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(a) Inaddition to the easements granted above but subject to the other terms and conditions of this Article II, H/C I Owner hereby grants to Mall I Owner, Mall IIOwner, H/C II Owner, and SECC Owner a non-exclusive easement in the H/C I Space and the Phase I Hotel/Casino for the installation, operation, flow and passage, use, maintenance, repair, replacement,relocation and removal (collectively, "UTILITY ACTIVITY") of any of the following which lie, or, in accordance with the provisions of this Article II, shall, in the future, lie, in, on, over, through,upon, across or under the H/C I Space and/or the Phase I Hotel/Casino: sewers (including, without limitation, storm and sanitary sewer systems), domestic water systems, natural gas systems, electricalsystems, telephone systems, fire protection water systems, cable television systems, if any, and all other utility systems and facilities now or in the future reasonably necessary for the service ofthe Venetian (including without limitation the Phase I Mall), the Palazzo (including without limitation the Phase II Mall) and/or the SECC (collectively, "UTILITY EQUIPMENT", or to the extent thatsuch Utility Equipment currently exists in, on, over, through, upon, across or under the Phase I Land, the Mall I Space, the Phase II Land or the SECC Land and/or the improvements located thereon asdepicted on EXHIBIT L attached hereto and made a part hereof, as applicable, the "EXISTING UTILITY EQUIPMENT"). Notwithstanding anything to the contrary in the preceding sentence, Utility Equipmentshall not include the Electric Substation.
(i) H/CI Owner hereby grants to Mall I Owner a non-exclusive, non-transferable (except as hereinafter provided), irrevocable, perpetual and royalty-free worldwide license,without charge or fee, to use and display the names "The Venetian Resort Hotel Casino", "The Venetian Las Vegas" and "The Venetian" (each, a "VENETIAN NAME") and the logo shown on EXHIBIT I attachedhereto and made a part hereof (as the same may be changed as described below) (the "VENETIAN LOGO"); provided, however that (1) all uses of anyVenetian Name and the Venetian Logo must be consistent with a First-class Las Vegas Boulevard-style hotelcasino; (2) all uses of any Venetian Name must either be (y) as part of the Venetian Logo or (z) consistent with the style guidelines described in EXHIBIT R attached hereto and made a parthereof, as the same may be amended from time to time by Mall I Owner and H/C I Owner; (3) any use of any Venetian Name and Venetian Logo on, or as a part of, advertising, marketing orpromotional materials or products, goods and items for sale shall be a proper use of such license only if (x) the applicable material, product, good or item also includes a reference to the GrandCanal Shoppes name or a Tenant or other Phase I Mall occupant, or a business being operated at the Phase I Mall (so that, for example, a Tenant in the Phase I Mall can sell (pursuant to the sublicensedescribed in the next paragraph) items that say "[Name of tenant] at The Venetian" or "[Name of tenant] at the Grand Canal Shoppes at The Venetian," butcannot sell items that say only "The Venetian" and (y) in the case of products, goods and items for sale, H/C I Owner has given prior written approval of such use; (4) any use of a VenetianName in any advertising, marketing or promotional material must be either in the same typeface as appears in the Venetian Logo, the "Optifavrile" or "MrsEaves" typeface or the predominant typeface ofsuch material and (5) whenever a Venetian Name is used, the first letter of each word comprising such name shall be capitalized. No use of such license pursuant to clause (3) of thepreceding sentence shall impose, or be deemed to impose, any liability on H/C I Owner (or any affiliate thereof) with respect to the applicable material, product, good or item. H/C I Owner reservesthe right to replace, alter or modify the Venetian Logo at any time in its sole discretion, but upon not less than thirty (30) days prior written notice to Mall I Owner. Upon any such notificationfrom H/C I Owner to Mall I Owner, Mall I Owner shall, as of the effective date of the applicable change as set forth in such notice, cease, and cause Mall I Occupants to cease, using the old VenetianLogo (but shall continue to have the rights set forth herein with respect to the replacement, altered or modified Venetian Logo). Notwithstanding any prior agreements between H/C I Owner and Mall IOwner to the contrary, as of the date hereof the foregoing license represents the only rights of Mall I Owner to use the Venetian Name and the Venetian Logo (and therefore any such prior agreementsare hereby deemed terminated and of no force and effect).
(i) MallI Owner hereby grants to H/C I Owner a non-exclusive, non-transferable (except as hereinafter provided), irrevocable, perpetual and royalty-free worldwide license,without charge or fee, to use and display the "Grand Canal Shoppes" name ("the "GRAND CANAL SHOPPES NAME") and the logo shown on EXHIBIT U attached hereto and made a part hereof (as the same may bechanged as described below) (the "GRAND CANAL SHOPPES LOGO"); provided, however that all uses of theGrand Canal Shoppes Name and the Grand Canal Shoppes Logo must be (1) consistent with a First-class Las Vegas Boulevard-style hotel and casino and (2) consistent with the styleguidelines described in EXHIBIT R attached hereto and made a part hereof, as the same may be amended from time to time by Mall I Owner and H/C I Owner. Mall I Owner reserves the right to replace,alter or modify the Grand Canal Shoppes Logo at any time in its sole discretion, but upon not less than thirty (30) days prior written notice to H/C I Owner. Upon any such notification from Mall IOwner to H/C I Owner, H/C I Owner shall, as of the effective date of the applicable change as set forth in such notice, cease using the old Grand Canal Shoppes Logo.
(vii) Inthe event the entire principal sum secured by any Mall I Mortgage becomes immediately due and payable, whether by acceleration or for any other reason, the Mall IMortgagee shall promptly give H/C I Owner written notice of such event (such notice, the "Acceleration Notice"), and so long as at the time such notice is given H/C I Owner satisfies the FinancialCovenant, H/C I Owner shall have the option (the "BUY-OUT OPTION") to purchase Mall I Mortgagee's interest in the Mall I Loan Documents and the loan evidenced thereby (the "MALL I LOAN") at a priceequal to the Buy-Out Option Purchase Price (as defined below), provided that H/C I Owner shall not have such option unless (x) it gives written notice to Mall I Mortgagee of its election to exercisesuch option no later than sixty (60) days after the Acceleration Notice was given and (y) at the time H/C I Owner gives such notice it satisfies the Financial Covenant. If H/C I Owner elects toexercise such option, H/C I Owner shall be obligated to purchase, and Mall I Mortgagee shall be obligated to sell, the Mall I Loan and the Mall I Loan Documents for the Buy-Out Option Purchase Priceon a date not less than five (5) Business Days, nor more than ten (10) Business Days, after H/C I Owner delivers its written notice to Mall I Mortgagee of such election, such date to beselected by Mall I Mortgagee). Upon payment by H/C I Owner to Mall I Mortgagee of the Buy-Out Option Purchase Price on the applicable date, the Mall I Mortgagee shall, pursuant to assignment documentsthat contain no representations or warranties other than a representation that the Mall I Mortgagee owns the Mall I Loan Documents free and clear of all liens, claims and encumbrances, and that areotherwise reasonably satisfactory to H/C I Owner and Mall I Mortgagee, assign to H/C I Owner (or any designee thereof) the Mall I Mortgage and the other Mall I Loan Documents. Said assignment shallnot 350c69d7ab