Common use of Tenant’s Obligation to Restore Clause in Contracts

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretion. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If less than substantially all of the Premises shall be so taken, this Lease and the Term shall continue as to the portion of the Premises remaining without abatement of Base Rent or any part Additional Costs or Impositions or diminution of any of the Project shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”)’s obligations hereunder. Whether or not the foregoing notice requirement applies, Tenant shallTenant, whether or not such damage the award or destruction shall have been insured, and whether or not insurance proceedsawards, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence shall (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least proceed diligently to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class Restore any remaining part of the Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with not so taken so that the consent of the FCRHA, may elect to make, provided that, after the Restoration, the Project latter shall be complete, operable and in substantial good condition and repair in conformity with the original Plans requirements of Section 8.01. In the event of a partial taking pursuant to this Section, the entire award attributable to such taking shall be deposited with the Depository for application to the cost of Restoration of the part of the Project not so taken. Subject to the provisions and Specifications; with any changes limitations in this Article 9, Depository shall make available to Tenant as mutually agreed to much of that portion of the award actually received and held by Tenant Depository, if any, less all necessary and proper expenses paid or incurred by Depository, the Mortgagee most senior in lien and the FCRHAFCRHA in the condemnation proceedings, acting in their reasonable discretion. If Tenant shall fail or neglect as may be necessary to Restore with reasonable diligence (subject to Unavoidable Delays) pay the cost of Restoration of the part of the Project or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expenseremaining. Each such Such Restoration shall be done in accordance with and subject to the provisions of this LeaseArticle 8. In any case where this Lease Payments to Tenant as aforesaid shall expire or be terminated prior disbursed in the manner and subject to the conditions set forth in Article 8. Any balance of the award held by Depository and any cash and the proceeds of any security deposited with Depository pursuant to Section 9.04 remaining after completion of Restoration, the Restoration shall be paid to Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainderor its Mortgagee, if any, . Each of the Restoration Funds previously received parties shall execute any and all documents that may be reasonably required in order to facilitate collection by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination them of this Leasesuch awards.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project Premises shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give Landlord prompt notice thereof (except with respect to partial damage the FCRHA immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the reasonably estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will repair of which shall be less than Three Five Hundred Fifty Thousand and No/100 Dollars ($350,000500,000.00)), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shallTenant, whether or not such damage or destruction shall have been insuredinsured or insurable, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such (collectively, “Restoration”), with reasonable diligence (subject to Unavoidable DelaysForce Majeure) shall repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least in accordance with the Restrictions and to a value which shall be not less than the value prior to such fire or other casualty and nearly as practicable to the extent character of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the Project Premises existing immediately prior to such occurrenceoccurrence (subject to Tenant’s right to make Alterations), with such changes and Landlord, in no event, shall be called upon to Restore the Premises, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure) the Project Premises or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Upon Landlord’s election to so complete the Restoration, Tenant and Depositary immediately shall pay to Landlord the insurance proceeds in accordance with the terms of Section 14.02 below with interest thereon at the Default Rate on amounts expended by Landlord in connection therewith. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project improvements on the Premises shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseenunforeseen (a “Casualty Event”), Tenant shall give to the FCRHA immediate Landlord prompt written notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) Force Majeure and Section 14.03 below), shall repair, alter, restore, replace and rebuild (collectively, “Restore” or “Restoration”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project improvements on the Premises existing immediately prior to such occurrenceCasualty Event, with such changes and in no event shall Landlord be called upon to Restore the improvements on the Premises, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant is required to but shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure and Section 14.03 below) the Project improvements on the Premises or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days’ prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Each such Restoration , the costs for which Tenant shall be done in accordance with the provisions of this Leaseobligated to reimburse Landlord and until paid shall accrue Default Interest. In the event the insurance proceeds after deduction of reasonable costs and expenses, if any, incurred by Tenant, Landlord or a Mortgagee in collecting the same (collectively, “Net Insurance Proceeds”) of any case where this Lease Casualty Event are less