Common use of Certain Real Property Matters Clause in Contracts

Certain Real Property Matters. (a) Each of the parties hereto acknowledges and agrees that, any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, no Additional Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that (i) such Person’s due diligence with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) the results of such due diligence are satisfactory to such Person, and (iii) such Person has received all evidence of compliance with flood insurance requirements set forth in the Loan Documents and found such evidence reasonably satisfactory. (b) Any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding (i) the Lead Borrower shall provide at least 30 days’ prior written notice to the Administrative Agent and the Lenders before delivering a Mortgage with respect to any Material Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative Agent, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) if, solely because of the effect of this clause (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirement.

Certain Real Property Matters. (a) Each of At each applicable Closing, the parties hereto acknowledges and agrees that, any other term or provision of this Agreement or any other Loan Document Purchaser shall reimburse the Seller Group for an amount equal to the contrary notwithstanding, no Additional Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor total of any other amendment hereto which has and all security deposit monies then being held by the effect of extending landlords under the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that (i) such Person’s due diligence with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) the results of such due diligence are satisfactory to such Person, and (iii) such Person has received all evidence of compliance with flood insurance requirements Assumed Real Property Leases as set forth in Schedule 10.8. With respect to the Loan Documents letters of credit or other similar instruments held by the applicable landlord under an Assumed Real Property Lease as set forth in Schedule 10.8 (each, a “Lease Security Instrument”) as security for performance of the tenant’s obligations under such Assumed Real Property Lease, the Purchaser shall use Reasonable Efforts to cause each and found every such evidence reasonably satisfactoryLease Security Instrument to be returned to the applicable member of the Seller Group promptly following the applicable Closing Date and the Sellers shall, and shall cause the other members of the Seller Group to, cooperate with the Purchaser with respect thereto. The Purchaser agrees, unconditionally and irrevocably, to reimburse and indemnify the Sellers and their respective Affiliates for and against all payments, costs and expenses incurred by such Persons as a result of facts and circumstances arising after the applicable Closing and relating to any Lease Security Instrument that is not replaced, released, terminated or returned on or prior to the applicable Closing Date, in each case until the release of the Sellers’ and their respective Affiliates’ obligations with respect thereto. The Sellers agree, unconditionally and irrevocably, to reimburse and indemnify the Purchaser and its Affiliates for and against all payments, costs and expenses incurred by any such Person as a result of facts and circumstances arising prior to the applicable Closing and relating to any Lease Security Instrument that has been reimbursed to the Seller Group. All claims hereunder and any reimbursements and indemnities required hereunder shall be made in accordance with the procedures set forth in Section 8.3, but shall not be subject to the limitations set forth in Section 8.5. (b) Any At the Purchaser’s sole cost and expense, the Purchaser shall promptly and, in any event, within six (6) months following the applicable Closing Date, remove, or cause to be removed, from the Acquired Real Property any and all identification signage, including signs, windows or door lettering, placards or decorations identifying any member of the Seller Group or containing any Intellectual Property of the Seller Group other term or provision than the rights of this Agreement or any other Loan Document of the Sellers (if any) which were licensed to the contrary notwithstanding Purchaser Group pursuant to the Trademark License Agreement. (c) The Purchaser acknowledges and agrees, subject to the Sellers’ obligation under Section 5.15, that (i) as of the Lead Borrower shall provide at least 30 days’ prior written notice to applicable Closing Date, the Administrative Agent Seller Group may cancel any and the Lenders before delivering a Mortgage all of its insurance policies and coverages with respect to any Material the Acquired Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative AgentProperty, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) iffollowing the applicable Closing Date, solely because of (A) the effect of this clause Purchaser assumes any and all Liabilities with respect to maintaining insurance on the Acquired Real Property, and (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, B) the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement Seller Group shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirementhave no Liability whatsoever with respect thereto.

Certain Real Property Matters. (a) Each of the parties hereto acknowledges and agrees that, any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, no Additional Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and until the Lead Borrower shall have received (within 30 days (or such greater number of days approved by the Administrative Agent in its discretion) after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity DateDate or increasing the Aggregate Commitments), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that (i) such Person’s due diligence with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) the results of such due diligence are satisfactory to such Person, and (iii) such Person has received all evidence of compliance with flood insurance requirements set forth in the Loan Documents and found such evidence reasonably satisfactory. (b) Any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding (i) the Lead Borrower shall provide at least 30 days’ prior written notice to the Administrative Agent and the Lenders before delivering a Mortgage with respect to any Material Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative Agent, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) if, solely because of the effect of this clause (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirement.

