Ground Lease Estoppel. Borrower shall, on or prior to May 28, 2008, either (i) effect the substitution of the Properties commonly known as “Paris Las Vegas” and “Xxxxxx’x Xxxxxxxx” for the Individual Properties referred to as “Xxxxxx’x Lake Tahoe”, “Xxxxxx’x Lake Tahoe”, “Bill’s Lake Tahoe” and “Showboat Atlantic City” as described in Section 2.5.2 of this Agreement or (ii) (x) cause the occurrence of the events set forth in paragraph 1, clause (ii) of the Ground Lease Side Letter and (y) in connection therewith, deliver to Lender updates to its UCC Title Insurance Policy and any endorsements to the Mortgage Borrower’s owner’s policies delivered to Lender in connection with the closing of the Loan, together with such other documents, instruments and new or updated opinions (including as to enforceability, non-consolidation and true lease matters) as Lender may reasonably request. The failure by Borrower to cause the occurrence of the event described in clause (i) or of the events described in clause (ii) above, on or prior to May 28, 2008 shall constitute a “Ground Lease Estoppel Trigger Event” hereunder, but shall not constitute a Default or an Event of Default hereunder.
Ground Lease Estoppel. The originally executed Estoppel Agreement.
Ground Lease Estoppel. The parties hereby acknowledge and agree that Exhibit I to the Original Purchase Agreement shall be deleted in its entirety and replaced with Exhibit A attached to this Second Amendment for all purposes of the Purchase Agreement, including, without limitation, Section 5.4.4 of Original Purchase Agreement, as modified hereby. The second sentence of Section 5.4.4 of the Original Purchase Agreement shall be deleted in its entirety and replaced with the following: “The Ground Lease Estoppel shall be in a form substantially similar to Exhibit “I” attached hereto.”
Ground Lease Estoppel. Lender shall have received an executed estoppel letter from the ground lessor under the Ground Lease, which shall be in form and substance satisfactory to Lender.
Ground Lease Estoppel. Buyer’s obligation to close the transaction contemplated hereunder is conditioned on its receipt, at least five (5) business days prior to the Closing, of an estoppel certificate and consent to assignment of each Ground Lease duly executed by the applicable Ground Lessor. Each such estoppel certificate and consent to assignment shall be in the form and substance of the estoppel certificate for the applicable Ground Lease on Appendix 2.8(A) hereof (each, a “Ground Lease Estoppel and Consent”) and shall include, without limitation, a waiver with respect to the transaction contemplated hereby of any right of first refusal, right of first offer, purchase option, or other right or option of the Ground Lessor to purchase all or any interest in the Improvements, the matters described in Section III of Appendix 2.8(A), and the amendments to the applicable Ground Lease described as “Conditions of Closing” in Appendix 2.8(B) (it being noted that Buyer shall have the right to request any of the items described in Appendix 2.8(B) as “Requests, But Not Conditions”). Each Ground Lease Estoppel and Consent must be dated no earlier than thirty (30) days prior to the Closing and not be inconsistent in any material respect with the representations of Seller in Section 6.1. Seller shall provide Buyer with a copy of each Ground Lease Estoppel and Consent for Buyer’s review and comment before delivering the same to the applicable Ground Lessor. Seller shall use commercially reasonable efforts to obtain the Ground Lease Estoppel and Consents from all Ground Lessors in a timely manner. If any required Ground Lease Estoppel and Consent is not timely delivered to Buyer, or if it either does not meet the foregoing requirements or discloses a material default by Seller under the applicable Ground Lease, a material dispute in connection with the applicable Ground Lease or any matter that is inconsistent with a representation or warranty of Seller under this Agreement in any material respect or the terms and provisions of such Ground Lease (including, but not limited to, any right of first refusal, right of first offer, option to purchase or other purchase right of the Ground Lessor that is not waived by the Ground Lessor with respect to the transaction contemplated hereby), Buyer may elect at any time on or prior to Closing but in all events within five (5) business days after receipt of the Ground Lease Estoppel and Consent in question (as to which date time is of the essence) to ei...
Ground Lease Estoppel. Subject to the terms of Section 5.7(a), the Acceptable Ground Lease Estoppel duly executed by Ground Lessor, which shall be delivered to Escrow Agent no later than the date that is two (2) Business Days before the Closing Date;
Ground Lease Estoppel. A duly executed Ground Lease Estoppel delivered in accordance with Section 12(a)(ix) above.
Ground Lease Estoppel. Fully executed photocopies of the ---------------------- Ground Lease with respect to the Springfield Property, together with an estoppel from the City of Springfield, Illinois, in form and substance satisfactory to the Lender.
Ground Lease Estoppel. Lender shall have received an estoppel certificate from Ground Lessor in form and substance acceptable to Lender in its sole and absolute discretion with respect to the Ground Lease.
Ground Lease Estoppel. As a condition precedent to Prudential’s obligations at Closing, Cousins shall deliver to Prudential at or prior to Closing an estoppel certificate executed by the lessor under the Ground Lease, which estoppel certificate (the “Ground Lessor Estoppel”) shall be substantially in the form of Exhibit GG attached hereto and made a part hereof or such other form as Prudential may approve, which approval shall not be unreasonably withheld; the Ground Lessor Estoppel shall be dated no earlier than thirty (30) days prior to Closing, nor shall the Ground Lessor Estoppel indicate any material defaults or material discrepancies in information previously made available to Prudential. Notwithstanding the foregoing, Cousins shall not have any obligation to incur any expenditures in order to obtain the Ground Lessor Estoppel. Cousins shall forward a copy of the Ground Lessor Estoppel to Prudential upon receipt by Cousins.
