loss Uninsured
Loss Uninsured Loss Contribution




---



##### 



176  Default Under Mortgagees Loan Documents
  CONDEMNATION
 Taking of Mall I Space or Mall II Space
 Taking Authority Taking




---



##### 



177   Taking of H/C I Space or H/C II Space




---



##### 



178   Taking of More than One Property




---



##### 



179  Taking of SECC Exhibit O
 Division of Proceeds provided




---



##### 



180  Temporary Use or Occupancy




---



##### 



181 Disputes Between H/C I Owner and Mall I Owner or Between H/C II Owner and
Mall II Owner
 Rights of Trustee to Participate in Proceedings, Jointly Settle or
Compromise
 Mortgagee Consent to Release of Condemnation Award Proceeds




---



##### 



182 provided
  COMPLIANCE WITH LAWS AND OTHER AGREEMENTS
 Legal Requirements




---



##### 



183




---



##### 



184  Gaming Laws Gaming Authorities




---



##### 



185 Other Agreements Exhibit Q
  MISCELLANEOUS
 Rights and Obligations Run With the Land Rights and Obligations




---



##### 



186  No Merger
 Transfers
 Person Interest Holder




---



##### 



187 Subdivided Interest
Holder
    Agent




---



##### 



188




---



##### 



189  Restrictions on Phase I Mall Sales
  provided however




---



##### 



190 Mall I Asset Phase I Mall Sale




---



##### 



191




---



##### 



192




---



##### 



193 Phase I Mall Foreclosure Sale




---



##### 



194  ab initio
 Mall I Mortgage Mall I Mortgage Default Notice Curable Default provided




---



##### 



Mall I Loan Documents




---



##### 



196 Acceleration
Notice Buy-Out Option Mall I
Loan




---



##### 



197




---



##### 



198  Proposed Transferee provided however




---



##### 



199  Restrictions on Phase II Mall Sales
  provided however




---



##### 



200   Mall II Asset Phase II Mall
Sale




---



##### 



201




---



##### 



202




---



##### 



203




---



##### 



204 Phase II Mall Foreclosure
Sale
  ab initio




---



##### 



205 Mall II Mortgage Mall II Mortgage
Default Notice provided Mall II
Loan Documents




---



##### 



206  Mall II Loan




---



##### 



207




---



##### 



208




---



##### 



209 provided however




---



##### 



210  Identity of Mall I Owner and its Officers and Directors; Identity of Mall II
Owner and its Officers and Directors
 New Mall I Individual




---



##### 



211  New Mall II
Individual




---



##### 



212




---



##### 



213  Mortgages




---



##### 



214  provided however
 Transferee Liability
 Transferee




---



##### 



215 Transferor
 provided however




---



##### 



216  As-Built Survey
 Estoppel Certificates




---



##### 



217  Indemnification




---



##### 



218




---



##### 



219 Rights to Cure Default; Payment of Default and Lien
 Defaulting Party
 provided however




---



##### 



220 provided however provided




---



##### 



221




---



##### 



222 Cure Reimbursement Amount
 Rights Perpetual




---



##### 



223  Further Assurances
 Rights Irrevocable
 No Joint Venture




---



##### 



224 Notices




---



##### 



225




---



##### 



226 Form Notice
 Exhibit A  REA
 Existing Mortgages Existing
Phase I Mortgagee Existing Phase II Mortgagee Existing SECC
Mortgagee Existing Residential Portion Mortgagee Existing Mall I Loan Existing Mall II Loan




---



##### 



227




---



##### 



228  Disputes/Independent Expert Disputing Parties




---



##### 



229 Independent Expert




---



##### 



230  Savings.
 No Shared Ownership
 Headings
 Counterparts
 Right to Injunction and Other Remedies




---



##### 



231 Exhibit R-2
  Waiver of Jury Trial




---



##### 



232 No Waiver
 Pronouns
 Construction in
 Governing Law
 Entire Agreement
 Recordation




---



##### 



233 Successors and Assigns
 Binding and Enforceable Agreements; Independent Obligations




---



##### 



234  Funds Held by Trustee
 Shared Costs provided
 No Duplication of Charges
 Section References
 Modifications Requested by Mortgagees




---



##### 



235  Notice to Clark County Building Department Building Department
 Other Agreements




---



##### 



ARBITRATION
 Disputes Covered provided however
 Arbitration Procedures
 Arbitrating Parties




---



##### 



237




---



##### 



238    CONDOMINIUM
 Preliminary Matters
 Phase I Easement Phase I Portion
 Phase II Easement Phase II Portion
 Condominium Space Condominium




