PROPERTY.
1.26
WATERFRONT AREA:
AS USED HEREIN, THE TERM "WATERFRONT AREA" SHALL
MEAN AND REFER TO THE LAND SHADED IN BLUE AND LIGHT BLUE ON EXHIBIT "A-1"
ATTACHED HERETO AND INCORPORATED HEREIN.
4
ARTICLE 2
DEMISE, POSSESSION, TERM, OPTIONS TO EXTEND
2.1
DEMISE OF PREMISES:
LANDLORD HEREBY LEASES TO TENANT, AND TENANT
HEREBY LEASES FROM LANDLORD, THE PREMISES FOR THE LEASE TERM UPON THE TERMS AND
CONDITIONS CONTAINED IN THIS LEASE.
TENANT'S LEASE OF THE PREMISES SHALL BE
SUBJECT ONLY TO THOSE EXCEPTIONS TO LANDLORD'S FEE TITLE DESCRIBED ON EXHIBIT
"C" ATTACHED HERETO AND MADE A PART HEREOF (THE "PERMITTED EXCEPTIONS").
LANDLORD WARRANTS AND REPRESENTS TO TENANT THAT LANDLORD IS THE OWNER IN FEE
SIMPLE ABSOLUTE OF THE PREMISES FREE AND CLEAR OF ANY LIENS, ENCUMBRANCES,
LEASES, RIGHTS OF USE OR OCCUPANCY OR ANY OTHER RIGHTS OR PRIVILEGES, OTHER THAN
THE PERMITTED EXCEPTIONS.
2.2
ACQUISITION OF THE INITIAL ACQUISITION PROPERTY BY LANDLORD:
WITHIN SIXTY (60) DAYS FROM THE EXECUTION DATE, LANDLORD SHALL ACQUIRE THE
INITIAL ACQUISITION PROPERTY ON THE FOLLOWING TERMS:
A.
THE PURCHASE PRICE SHALL BE $12,800,000.
B.
TITLE TO THE INITIAL ACQUISITION PROPERTY SHALL BE GOOD AND
MARKETABLE, SUBJECT ONLY TO THE TERMS, COVENANTS AND CONDITIONS OF ANY
APPLICABLE TIDELANDS LEASE AND THOSE EASEMENTS, COVENANTS AND RESTRICTIONS
REASONABLY ACCEPTABLE TO LANDLORD.
IF THERE ARE ANY MORTGAGES RECORDED AGAINST
THE INITIAL ACQUISITION PROPERTY THAT TENANT DOES NOT INTEND TO CAUSE SUCH
MORTGAGES TO BE RELEASED OR DISCHARGED UPON THE SALE OF THE INITIAL ACQUISITION
PROPERTY, TENANT SHALL CAUSE SUCH MORTGAGES TO BE CONVERTED TO LEASEHOLD
MORTGAGES, SUCH MORTGAGES TO BE SUBORDINATED TO ANY PURCHASE MONEY MORTGAGE
GIVEN BY LANDLORD TO EITHER A THIRD PARTY LENDER OR TENANT PURSUANT TO SECTION
2.2C(I) OR SECTION 2.2D(I), AS APPLICABLE, BELOW.
C.
LANDLORD MAY FINANCE THE ACQUISITION THROUGH FINANCING FROM THIRD
PARTY LENDING SOURCES, ON THOSE TERMS AND CONDITIONS ACCEPTABLE TO SUCH LENDING
SOURCE, PROVIDED, HOWEVER, THAT THE FOLLOWING SHALL APPLY:
(I)
ANY MORTGAGE(S) GIVEN BY LANDLORD TO SECURE ANY LOAN SHALL ONLY
ENCUMBER LANDLORD'S FEE TITLE TO OR LEASEHOLD INTEREST IN THE INITIAL
ACQUISITION PROPERTY AND NOT TENANT'S ESTATE OR TITLE TO THE IMPROVEMENTS OR
TENANTS TRADE FIXTURES OR PERSONAL PROPERTY.
(II)
IN NO EVENT SHALL LANDLORD OBTAIN A MORTGAGE FROM ANY PARTY THAT
WOULD JEOPARDIZE TENANT'S GAMING LICENSE AND ANY AND ALL SUCH LENDERS SHALL BE
SUBJECT TO ALL SUITABILITY AND OTHER REQUIREMENTS EXISTING UNDER THE APPLICABLE
GAMING REGULATIONS.
(III)
ANY SUCH LENDER SHALL EXECUTE AND DELIVER TO TENANT A
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT IN FORM AND SUBSTANCE
REASONABLY ACCEPTABLE TO TENANT AND SUCH LENDER.
5
(IV)
IMMEDIATELY FOLLOWING SETTLEMENT ON SUCH FINANCING, LANDLORD SHALL
GIVE TENANT A COPY OF ANY MORTGAGE OR OTHER SECURITY DOCUMENT RECORDED OR FILED
AGAINST THE INITIAL ACQUISITION PROPERTY AND/OR THE PREMISES OR ANY PART
THEREOF.
D.
LANDLORD, AT LANDLORD'S OPTION MAY FINANCE THE ACQUISITION THROUGH
RENT CREDITS DETERMINED AS FOLLOWS:
(I)
THE AGGREGATE NET PURCHASE PRICE TO BE FINANCED SHALL ACCRUE
INTEREST AT THE FLOATING RATE OF THE PRIME RATE PLUS THREE