16(A) HEREOF, FAILURE OF PURCHASER TO DULY AND TIMELY PERFORM ITS
OBLIGATIONS UNDER SECTIONS 8(C) HEREOF AND TO CONSUMMATE THE PROPERTY CLOSING
UPON CLOSING, TIME BEING OF THE ESSENCE, SHALL BE AN IMMEDIATE, SUBSTANTIAL AND
MATERIAL DEFAULT BY PURCHASER HEREUNDER, WHEREUPON SELLER MAY (I) TERMINATE THIS
AGREEMENT, (II) OBTAIN AND KEEP THE DEPOSIT, AND (III) CONSUMMATE THE PROPERTY
CLOSING IN SELLER'S OWN NAME FOR SELLER'S OWN BENEFIT, IN WHICH CASE PURCHASER
SHALL BE DEEMED TO HAVE IRREVOCABLY RELINQUISHED ALL RIGHT, TITLE AND INTEREST,
IF ANY, IN AND TO THE DEPOSIT, THIS AGREEMENT, THE EXISTING LEASE AND THE
PROPERTY.
(F)
SELLER AGREES TO USE DILIGENT EFFORTS TO ENFORCE AND PRESERVE ITS
RIGHTS AND REMEDIES UNDER THE EXISTING LEASE WITH RESPECT TO THE EXERCISE OF THE
OPTION.
NOTHING HEREIN, HOWEVER, SHALL OBLIGATE SELLER TO (I) SEEK TO TERMINATE
THE EXISTING LEASE, (II) TAKE ANY ACTION OR FAIL TO TAKE ANY ACTION THAT WOULD
OR REASONABLY COULD PERMIT LESSOR TO SEEK TO TERMINATE SELLER'S LEASEHOLD
INTEREST IN THE EXISTING LEASE.
(G)
SELLER SHALL HAVE NO LIABILITY TO PURCHASER AND, SUBJECT TO
SELLER'S PERFORMING ITS OBLIGATIONS UNDER SECTION 8(F) HEREOF, SHALL NOT BE
DEEMED TO BE IN DEFAULT OF ANY OBLIGATION HEREUNDER, AS A RESULT OF OR RELATING
TO LESSOR DEFAULTING OR OTHERWISE FAILING OR REFUSING TO PERFORM ITS OBLIGATIONS
UNDER THE EXISTING LEASE.
9.
ESCROW/CLOSING DATE.
(A)
GENERAL.
SELLER AND PURCHASER AGREE TO EFFECTUATE THE CLOSING OF
THE LEASE ASSIGNMENT, THE PROPERTY PURCHASE AND THE LEASEBACK LEASE
(COLLECTIVELY, THE "CLOSING") AS FOLLOWS: (I) EXECUTION AND DELIVERY OF THE
LEASE ASSIGNMENT AND THE LEASEBACK LEASE SHALL TAKE PLACE SIMULTANEOUSLY AND VIA
"ESCROW CLOSING" (THE "ESCROW CLOSING") PURSUANT TO THE TERMS OF
SECTION 9(B) BELOW, AND (II) THE PROPERTY PURCHASE (TOGETHER WITH THE RELEASE OF
ESCROW FROM THE ESCROW CLOSING) SHALL TAKE PLACE AS SOON AS REASONABLY POSSIBLE
FOLLOWING THE ESCROW CLOSING, SUBJECT TO LESSOR BEING READY, WILLING AND ABLE TO
EFFECTUATE THE SAME, PURSUANT TO THE TERMS OF SECTION 9(C) BELOW, WITH THE NET
RESULT BEING THAT THE LEASE ASSIGNMENT, THE PROPERTY PURCHASE, THE LEASEBACK
LEASE AND THE ESCROW CLOSING SHALL ALL BE CONSUMMATED SIMULTANEOUSLY UPON
CLOSING.
(B)
ESCROW CLOSING.
THE ESCROW CLOSING SHALL TAKE PLACE AT 10:00 A.M.
ON MAY 3, 2005 (THE "ESCROW CLOSING DATE"), AT THE OFFICE OF LIONEL SAWYER &
COLLINS, 1700 BANK OF AMERICA PLAZA, 300 SOUTH FOURTH STREET, LAS VEGAS, NEVADA
89101.
TIME SHALL BE OF THE ESSENCE WITH RESPECT TO PURCHASER'S OBLIGATION TO
CLOSE HEREUNDER ON THE ESCROW CLOSING DATE.
AT THE ESCROW CLOSING (I) ALL
DOCUMENTS AND OTHER INSTRUMENTS REQUIRED TO BE DELIVERED AT CLOSING BY SELLER
AND PURCHASER PURSUANT TO SECTION 15 HEREOF SHALL BE DELIVERED INTO ESCROW WITH
LIONEL SAWYER & COLLINS (THE "CLOSING AGENT"), PURSUANT TO AND IN ACCORDANCE
WITH AN ESCROW INSTRUCTION LETTER, IN COMMERCIALLY REASONABLE FORM AND
SUBSTANCE, TO BE MUTUALLY AGREED TO BY CLOSING AGENT, SELLER AND PURCHASER (THE
"CLOSING AGREEMENT"), BUT WHICH CLOSING AGREEMENT SHALL PROVIDE, IN ANY EVENT,
THAT NO CLOSING SHALL OCCUR UNLESS AND UNTIL THE LEASE