---



##### 



239 Condominium Owner Residential Interest
 Easement




---



##### 



240  Electric Substation
 Other Agreements Condo Matters




---



##### 



241  Condo Effective Date




---



##### 



242  Condo
Amendment




---



##### 



243  VENETIAN CASINO RESORT, LLCBy: Las Vegas Sands, LLC, as managing memberBy:
    
    /s/ Robert G. Goldstein

Name: Robert G. GoldsteinTitle: Senior Vice President
 INTERFACE GROUP-NEVADA, INC.By:
    
    /s/ Robert P. RozekName: Robert P. RozekTitle: Senior Vice PresidentPALAZZO CONDO TOWER, LLCBy: [Las Vegas Sands, LLC, as managing member]By:
    
    /s/ Robert G. Goldstein

Name: Robert G. GoldsteinTitle: Senior Vice President




---



##### 



244 
 PHASE II MALL SUBSIDIARY, LLCBy: Palazzo Exchange, LLC, its sole memberBy: CDECRE, LLC, its sole memberBy:
    
    /s/ Mary Cunningham-Watson

Name: Mary Cunningham-Watson
Title: PresidentGRAND CANAL SHOPS II, LLCBy:
    
    /s/ Bernard FreibaumName: Bernard FreibaumTitle: Authorized Officer




---



##### 



245 
 GGP-CANAL SHOPPES L.L.C.
By: GGP HOLDING II, INC.,
       its sole memberBy:
    /s/ Bernard FreibaumName:
    Bernard FreibaumTitle:
    Authorized OfficerGGP HOLDING II, INC.By:
    /s/ Bernard FreibaumName:
    Bernard FreibaumTitle:
    Authorized OfficerGGP HOLDING, INC.By:
    /s/ Bernard FreibaumName:
    Bernard FreibaumTitle:
    Authorized OfficerGENERAL GROWTH PROPERTIES, INC.By:
    /s/ Bernard FreibaumName:
    Bernard FreibaumTitle:
    Authorized Officer




---



##### 



246 
 State of Nevada
    
    
    )
:
    
    
    ss.:County of Clark
    
    
    )
  By:
    
    /s/ Jason Pederson(Signature of notarial officer):Name:
    

    Jason Pederson(Seal, if any)
    
    Title:
    
    Notary Public, State of NevadaMy commission expires: January 16, 2010




---



##### 



247 State of Nevada
    
    
    ):
    
    
    ss.:County of Clark
    
    
    )
  By:
    
    /s/ Jason Pederson(Signature of notarial officer)Name:
    
    Jason Pederson(Seal, if any)
    
    Title:
    
    Notary Public, State of NevadaMy commission expires: January 16, 2010




---



##### 



248 State of Nevada
    
    
    ):
    
    
    ss.:County of Clark
    
    
    )
  By: /s/ Jason Pederson(Signature of notarial officer)Name: Jason Pederson(Seal, if any)
    
    Title: Notary Public, State of NevadaMy commission expires: January 16, 2010




---



##### 



249 State of Illinois
    
    
    ):
    
    
    ss.:County of Cook
    
    
    )
  By: /s/ Isabella J. Herrera(Signature of notarial officer)Name: Isabella J. Herrera(Seal, if any)
    
    Title: Notary Public, State of IllinoisMy commission expires: April 13, 2009




---



##### 



State of Illinois
    
    ):
    
    ss.:County of Cook
    
    )
  By:
    
    /s/ Kathleen Dempsey Boyle(Signature of notarial officer)Name:
    
    Kathleen Dempsey Boyle(Seal, if any)
    
    Title:
    
    Notary Public, State of IllinoisMy commission expires: April 2, 2009




---



##### 



251 State of Illinois
    
    ): ss.:County of Cook
    
    )
  By:
    
    /s/ Kathleen Dempsey Boyle(Signature of notarial officer)Name:
    
    Kathleen Dempsey Boyle(Seal, if any)
    
    Title:
    
    Notary Public, State of IllinoisMy commission expires: April 2, 2009




---



##### 



252 State of Illinois
    
    ):
    
    ss.:County of Cook
    
    )
  By:
    
    /s/ Kathleen Dempsey Boyle(Signature of notarial officer)Name:
    
    Kathleen Dempsey Boyle(Seal, if any)
    
    Title:
    
    Notary Public, State of IllinoisMy commission expires: April 2, 2009




---



##### 



253 State of Illinois
    
    ):
    
    ss.:County of Cook
    
    )
  By:
    
