MARLTON GROUND LEASE. At the Sellers' sole cost and expense, the Sellers shall use their best efforts to obtain all consents required under the Marlton Ground Lease (the "Marlton Consent") in connection with the consummation of the transaction contemplated by this Agreement. Furthermore, the Sellers shall use their best efforts to obtain the Marlton Ground Lessor's Estoppel Certificate. The parties hereto acknowledge that the Marlton Ground Lessor's Estoppel Certificate, if executed and delivered in the form attached hereto as EXHIBIT Y-1 with only such modifications as are reasonably acceptable to the Purchaser (it being acknowledged and agreed that any disclosure in the Marlton Ground Lessor's Estoppel Certificate of the existence of any default under the Marlton Ground Lease shall not constitute a basis for the Purchaser to object to the Marlton Ground Lessor's Estoppel Certificate unless any such default under the Marlton Ground Lease is not cured or waived in writing on or prior to the Closing Date) shall also constitute the Marlton Consent. (e)
MARLTON GROUND LEASE. To the best of the Meditrust Parties' knowledge, the Marlton Ground Lease is in full force and effect, is valid and enforceable in accordance with its terms and has not been terminated. Other than any Permitted Exceptions relating to the Marlton, NJ Leased Property, the Marlton Ground Lease and the Marlton Access Agreement constitute the only agreements of any kind or nature between the Marlton Ground Lessor and any Meditrust Entity or by which the lessee under the Marlton Ground Lease may be bound. New Meditrust-LLC is the current holder of all right, title and interest of the lessee under the Marlton Ground Lease and is only Meditrust Entity bound by the Marlton Ground Lease and the Marlton Access Agreement. A true and correct copy of the Marlton Ground Lease and the Marlton Access Agreement is included in the Due Diligence Materials. To the best of the Meditrust Parties' knowledge, except as disclosed on EXHIBIT Y-2 attached hereto, there is no default by the Marlton Ground Lessor now existing under the Marlton Ground Lease or the Marlton Access Agreement, nor have any notices of default been sent to the Marlton Ground Lessor by New Meditrust-LLC nor received from the Marlton Ground Lessor by New Meditrust-LLC relating to any default under the Marlton Ground Lease or the Marlton Access Agreement which, as of the date hereof, remains uncured or has not been waived in writing. Other than rent due for the month in which this Agreement has been executed, no rent has been paid in advance under the Marlton Ground Lease, and New Meditrust-LLC has no claim against the Marlton Ground Lessor for any deposits or prepaid expenses of any type. New Meditrust-LLC has not been given any free rent, partial rent, rebates, rent abatements or rent concessions of any kind by the Marlton Ground Lessor. The Marlton Ground Lessor is not holding a security deposit or any other escrow fund under the Marlton Ground Lease. To the best of the Meditrust Parties' knowledge, the Marlton Ground Lessor has not (i) sought or consented to the appointment of a receiver or trustee for itself or for the Marlton, NJ Land, (ii) filed a petition seeking relief under the bankruptcy or other similar laws of the United States or the state of New Jersey or (iii) made a general assignment for the benefit of creditors. (12)