Certain Real Property Matters. (a) Each of the parties hereto acknowledges and agrees thatSubject to subsection (c) below, any other term or provision of this Agreement or any other Loan Document prior to the contrary notwithstandingClosing, no Additional Credit AmendmentSeller and Buyer shall not, Extension Amendmentand shall cause their respective Affiliates, agents and representatives to not, initiate, solicit, encourage, or Additional Extension Amendment, nor otherwise take any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or action that would reasonably be consummated unless and until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that expected to result in: (i) such Person’s due diligence any investigation, audit, examination or other similar action by any Governmental Authority with respect to flood insurance requirements for all Mortgaged Properties has been completedthe Real Property, the physical structures located thereon, or the general business license to operate the Business at the Casinos, or (ii) any judgment, settlement, injunction, or similar order by or with any Governmental Authority that requires either Seller or Buyer to incur any cost, expense or other obligation to repair, maintain or remediate the results of Real Property or the physical structures located thereon (any such due diligence are satisfactory to such Personcosts, expenses and (iii) such Person has received all evidence of compliance with flood insurance requirements set forth in the Loan Documents and found such evidence reasonably satisfactoryother obligations, “Remediation Costs”). (b) Any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding Remediation Costs, if any, shall be borne as follows: (i) the Lead Borrower Seller shall provide at least 30 days’ prior written notice to the Administrative Agent and the Lenders before delivering a Mortgage with respect to any Material Real Property bear, and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative Agentincur, the Collateral Agent, and each first $50,000 of any Remediation Costs incurred notwithstanding the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of parties’ compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and Section 5.09(a); (ii) ifBuyer shall bear, solely because and shall incur, the second $50,000 of any Remediation Costs incurred notwithstanding the effect parties’ compliance with Section 5.09(a); and (iii) neither party shall have any obligation to incur in excess of $50,000 of Remediation Costs under this clause paragraph or any Remediation Costs arising out of or relating to a breach by the other party of Section 5.09(a). For the avoidance of doubt, Seller’s obligations under the preceding sentence shall be separate from and in addition to its obligations under Section 5.07 above. (b)c) Notwithstanding the foregoing, nothing in Section 5.09(a) shall restrict or prohibit the taking of any Loan Party is unable action by a party believed in good faith by such party to be reasonably necessary to satisfy any requirement such party’s obligations under this Agreement or any other Loan Document (Agreement, including, without limitation, Buyer’s obligations under Section 6.04 to use its reasonable best efforts to obtain the Collateral Gaming Approvals and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirementLiquor Approvals.

Certain Real Property Matters. (a) Each The Seller and/or its Affiliates have provided certain corporate guarantees (including bank guarantees, parent company guarantees and real property lease guarantees), cash security deposits and payment advances, or have obtained certain performance, bid, customs, warranty, court or indemnity bonds and/or letters of credit or letters of comfort as security for performance of the parties hereto acknowledges and agrees thattenant’s obligations under one or more Assumed Real Property Leases (each, any other term a “Lease Security Instrument”). The Purchaser shall use Reasonable Efforts to, or provision of this Agreement shall cause its Affiliates to use Reasonable Efforts to, replace or any other Loan Document otherwise cause to be released or terminated the Lease Security Instrument on or prior to the contrary notwithstanding, no Additional Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor any other amendment hereto which has the effect of extending the Maturity Initial Closing Date or increasing as soon as practicable thereafter. The Purchaser agrees, unconditionally and irrevocably, to reimburse and indemnify the Aggregate CommitmentsSeller for and against all payments, costs and expenses incurred after the Initial Closing and relating to any Lease Security Instrument that are not replaced, released or terminated on or prior to the Initial Closing Date (provided that the Purchaser shall become effective or be consummated unless and have no obligation for any payments, costs and/or expenses resulting from Excluded Liabilities), in each case until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each complete and unconditional release of the Administrative Agent, the Collateral Agent, Seller’s and each Lender that (i) such Person’s due diligence its Affiliates’ obligations with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) thereto. All claims by the results of such due diligence are satisfactory to such Person, Seller hereunder and (iii) such Person has received all evidence of compliance any reimbursements and indemnities by the Purchaser required hereunder shall be made in accordance with flood insurance requirements the procedures set forth in Section 8.3, but shall not be subject to the Loan Documents and found such evidence reasonably satisfactorylimitations set forth in Section 8.5. (b) Any other term At the Purchaser’s sole cost and expense, the Purchaser shall promptly and, in any event, within sixty (60) days following the Initial Closing Date remove, or provision cause to be removed, from the Acquired Real Property any and all identification signage including signs, windows or door lettering, placards, decorations or advertising media of this Agreement or any other Loan Document type (collectively, the “Seller Signage”) relating to the contrary notwithstanding Seller Group or containing any Intellectual Property of the Seller Group other than the rights of the Seller (if any) which were transferred to the Purchaser pursuant to the IP Agreement. The Purchaser shall use its Reasonable Efforts to minimize any damage to the Seller Signage in connection with the removal of same, and following such removal, the Purchaser shall promptly notify the Seller of such removal and coordinate with the Seller for delivery of all such Seller Signage to the Seller at such location as may be specified by the Seller, unless the Seller provides a written request to the Purchaser for the Purchaser to coordinate the prompt destruction and disposition of such Seller Signage in accordance with applicable law. All costs of delivery to the Seller of any Seller Signage, as directed by Seller, shall be paid solely by Seller. (c) The Purchaser acknowledges and agrees that (i) as of the Lead Borrower shall provide at least 30 days’ prior written notice Initial Closing Date, the Seller Group will cancel any and all of its insurance policies and coverages with respect to the Administrative Agent Acquired Real Property, and (ii) from and after the Initial Closing Date, (A) the Purchaser assumes any and all Liabilities with respect to maintaining insurance on the Acquired Real Property, and (B) the Seller Group shall have no Liability whatsoever with respect thereto. (d) The Seller will, and will cause each member of the Seller Group to, use its Reasonable Efforts and at its sole cost and expense prior to the Initial Closing Date to (i) obtain each consent identified on Schedule 10.9(d)-1 of the Seller Disclosure Schedule, (ii) obtain an SNDA for each of the Seller Lease/Sublease Agreements set forth on Schedule 10.9(d)-2 of the Seller Disclosure Schedule, and the Lenders before delivering a Mortgage Purchaser shall use Reasonable Efforts to cooperate with the Seller in connection therewith. (e) The Seller and the Purchaser shall use Reasonable Efforts to cooperate with the other (i) in connection with the transition of ownership of the Acquired Real Property and to facilitate the continuous, uninterrupted operation of each Acquired Real Property and (ii) prior to the Initial Closing Date and at the sole cost and expense of the Purchaser, in minimizing the amount of any increase in Taxes payable with respect to any Material Acquired Real Property and shall not execute and deliver any Mortgage with respect due to any Material a reassessment or revaluation of such Acquired Real Property before receiving confirmation from each by the applicable taxing authority as the result of the Administrative AgentContemplated Transactions, in each case to the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) if, solely because of the effect of this clause (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirementextent permitted by applicable law.