    /s/ Kathleen Dempsey Boyle(Signature of notarial officer)Name:
    
    Kathleen Dempsey Boyle(Seal, if any)
    
    Title:
    
    Notary Public, State of IllinoisMy commission expires: April 2, 2009




---



##### 



254 State of Illinois
    
    ):
    
    ss.:County of Cook
    
    )
  By:
    
    /s/ Kathleen Dempsey Boyle(Signature of notarial officer)Name:
    
    Kathleen Dempsey Boyle(Seal, if any)
    
    Title:
    
    Notary Public, State of Illinois




---



##### 



255  Definitions
 Schedule I
 Accounting Period
 Adelson
 Affected Mortgagee
 Affiliate
 Alteration
 Architect
 Automobile Parking Area




---



##### 



256 Bank Credit Agreement
 Business Day
 Buy-Out Option Purchase Price




---



##### 



257  Clark County
 Commencement Date
 Commercially Reasonable Owner
 Competitor
 Control
 CPI
 CPI Adjustment
 CPI Increase
 Destination Areas




---



##### 



258  Effective Date
 Electricity Provider
 Employee Parking Garage
 ESA
 Expiration Date
 Facilities




---



##### 



259  Financial Covenant
 First-class provided however
 Force Majeure Event




---



##### 



260  Full Replacement Cost
 Gaming Licenses
 Governmental Authority(ies)




---



##### 



261  H/C I Limited Common Areas Exhibit M
 H/C I Pass-through Areas Exhibit M
 H/C II Limited Common Areas Exhibit M
 H/C II Pass-through Areas Exhibit M
 H/C-Mall I Common Areas Exhibit M
 H/C-Mall II Common Areas




---



##### 



262 Exhibit M
 Hotel/Casino/Mall/SECC Common Area Charges




---



##### 



263  HVAC Facilities
 HVAC Plant Exhibit J




---



##### 



264 HVAC Plant Percentage
 Independent
 Initial ESAs
 Insurance Share
 Lease
 Legal Requirements




---



##### 



265  Limited Common Areas
 Liquidated Damages
 Lot
 Maintenance




---



##### 



266 Mall I H/C Exclusive Areas Exhibit M
 Mall I Limited Common Areas Exhibit M
 Mall I Mortgagee
 Mall I Pass-through Areas Exhibit M
 Mall I Property
 Mall II Buyer
 Mall II H/C Exclusive Areas Exhibit M
 Mall II Limited Common Areas Exhibit M
 Mall II Mortgagee
 Mall II Pass-through Areas Exhibit M




---



##### 



267 Mall II Property
 Material Adverse Effect
 Material Amortization Date
 Metering Equipment
 Mortgage




---



##### 



268 Mortgagee provided however provided further
 Owner
 Parking Access Easement Area
 Parking Spaces
 Party Parties
 Pass-through Areas




---



##### 



269  Permittee
 Phase I Automobile Parking Area South Garage Exhibit W
 Phase I Base Building
 Phase I Casino
 Phase I Common Areas
 Phase I Hotel




---



##### 



270 Phase I Hotel/Casino
 Phase IA
 Phase IA Conference Center
 Phase II Automobile Parking Area Exhibit W
 Phase II Base Building
 Phase II Casino




---



##### 



271 Phase II Common Areas
 Phase II Hotel
 Phase II Hotel/Casino
 Phase II Mall Agreement
 Qualifying ESA
 Recorders Office
 Residential Portion Owner




---



##### 



272 Scheduled Termination Date
 SECC Pass-through Areas Exhibit
M
 Sempra
 Sempra Term
 Serviced Owner
 Tax Year
 Tenant
 Tenant Space
 Term




