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 the 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. Seller shall, at its sole cost and expense, exercise its rights under Section 27(C) of the Ground Lease to obtain, and shall use commercially reasonable efforts (without any obligation to initiate litigation but with the right to do so in its sole discretion) to obtain, from the Ground Lessor a written estoppel statement in the form described therein, subject only to changes reasonably acceptable to Buyer (the “Ground Lease Estoppel”), dated no earlier than the date that is thirty (30) days prior to the Closing Date that was scheduled at the time that the Ground Lease Estoppel was requested. Buyer acknowledges that the Ground Lease Estoppel may list violations of building, fire, sanitary, environmental, housing and similar Laws and Regulations and notices to cure in connection therewith including without limitation the notices to cure set forth on Exhibit “J” hereto. If Seller is unable to deliver the Ground Lease Estoppel on the originally scheduled Closing Date (the “Original Closing Date”), Seller may elect (but shall not be obligated) to continue to pursue obtaining the Ground Lease Estoppel, and shall be entitled to a reasonable adjournment of the Closing Date to a date no more than 30 days after the Original Closing Date (the “Adjourned Closing Date”) for the purpose of obtaining the Ground Lease Estoppel. If Seller is unable to obtain the Ground Lease Estoppel by (x) the Original Closing Date and elects not to continue to pursue the Ground Lease Estoppel, or (y) by the Adjourned Closing Date, or if the Ground Lease Estoppel obtained by Seller contains any statements or information that is reasonably unacceptable to Buyer and Seller elects not to, or cannot within a reasonable time (not to exceed 10 Business Days), cure such unacceptable information, Buyer may elect to either (1) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event the Deposit shall be paid to Buyer, and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (2) waive Seller’s obligation hereunder to deliver the Ground Lease Estoppel, and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If Buyer fails to give Seller and Escrow Agent such written notice in a timely manner, then Buyer shall be deemed to have elected to proceed under clause (2) of the preceding sentence.
Ground Lease Estoppel. Lender shall have received an executed estoppel from the Ground Lessor which shall be in form and substance reasonably satisfactory to Lender.
Ground Lease Estoppel. The Ground Lease Estoppel, duly executed by the tenant under the Pennsylvania Facility Ground Lease.
Ground Lease Estoppel. Buyer shall deliver to Seller audited financial statements of Buyer (or the parent entity of Buyer) on or before Effective Date, which financial statements shall be delivered by Seller to Ground Lessor in connection with the request for Ground Lessor’s execution of the Ground Lease estoppel and acknowledgement by Ground Lessor of release of Seller from its obligations under the Ground Lease upon the Closing Date. Provided that Buyer has timely delivered such audited financial statements to Seller, on or before the date which is four (4) business days prior to the Closing Date, Seller shall have obtained a ground lessor estoppel certificate from the Ground Lessor and executed by at least two (2) of the trustees of Ground Lessor in substantially the form attached hereto as Exhibit “J”, provided, however, that (i) Buyer shall have the right to disapprove any estoppel certificate within three (3) business days of Seller’s delivery of an executed estoppel certificate to Buyer, to the extent such estoppel certificate discloses or claims the existence of any default or material breach by Seller, or that the Ground Lease is not in full force or effect or that the Ground Lease documents differ from the Ground Lease documents provided as part of the Due Diligence Items (and such variance would negatively impact the ground lessee thereunder, other than in a de minimis fashion) and (ii) Buyer may not disapprove any estoppel certificate due to Ground Lessor’s failure to acknowledge Seller’s release from its obligations under the Ground Lease upon the Closing Date.
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. A duly executed Ground Lease Estoppel delivered in accordance with Section 12(a)(ix) above.
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;