Certain Real Property Matters. (a) Each of the parties hereto acknowledges and agrees that, any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, no Additional Revolving Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Revolving Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that (i) such Person’s due diligence with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) the results of such due diligence are satisfactory to such Person, and (iii) such Person has received all evidence of compliance with flood insurance requirements set forth in the Loan Documents and found such evidence reasonably satisfactory. (b) Any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding (i) the Lead Borrower shall provide at least 30 days’ prior written notice to the Administrative Agent and the Lenders before delivering a Mortgage with respect to any Material Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative Agent, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) if, solely because of the effect of this clause (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirement.

Certain Real Property Matters. (a) Each At each applicable Closing, the Purchaser shall reimburse the Seller Group for an amount equal to the total of any and all security deposit monies then being held by the landlords under the Assumed Real Property Leases. With respect to the letters of credit or other similar instruments held by the applicable landlord under an Assumed Real Property Lease (each, a “Lease Security Instrument”) as security for performance of the parties hereto acknowledges tenant’s obligations under such Assumed Real Property Lease, the Purchaser shall use Reasonable Efforts to cause each and agrees that, any other term or provision of this Agreement or any other Loan Document every such Lease Security Instrument to be returned to the contrary notwithstandingSeller promptly following the applicable Closing Date. The Purchaser agrees, no Additional Credit Amendmentunconditionally and irrevocably, Extension Amendmentto reimburse and indemnify the Seller and its Affiliates for and against all payments, costs and expenses incurred after the applicable Closing and relating to any Lease Security Instrument that is not replaced, released, terminated or Additional Extension Amendmentreturned on or prior to the applicable Closing Date, nor any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and in each case until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each release of the Administrative Agent, the Collateral Agent, Seller’s and each Lender that (i) such Person’s due diligence its Affiliates’ obligations with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) thereto. All claims by the results of such due diligence are satisfactory to such Person, Seller hereunder and (iii) such Person has received all evidence of compliance any reimbursements and indemnities by the Purchaser required hereunder shall be made in accordance with flood insurance requirements the procedures set forth in Section 8.3, but shall not be subject to the Loan Documents and found such evidence reasonably satisfactorylimitations set forth in Section 8.5. (b) Any other term At the Purchaser’s sole cost and expense, the Purchaser shall promptly and, in any event, within one hundred and eighty (180) days following the applicable Closing Date, remove, or provision of this Agreement cause to be removed, from the Acquired Real Property any and all identification signage, including signs, windows or any other Loan Document door lettering, placards or decorations (collectively, the “Seller Signage”), relating to the contrary notwithstanding Seller Group or containing any Intellectual Property of the Seller Group other than the rights of the Seller (if any) which were transferred to the Purchaser pursuant to the IP Agreement. (c) The Purchaser acknowledges and agrees that (i) as of the Lead Borrower shall provide at least 30 days’ prior written notice to applicable Closing Date, the Administrative Agent Seller Group may cancel any and the Lenders before delivering a Mortgage all of its insurance policies and coverages with respect to any Material the Acquired Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative AgentProperty, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) iffollowing the applicable Closing Date, solely because of (A) MASTER ACQUISITION AGREEMENT the effect of this clause Purchaser assumes any and all Liabilities with respect to maintaining insurance on the Acquired Real Property, and (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, B) the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement Seller Group shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirementhave no Liability whatsoever with respect thereto.