---



##### 



Third Party Warranties
 Trustee provided
  Term
    
    SectionAcceleration Notice
    
    14.3.4.7Additional Coverage
    
    10.1.4Adjacent Land
    
    Section 3.1Agent
    
    14.3.3Agreement
    
    PreambleArbitrating Parties
    
    15.2.1Bests
    
    10.2.1.1




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##### 



274 Term
    
    SectionBill
    
    6.1.3Building Department
    
    Section 14.35Buy-Out Option
    
    14.3.4.7Cap II
    
    RecitalsCasualty
    
    10.2.5.3Combined Policy
    
    10.1.1.2Commercially Available
    
    10.2.8Condo Amendment
    
    16.4.7Condo Effective Date
    
    16.4.2Condo Matters
    
    Section 16.4Condominium
    
    16.1.3Condominium Owner
    
    16.1.4Condominium Space
    
    16.1.3Convention Center
    
    Section 3.2Curable Default
    
    14.3.4.6Cure Reimbursement Amount
    
    14.10.3Defaulting Party
    
    14.10.1Discharging Party
    
    8.2.7Disputing Parties
    
    Section 14.16Electing Owner
    
    10.4.1.1.2Electric Substation
    
    2.1.2.1ESA Amendment
    
    2.2.7Existing Mall I Loan
    
    14.15.2Existing Mall II Loan
    
    14.15.2Existing Mortgages
    
    14.15.2Existing Phase I Mortgagee
    
    14.15.2Existing Phase II Mortgagee
    
    14.15.2Existing Residential Portion Mortgagee
    
    14.15.2Existing SECC Mortgagee
    
    14.15.2Existing Utility Equipment
    
    2.3.2.1First Amendment to Third REA
    
    RecitalsForm Notice
    
    14.15.2Gaming Authorities
    
    Section 13.2Grand Canal Shoppes Logo
    
    4.2.4.2.1Grand Canal Shoppes Name
    
    4.2.4.2.1H/C I Encroachment
    
    Section 1.3H/C I Owner
    
    RecitalsH/C I Space
    
    RecitalsH/C II Encroachment
    
    1.4.1H/C II Owner
    
    RecitalsH/C II Space
    
    RecitalsHours of Operation
    
    4.2.6HVAC Ground Lease
    
    2.2.1HVAC Space
    
    2.2.1Independent Expert
    
    Section 14.16




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##### 



275 Term
    
    SectionInsurance Proceeds Shortfall
    
    11.2.1Insurance Report
    
    Section 10.5Integrated Resort
    
    RecitalsInterest Holder
    
    14.3.1Interest Rate
    
    6.1.4Interface
    
    PreambleInterim Mall I LLC
    
    RecitalsLido
    
    PreambleLVSI
    
    PreambleMajor Default
    
    2.2.3.2Mall Subsidiary LLC
    
    PreambleMall I Airspace
    
    RecitalsMall I Asset
    
    14.3.4.2.1Mall I Encroachment
    
    Section 1.3Mall I LLC
    
    PreambleMall I Loan
    
    14.3.4.7Mall I Loan Documents
    
    14.3.4.6Mall I Mortgage
    
    14.3.4.6Mall I Mortgage Default Notice
    
    14.3.4.6Mall I Occupant
    
    4.2.2.1Mall I Owner
    
    RecitalsMall I Owners Common Area Charge Obligations
    
    5.1.3.4Mall I Owners Share
    
    5.1.3.1Mall I Space
    
    RecitalsMall II Airspace
    
    RecitalsMall II Asset
    
    14.3.5.2.1Mall II Encroachment
    
    1.4.1Mall II LLC
    
    PreambleMall II Loan
    
    14.3.5.7Mall II Loan Documents
    
    14.3.5.6Mall II Mortgage
    
    14.3.5.6Mall II Mortgage Default Notice
    
    14.3.5.6Mall II Occupant
    
    4.3.2.1Mall II Owner
    
    RecitalsMall II Owners Common Area Charge Obligations
    
    5.1.3.4Mall II Owners Share
    
    5.1.3.1Mall II Space
    
    RecitalsMaterial Alteration
    
    5.1.7.4Material Default Termination Date
    
    2.2.3.2.1Minimum Parking Standards
    
    7.3.2New Mall I Individual
    
    14.4.1New Mall II Individual
    
    14.4.2Operating Expense Statement
    
    5.1.3.5Opting-Out Owner
    
    10.1.3Original REA
    
    Recitals




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##### 



276 Term
    
    SectionPalazzo
    
    RecitalsPalazzo Building Shell and Core
    
    5.2.1.2Palazzo Condo
    
    PreamblePalazzo Logo
    
    4.3.4.1.1Palazzo Name
    
    4.3.4.1.1Parking Access Easement
    
    2.4.4.1Parking Rules and Regulations
    
    7.7.1Participating Owner
    
    10.1.1.3Permitted Maintenance
    
    5.1.1.1Person
    
    14.3.1Phase I Easement
    
    16.1.1Phase I Portion
    
    16.1.1Phase I Casino Level Leased Space
    
