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EXHIBIT J
TO
PARTICIPATION AGREEMENT
FORM OF CERTIFICATE OF ACCEPTANCE OF LESSEE
TO: Xxxxxx Financial Leasing, Inc. as Agent ("Agent") pursuant to that
certain Participation Agreement, dated as of May 28, 1999, among
Stratosphere Gaming Corp., a Nevada corporation ("Lessee"),
Stratosphere Corporation, a Delaware corporation, as Guarantor, First
Security Trust Company of Nevada, not in its individual capacity, but
solely as Trustee, the Agent and the Lenders identified therein.
Capitalized terms used herein shall have the meanings assigned thereto
in Appendix 1 to the Participation Agreement.
Lessee hereby certifies to you, and for the benefit of the Lenders, as
follows:
1. (i) that it has inspected, received, approved and accepted
delivery of all of the items of Equipment described in
Schedule I to that certain Xxxx of Sale to Agent, dated the
date hereof (the "Items of Equipment") for all purposes of the
Lease and the other operative Documents; and
(ii) such Items of Equipment are in good operating
order, repair, condition and appearance and without any defect
therein with respect to design, manufacture, condition
(reasonable wear and tear excepted), operation or fitness for
use or in any other respect whether or not discoverable by
Lessee as of the date hereof.
2. that it hereby confirms acceptance of delivery on May 28,1999,
and lease from the Lessor under the Lease of such Items of
Equipment.
3. that it hereby represents and warrants that no event which
would constitute a Casualty or Non-Casualty Loss and no notice
of such Casualty or Non-Casualty Loss has been given to Lessee
or any of its Affiliates with respect to such Item of
Equipment as of the date hereof. Lessee hereby reaffirms each
of the representations and warranties set forth at Section 4.1
of the Participation Agreement as if made on the date hereof,
except to the extent any such representation and warranty
relates to an earlier date, including that such Items of
Equipment are free and clear of all Liens other than Permitted
Liens.
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Certificate of Acceptance
IN WITNESS WHEREOF, Lessee has caused this Certificate of
Acceptance to be duly executed and delivered by one of its officers thereunto
duly authorized this 28th day of May, 1999.
STRATOSPHERE GAMING CORP.
By:_____________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Administration
Chief Financial Office
