The Company and each Investor hereby agree that the NOL Agreement shall terminate in full and be of no further force and effect, effective immediately following the “Closing” (as defined therein) under that certain Membership Interest Purchase Agreement by and among W2007/ACEP Managers Voteco, LLC, W2007/ACEP Holdings, LLC and the Company dated as of June 10, 2017, as the same may be amended from time to time.