    10.4.1.1.1Phase I Casino Level Master Lease
    
    10.4.1.1.1Phase I Encroachment Easements
    
    Section 1.3Phase I Encroachments
    
    Section 1.3Phase I Land
    
    RecitalsPhase I LLC
    
    PreamblePhase I Mall
    
    RecitalsPhase I Mall Foreclosure Sale
    
    14.3.4.3Phase I Mall Sale
    
    14.3.4.2.1Phase IA Airspace
    
    RecitalsPhase II Casino Level Leased Space
    
    10.4.1.1.1Phase II Casino Level Master Lease
    
    10.4.1.1.1Phase II Easement
    
    16.1.2Phase II Encroachment Easements
    
    1.4.1Phase II Encroachments
    
    1.4.1Phase II Land
    
    RecitalsPhase II LLC
    
    PreamblePhase II Mall
    
    RecitalsPhase II Mall Foreclosure Sale
    
    14.3.5.3Phase II Mall Sale
    
    14.3.5.2.1Phase II Portion
    
    16.1.2Proposed Lease
    
    4.2.11Proposed Tenant
    
    4.2.11Proposed Transferee
    
    14.3.4.11Purchasing Owner
    
    10.1.4REA
    
    14.15.2Relevant Serviced Owners
    
    2.2.3.1Replacement HVAC Plant Plan
    
    2.2.4Requesting Warranty Owner
    
    1.1.1Residential Interest
    
    16.1.4Residential Portion
    
    RecitalsResidential Portion Encroachment
    
    1.4.1Retail Annex Land
    
    Recitals




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##### 



277 Term
    
    SectionRights and Obligations
    
    Section 14.1SECC
    
    RecitalsSECC Land
    
    RecitalsSECC Owner
    
    RecitalsSECC Owners Common Area Charge Obligations
    
    5.1.3.4SECC Owners Share
    
    5.1.3.1Second REA
    
    RecitalsShared Insurance
    
    10.1.1Sports Book Space
    
    4.1.2Subdivided Interest Holder
    
    14.3.1.1Supporting Documentation
    
    5.1.3.5Taking
    
    12.1.1Taking Authority
    
    12.1.1Taxes
    
    6.1.1The Shoppes at The Palazzo Logo
    
    4.3.4.1.1The Shoppes at The Palazzo Name
    
    4.3.4.1.1Third Amended and Restated REA
    
    RecitalsThird Amendment
    
    RecitalsThird Party Warranty Owner
    
    1.1.1Third REA
    
    RecitalsTransferee
    
    14.6.1Transferor
    
    14.6.1Uninsured Loss
    
    11.2.2Uninsured Loss Contribution
    
    11.2.2Utility Activity
    
    2.3.2.1Utility Equipment
    
    2.3.2.1Venetian
    
    RecitalsVenetian Building Shell and Core
    
    5.1.1.2Venetian Logo
    
    4.2.4.1.1Venetian Name
    
    4.2.4.1.1Venetian Performers
    
    4.2.3Venetian Theme
    
    4.2.3Walgreens Airspace Leasehold
    
    RecitalsWalgreens Airspace
    
    Recitals




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##### 



278 SCHEDULE II
 Cost Sharing Allocations
 Mall I Owners and Mall II Owners Share of  Hotel/Casino/Mall/SECC Common Area Charges *
 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners ShareMaintenance of the
Base Building,
Building Core and
Shell, H/C-Mall
Common Areas and
other common
structures and
equipment)
    
    $208,382 per
Accounting Period,**
subject to CPI
Adjustment.***
    
    Same as Mall I Owners
Share.Pest Control, Fire
Extinguishers and EMT
Services
    
    The portion of all
actual out-of-pocket
costs related to pest
control, fire
extinguisher service
and EMT service that
is related or
allocable to the
Phase I Mall, as
shown on bills
received by the H/C I
Owner from the
entities providing
such pest control and
fire extinguisher
services and, with
respect to EMT
service, an
allocation of H/C I
Owners payroll and
overhead related to
such service on a
time-responding
basis.
    
    The portion of all
actual out-of-pocket
costs related to pest
control, fire
extinguisher service
and EMT service that
is related or
allocable to the
Phase II Mall, as
shown on bills
received by the H/C II
Owner from the
entities providing
such pest control and
fire extinguisher
services and, with
respect to EMT
service, an allocation
of H/C II Owners
payroll and overhead
related to such
service.Parking Garage
Cleaning
    
    $33,790 per
Accounting Period,
subject to CPI
Adjustment.
    
    Same as Mall I Owners
Share.Parking Garage
Security
    
    $95,743 per
Accounting Period,
subject to CPI
Adjustment.
    
    Same as Mall I Owners
Share.Mall Valet Parking
Charge
    
    $140,798 per
Accounting Period,
subject to CPI
Adjustment.
    
