197
41.14
Certain Provisions of Nevada Law
198
41.15
Certain Provisions of New Jersey Law
198
41.16
Savings Clause
200
41.17
Integration with Other Documents
201
41.18
Intentionally Omitted
201
41.19
Chester PSA
201
41.20
Certain Provisions of Louisiana Law
201
41.21
Certain Provisions of Indiana Law
202
41.22
Confidential Information
202
41.23
Time of Essence
203
41.24
Consents, Approvals and Notices
203
41.25
No Release of Guarantor
204
41.26
Tenant and Landlord; Joint and Several
204
41.27
Suretyship Waivers.
204
41.28
Intentionally Omitted
205
41.29
Notice of IP Infringement
205
41.30
Expiration of HNO Operating Contract
206
41.31
Leased Property (HNO) Change in Use
206
41.32
Dispute of Default Under HNO Ground Lease or HNO GL Operator Agreement
206
41.33
Enforcement of NOBC's Obligations Under HNO Ground Lease
207
41.34
Amendments
209
v
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EXHIBITS AND SCHEDULES
EXHIBIT A
-
FACILITIES
EXHIBIT B
-
LEGAL DESCRIPTION OF LAND
EXHIBIT C
-
CAPITAL EXPENDITURES REPORT
EXHIBIT D
-
FORM OF SCHEDULE CONTAINING ANY ADDITIONS TO OR RETIREMENTS OF ANY FIXED ASSETS
CONSTITUTING LEASED PROPERTY
EXHIBIT E
-
GROUND LEASED PROPERTY
EXHIBIT F
-
LEGAL DESCRIPTION OF LAS VEGAS LAND ASSEMBLAGE
EXHIBIT G
-
FORM OF REIT COMPLIANCE CERTIFICATE
EXHIBIT H
-
PROPERTY-SPECIFIC IP
EXHIBIT I
-
FORM OF PACE REPORT
EXHIBIT J
-
DESCRIPTION OF TITLE POLICIES
EXHIBIT K
-
SPECIFIED ADDITIONAL L1 QUALIFIED TRANSFEREES
EXHIBIT L
-
L1/L2 TRANSFER AND PERMITTED FACILITY SUBLEASE ADDITIONAL INFORMATION
EXHIBIT M
-
BRANDS
EXHIBIT N
-
FORM OF GUARANTY
EXHIBIT O
-
FORM OF FEE MORTGAGEE SNDA
EXHIBIT P
-
MANAGED FACILITIES IP TRADEMARKS
SCHEDULE A
-
LANDLORD ENTITIES
SCHEDULE B
-
TENANT ENTITIES
SCHEDULE 1
-
GAMING LICENSES
SCHEDULE 2
-
GROUND LEASES
SCHEDULE 3
-
MAXIMUM FIXED RENT TERM
SCHEDULE 4
-
SPECIFIED SUBLEASES
vi
--------------------------------------------------------------------------------
SCHEDULE 5
-
INTENTIONALLY OMITTED
SCHEDULE 5-A
-
PROPERTY-SPECIFIC RENT ALLOCATION
SCHEDULE 6
-
LONDON CLUBS
SCHEDULE 7
-
PERMITTED PROPERTY SALES
SCHEDULE 8
-
CLUSTER PARCELS
SCHEDULE 9
-
EXCLUDED FACILITIES
SCHEDULE 10
-
CHESTER PROPERTY PAYMENT AGREEMENTS
SCHEDULE 11
-
2018 FACILITY EBITDAR
SCHEDULE 12
-
HNO LITIGATION
SCHEDULE 13
-
HNO LICENSE EXTENSION AGREEMENTS
SCHEDULE 14
-
SPECIFIED FIFTH AMENDMENT ADDITIONAL PROPERTY CAPITAL IMPROVEMENT PROJECTS
vii
--------------------------------------------------------------------------------
REGIONAL LEASE
THIS REGIONAL LEASE (this "Lease") is entered into as of October 6, 2017, by and
among the entities listed on Schedule A attached hereto (collectively, or if the
context clearly requires, individually, and together with their respective
successors and permitted assigns, "Landlord"), CEOC, LLC, a Delaware limited
liability company, and the entities listed on Schedule B attached hereto
(collectively, or if the context clearly requires, individually, and together
with their respective successors and permitted assigns, "Tenant") and, solely
for the purposes of the penultimate paragraph of Section 1.1, Propco TRS LLC, a
Delaware limited liability company ("Propco TRS").
RECITALS
A.
Commencing on January 15, 2015 and continuing thereafter, Caesars
Entertainment Operating Company, Inc., a Delaware corporation, and certain of
its direct and indirect subsidiaries (collectively, the "Debtors") filed
voluntary petitions for relief under