AND THE SELLERS SHALL ENTER INTO SUCH COOPERATIVE ARRANGEMENTS AS MAY BE
REASONABLY ACCEPTABLE TO THE BUYERS AND THE SELLERS, BUT WHICH SHALL NOT, IN ANY
EVENT, RESULT IN A BREACH OR DEFAULT UNDER ANY CONTRACT, VIOLATE ANY LAW OR
MATERIALLY INCREASE THE OBLIGATIONS OF THE BUYERS OR THE SELLERS WITH RESPECT
THERETO.
(B)
IN THE EVENT THAT THE CONSENT FOR THE
CONTRACT IDENTIFIED ON SCHEDULE 7.19(B) OF THE SELLERS DISCLOSURE SCHEDULES IS
NOT OBTAINED FROM THE RELEVANT THIRD PARTY PRIOR TO CLOSING THEN THE PURCHASE
PRICE SHALL BE REDUCED BY $25,000,000 (TWENTY-FIVE MILLION DOLLARS) (THE
"PROPERTY ADJUSTMENT AMOUNT"); PROVIDED, THAT UPON ANY SUCH REDUCTION, ANY
RIGHTS AND INTERESTS IN SUCH CONTRACT AND THE OPERATIONS LOCATED AT THE PREMISES
THAT ARE THE SUBJECT OF SUCH CONTRACT (IF ANY) SHALL BE RETAINED BY THE SELLERS
OR AN AFFILIATE THEREOF; PROVIDED, FURTHER, THAT ANY TERMINATION PAYMENT PAID OR
PAYABLE WITH RESPECT TO SUCH CONTRACT SHALL BE FOR THE ACCOUNT OF THE SELLERS.
COMMENCING AS SOON AS PRACTICABLE FOLLOWING THE EXERCISE DATE AND CONTINUING
UNTIL THE EARLIER TO OCCUR OF CLOSING OR THE RECEIPT OF THE "CONSENT AND
ESTOPPEL CERTIFICATES" AND "NDAS" (AS DEFINED BELOW), THE SELLERS SHALL USE
COMMERCIALLY REASONABLE EFFORTS (A) TO CAUSE THE SUBLANDLORD AND PRIME LANDLORD
TO EXECUTE AND DELIVER ANY CONSENTS OF THE SUBLANDLORD AND THE PRIME LANDLORD
REQUIRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS
WELL AS ESTOPPEL CERTIFICATES FROM THE SUBLANDLORD AND PRIME LANDLORD
(COLLECTIVELY, THE "CONSENT AND ESTOPPEL CERTIFICATES"), AND (B) IF THERE ARE
ANY FEEHOLD OR LEASEHOLD MORTGAGE(S) OR DEED(S) OF TRUST ENCUMBERING THE
INTEREST(S) OF THE SUBLANDLORD OR THE PRIME LANDLORD IN THE PREMISES DESCRIBED
BY THE CONTRACT IDENTIFIED ON SCHEDULE 7.19(B), TO OBTAIN FULLY EXECUTED
NONDISTURBANCE AGREEMENTS FROM THE MORTGAGEES OR BENEFICIARIES THEREOF (THE
"NDAS"), IN EACH CASE IN FORM AND SUBSTANCE ACCEPTABLE TO THE BUYERS, SUCH
ACCEPTANCE NOT TO BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED.
THE BUYERS
SHALL REASONABLY COOPERATE IN THE SELLERS' EFFORTS TO OBTAIN SUCH
72
CONSENT AND ESTOPPEL CERTIFICATES AND NDAS, AND SUCH COOPERATION SHALL INCLUDE
(X) PROVIDING SUCH INFORMATION REGARDING THE BUYERS OR PARENT AND THEIR
RESPECTIVE PERSONNEL, PLANS FOR THE PREMISES DESCRIBED BY THE CONTRACT
IDENTIFIED ON SCHEDULE 7.19(B) OR CASINO OPERATIONS AS REASONABLY REQUESTED BY
PRIME LANDLORD OR SUBLANDLORD AND (Y) EXECUTING ANY AMENDMENTS TO THE CONTRACT
IDENTIFIED ON SCHEDULE 7.19(B) OR OTHER DOCUMENTS OR AGREEMENTS THAT ARE NOT
MATERIALLY ADVERSE TO THE SUBLANDLORD OR TO THE BUYERS OR THEIR AFFILIATES.
IN
THE EVENT THE CONSENT AND ESTOPPEL CERTIFICATES (AND THE NDAS, IF APPLICABLE)
ARE DELIVERED TO THE BUYERS PRIOR TO CLOSING, THE PURCHASE PRICE SHALL NOT BE
REDUCED BY THE PROPERTY ADJUSTMENT AMOUNT.
7.20.
FIRPTA Certificates.
(A)
AT THE CLOSING, THE BUYERS SHALL HAVE
RECEIVED FROM HOLDCO A DULY EXECUTED CERTIFICATE ("FIRPTA CERTIFICATE") THAT
COMPLIES WITH THE REQUIREMENTS OF EITHER SECTION 1445(B)(2) OR
SECTION 1445(B)(3) OF THE CODE AND THE TREASURY REGULATIONS PROMULGATED
THEREUNDER; NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF HOLDCO FAILS TO
DELIVER A FIRPTA CERTIFICATE, THE PARTIES