    Same as Mall I Owners
Share.Off-Site Employee
Parking
    
    A to be determined
amount determined
pursuant to a
procedure described
in the Phase II Mall
Agreement per
Accounting Period,
subject to CPI
Adjustment and
further subject to
equitable adjustments
(as determined by the
    
    Same as Mall I Owners
Share.




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##### 



279 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners ShareIndependent Expert if
Mall I Owner and
H/C I Owner and/or
H/C II Owner cannot
agree) (a) every six
months based on the
relative actual usage
by each Owner and its
Permittees during the
prior six months and
(b) if: (i) there are
any rent increases
under the existing
lease for the
off-site employee
parking lot, (ii) the
existing lease for
the off-site employee
parking lot is
terminated and H/C I
Owner and/or H/C II
Owner enters into a
new lease for a new
off-site employee
parking lot, and/or
(iii) the existing
lease for the
off-site employee
parking lot is
terminated and H/C I
Owner and/or H/C II
Owner constructs a
new off-site employee
parking facility on
land it or an
Affiliate or a
third-party owns.
Any such equitable
adjustment pursuant
to clause (b)(iii) of
the preceding
sentence shall be
based on Mall I
Owners equitable
share, based on the
respective off-site
employee parking
needs of each Owner,
of the fair market
rent for the
applicable land
(unless leased from a
third party and so
already addressed by
clause (b)(ii) of the
preceding sentence)
and constructed
facility.Shared Insurance
Carried by H/C I
Owner and H/C II
Owner Pursuant to the
Provisions of
Article 10
    
    Mall I Owners share
of the applicable
insurance premiums
shall be determined
in accordance with
the procedures
described in,
Section 10.4.
    
    Mall II Owners share
of the applicable
insurance premiums
shall be determined in
accordance with the
procedures described
in, Section 10.4.HVAC Plant and
    
    For each Accounting
Period,
    
    71.39% of Mall I
Owners




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##### 



280 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners ShareHVAC
Facilities Operating
Costs (other than the
costs of water,
electricity and
natural
 gas)****
    
    the following
annualized monthly
charges itemized on
the December 10, 2003
Sempra Energy
Solutions invoice
addressed to Grand
Canal Shops Mall, LLC
and attached hereto
as Appendix I to this
Schedule II, subject
to CPI Adjustment:
    
    Share.1Procurement Charge;
Central Plant; Other
Facilities; Central
Plant Real Estate
Taxes; and Other
Facilities Real
Estate Taxes.HVAC Plant  Water,
Electricity and
Natural Gas Costs****
    
    $1,500,000 for 2004,
adjusted annually
thereafter as
follows: For every
one percent (1%)
increase in the
amounts charged by
the applicable
electricity providers
and transporters from
the first day of the
prior Accounting
Period to the first
day of the applicable
Accounting Period
(assuming no change
in the amount of
electricity provided
and transported),
there shall be an
eight-tenths of one
percent (.8%)
increase in the
amount owed by Mall I
Owner. For every one
percent (1%) increase
in the amounts
charged by the
applicable natural
gas providers and
transporters from the
first day of the
prior Accounting
Period to the first
day of the applicable
Accounting Period
(assuming no change
in the amount of
    
    71.39% of Mall I
Owners Share.
 
 1
    
    All references in this Schedule II to 71.39% of Mall I
Owners Share shall be subject to appropriate adjustment, if any, upon
confirmation of the respective gross square footage of the Phase I Mall and the
Phase II Mall (including the master lease components of each).




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##### 



281 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners Sharenatural gas provided
and transported),
there shall be an
eighteen
one-hundredths of one
percent (.18%)
increase in the
amount owed by Mall I
Owner. For every one
percent (1%) increase
in the amounts
charged by the
applicable water
providers and
transporters from the
first day of the
prior Accounting
Period to the first
day of the applicable
Accounting Period
(assuming no change
in the amount of
water provided and
transported), there
shall be a two
one-hundredths of one
percent (.02%)
increase in the
amount owed by Mall I
Owner.HVAC Plant and HVAC
Facilities
Amortization of
Initial HVAC Plant
and HVAC Facilities
Construction Costs
and Other Capital
Expenditures****
    
    For each Accounting
Period, the sum of
(x) $1,645,000 plus
(y) the amount of
payments to be made
by Mall I Owner
pursuant to
paragraph 1(g) of
Schedule 4.2 of its
ESA (without giving
effect to this
Schedule II or the
Agreement); provided,
however, that if, in
any Accounting
Period, the
applicable major
repairs, replacements
and capital
investments
(excluding those
relating to the Other
Facilities (as
defined in Mall I
Owners ESA)) exceed
$5 million, and
either Mall I Owner
or H/C I Owner
believes that Mall I
Owners
Proportionate Share
(as defined in Mall I
Owners ESA) is not,
taking into account
all relevant factors,
Mall I Owners
equitable share of
such repairs,
replacements and
investments, then the
actual equitable
share, as agreed to
by
    
    71.39% of Mall I
Owners Share.




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282 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners ShareMall I Owner and
H/C I Owner (or, if
such parties cannot
agree, as determined
by the Independent
Expert) shall be
deemed to be Mall I
Owners
Proportionate Share
for purposes of
calculating the
amount described in
the foregoing
clause (y).Water
    
    $126,834, adjusted
annually, beginning
with calendar year
2009, based on the
percentage increase,
if any, in amounts
charged by the
applicable water
providers and
transporters from
January 1, 2008 to
the first day of the
applicable Accounting
Period (assuming no
change in the amount
of water provided).
    
    96.24% of Mall I
Owners
Share.2Sewer
    
    $100,048, adjusted
annually, beginning
with calendar year
2009, based on the
percentage increase,
if any, in the
amounts charged by
the applicable
utility companies
from January 1, 2008
to the first day of
the applicable
Accounting Period.
    
    71.39% of Mall I
Owners Share.CAM Electric
    
    $288,335, adjusted
annually, beginning
with calendar year
2009, based on the
percentage increase,
if any, in the
amounts charged by
the applicable
electricity providers
and
    
    26.07% of Mall I
Owners
Share.3
 
 2
    
    All references in this Schedule II to 96.24% of Mall I
Owners Share shall be subject to appropriate adjustment, if any, upon
confirmation of the respective gross leasable square footage of the Phase I
Mall and the Phase II Mall (including the master lease components of each).3
    
    All references in this Schedule II to 26.07% of Mall I
Owners Share shall be subject to appropriate adjustment, if any, upon
confirmation of the respective gross common area square footage of the Phase I
Mall and the Phase II Mall (including the master lease components of each).




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283 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners Sharetransporters from
January 1, 2008 to
the first day of the
applicable Accounting
Period (assuming no
change in the amount
of electricity
provided).Legal/Accounting
    
    If it is reasonably
necessary for, or if
Mall I Owner
requests, H/C I Owner
and/or H/C II Owner
to perform, or engage
third parties to
perform, legal or
accounting services
on behalf of Mall I
Owner, such charges
shall be paid for by
Mall I Owner in an
amount equal to the
actual out-of-pocket
costs incurred by
H/C I Owner and/or
H/C II Owner on
account of such
services. If the
legal or accounting
services benefit more
than one Owner, the
costs shall be
divided equally among
the Owners.
    
    If it is reasonably
necessary for, or if
Mall II Owner
requests, H/C I Owner
and/or H/C II Owner to
perform, or engage
third parties to
perform, legal or
accounting services on
behalf of Mall II
Owner, such charges
shall be paid for by
Mall II Owner in an
amount equal to the
actual out-of-pocket
costs incurred by
H/C I Owner and/or
H/C II Owner on
account of such
services. If the
legal or accounting
services benefit more
than one Owner, the
costs shall be divided
equally among the
Owners.Electric Substation
capital expenditures
(i.e., expenditures
that, under generally
accepted accounting
principles
consistently applied,
cannot be expensed in
the year in which
they are incurred)
    
    8.75% of all such
expenditures.
    
    6.25% of all such
expenditures.Fire
Suppression/Sprinkler Systems
    
    100% of all costs
incurred by H/C I
Owner in connection
with its obligations
under
Section 5.1.1.2, to
the extent such
obligations relate to
those portions of all
fire suppression
systems (including
sprinklers) located
within the Mall I
Space.
    
    100% of all costs
incurred by H/C II
Owner in connection
with its obligations
under Section 5.2.1.2,
to the extent such
obligations relate to
those portions of all
fire suppression
systems (including
sprinklers) located
within the Mall II
Space.Certain Costs Related
to Changes to
Property, Misconduct
or Breaches
    
    100% of all costs and
expenses caused by,
attributable to or
necessitated by
(i) Mall I Owners or
any Mall I
    
    100% of all costs and
expenses caused by,
attributable to or
necessitated by
(i) Mall II Owners or
any Mall II




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284 Expense Item
    
    Mall I Owners Share
    
    Mall II Owners ShareOccupants moving of
property in or out of
the Mall I Space or
installation or
removal of furniture,
fixtures or other
property, (ii) the
performance by Mall I
Owner or any Mall I
Occupant of any
Alterations,
(iii) the negligence
or willful misconduct
of Mall I Owner or
any Mall I Occupant
or the agents,
employees,
contractors, invitees
and other Permittees
of either of them,
(iv) any breach by
Mall I Owner of the
Agreement, or (v) any
breach by any Phase I
Mall Tenant of its
Lease.
    
    Occupants moving of
property in or out of
the Mall II Space or
installation or
removal of furniture,
fixtures or other
property, (ii) the
performance by Mall II
Owner or any Mall II
Occupant of any
Alterations, (iii) the
negligence or willful
misconduct of Mall II
Owner or any Mall II
Occupant or the
agents, employees,
contractors, invitees
and other Permittees
of either of them,
(iv) any breach by
Mall II Owner of the
Agreement, or (v) any
breach by any Phase II
Mall Tenant of its
Lease.Real estate taxes
allocable to Casino
Level Leased Space
    
    Mall I Owners
aggregate monetary
obligations pursuant
to the foregoing
provisions of this
Schedule II shall be
reduced each
Accounting Period by
the amount initial
tax assessment for
the Phase I Casino
Level Leased Space.
Such amount
represents the
agreed-upon portion
of Impositions on the
Phase I Casino Level
Leased Space that
H/C I Owner has
agreed to pay.
    
    From and after the
date that the initial
real estate tax
assessment for the
Phase II Casino Level
Leased Space is made,
Mall II Owners
aggregate monetary
obligations pursuant
to the foregoing
provisions of this
Schedule II shall be
reduced each
Accounting Period by
the amount of such
initial tax
assessment, provided
that such amount shall
be appropriately
pro-rated for the
Accounting Period in
which such amount is
first determined.
Such amount represents
the agreed-upon
portion of Impositions
on the Phase II Casino
Level Leased Space
that H/C II Owner has
agreed to pay.Stewarding
    
    A to be determined
amount determined
pursuant to a
procedure described
in the Phase II Mall
Agreement per
Accounting Period,
subject to CPI
Adjustment.
    
    71.39% of Mall I
Owners Share.




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285 
 NOTES:*
    
    Whenever any definite amount (subject to CPI Adjustment or any other adjustment) is set forth on
this chart as a payment for a certain category of expenses, such amount (adjusted for CPI or as
otherwise adjusted) shall be due and payable without regard to the amount actually incurred by
H/C I Owner or H/C II Owner, as the case may be, in respect of that category of expenses (and thus,
no Supporting Documentation pursuant to Section 5.1.3.5 shall be required to be provided in
connection therewith).**
    
    All specified annual amounts in Schedule II shall be appropriately pro-rated for any partial
year, as applicable (except for purposes of calculating future CPI Adjustments).***
    
    CPI Adjustment, as used on this Schedule II, shall be calculated as follows: Each
specified dollar amount that is subject to CPI Adjustment shall be adjusted as of the first day of
each Accounting Period, beginning with the 2009 Accounting Period, by multiplying such dollar
amount (as it may have previously been adjusted pursuant to this sentence) by the percentage that
is the sum of (x) one hundred percent (100%), plus (y) one hundred percent (100%) of the
CPI Increase (as defined in the following sentence); provided, however, that no
such adjustment shall result in any dollar amount being less than the amount set forth on
Schedule II. CPI Increase shall mean the percentage increase or decrease, if any, that
has occurred in the CPI from the calendar month which is sixteen months prior to the calendar month
in which the applicable Accounting Period begins to the calendar month which is four months prior
to the calendar month in which the applicable Accounting Period begins. (For example, if a CPI
Adjustment is being calculated for the Accounting Period that begins January 1, 2009, the CPI
Increase would be the percentage increase that has occurred in the CPI from September, 2007 to
September, 2008). As so adjusted, such amount will be utilized until the next CPI Adjustment is
calculated as of the first day of the next Accounting Period. CPI shall mean the
Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the
United States Department of Labor, U.S. City Average, All Items 1982-1984=100, or any successor
thereto appropriately adjusted. If the Consumer Price Index ceases to be published, and there is
no successor thereto, such other index as the Owners reasonably agree upon (or, if they cannot so
agree, such other index as the Independent Expert shall determine in accordance with
Section 14.16), as appropriately adjusted, shall be substituted for the Consumer Price Index.****
    
    Only applicable during the Sempra Term.




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286 Appendix I to Schedule II




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287 SCHEDULE III
 Parking Rules and Regulations
 User REA Owner of
the Parking Structure Site provided




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288  provided however




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289




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290