than One Million Two Hundred Thousand Dollars ($1,200,000), increased annually based on increases in the CPI (the “Restoration Threshold”), Landlord shall expire disburse, or cause to be terminated prior disbursed, to Tenant such Net Insurance Proceeds. In the completion of Restorationevent the Net Insurance Proceeds are greater than the Restoration Threshold, Tenant Landlord shall account use commercially reasonable efforts to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over disburse or cause Mortgagee to the FCRHA, disburse such Net Insurance Proceeds within ten (10) days after demandupon Landlord being furnished with (a) evidence reasonably satisfactory to Landlord of the estimated cost of completion of the Restoration, (b) such architect’s certificates, waivers of lien, contractor’s sworn statements, mortgagee’s title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Landlord may reasonably require and approve in Landlord’s reasonable discretion, and (c) all plans and specifications for such Restoration, such plans and specifications to be approved by Landlord prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to diligently provide or cause Mortgagee to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the remainderreasonable objection) following Landlord’s receipt of such plans and specifications. Landlord may, if anyat Tenant’s reasonable expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to cause the consultant to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the reasonable objection) following such consultant’s and/or Landlord’s receipt of Tenant’s request for disbursement. No payment made prior to the final completion of the Restoration Funds previously received shall exceed ninety percent (90%) of the value of the work performed; funds other than the Net Insurance Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds then held by itLandlord, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Landlord by or on behalf of Tenant for that purpose, shall be at least sufficient in the reasonable judgment of Landlord to pay for the cost of completion of the Restoration, free and clear of all liens or claims for a lien. Tenant’s obligations for Prior to the disbursement of any portion of the Net Insurance Proceeds, Tenant shall provide evidence reasonably satisfactory to Landlord of the payment of Restoration expenses by Tenant up to the amount of the insurance deductible applicable to such Casualty Event. Landlord shall be entitled to keep any portion of the Net Insurance Proceeds which commenced (or which may be in excess of the cost of Restoration, and Tenant was obligated to commence) under shall bear all additional costs and expense of such Restoration in excess of the Net Insurance Proceeds. Notwithstanding anything in this Section 8.01 14.01 to the contrary, if, at the time of a Casualty Event, Tenant fails to meet an EBITDAR Ratio of 1.15 to 1 calculated on a trailing twelve (12) month basis at the time of such test, then Landlord shall survive have the expiration or termination right after the Casualty Event to withhold the applicable insurance proceeds for the Restoration if, at Mortgagee’s election, Mortgagee desires to apply the insurance proceeds relating to such Casualty Event to the payment of this LeaseLandlord’s Mortgage (a “Casualty Withholding Event”). Promptly upon Landlord’s receipt of notice from Mortgagee of a Casualty Withholding Event (provided that Landlord shall use commercially reasonable efforts to cause Mortgagee to notify it as soon as possible of a decision), Landlord shall provide written notice thereof to Tenant.

Tenant’s Obligation to Restore. (a) If all or any part In the event of any a partial taking of the Project shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or natureTenant’s Facility, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether at no cost or not the foregoing notice requirement applies, Tenant shallexpense to Landlord, whether or not such damage the award or destruction shall have been insured, and whether or not insurance proceedsawards, if any, shall be sufficient for the purpose purpose, shall proceed diligently to restore any remaining part of Tenant’s Facility not so taken so that the same shall be a complete, rentable, self-contained architectural unit in good condition and repair. Such restoration shall be done by Tenant in accordance with Tenant’s Plans and Specifications (as such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace Plans and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, Specifications may be modified with the consent of Landlord and the FCRHALeasehold Mortgagee). To the extent the proceeds of any condemnation award available to Tenant for the purpose of restoration pursuant to this Article VIII is insufficient for the purpose of paying for such restoration, may elect Tenant shall nevertheless be required to makemake the restoration and shall pay any additional sums required for the restoration. Tenant shall not be obligated to so restore if such taking occurs during the five (5) year period prior to the end of the Lease Term, provided that, after or if at the Restoration, time of such taking the Project shall be then existing zoning laws or building regulations will not permit Restoration in substantial conformity accordance with the original Tenant’s Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretion. If Tenant is not obligated to restore Tenant’s Facility and shall fail determine that it will not restore Tenant’s Facility, Tenant shall give Landlord notice of such determination within sixty (60) days after the date of such taking and this Lease shall terminate; provided, however, that the Lease shall in no event terminate under such circumstances until the indebtedness secured by the Leasehold Mortgage shall have been paid in full. If Tenant is not obligated to restore Tenant’s Facility, but shall determine that it will restore Tenant’s Facility, Tenant shall give Landlord notice of such determination within sixty (60) days after the date of such taking or neglect to Restore condemnation, and this Lease shall not terminate and such award or proceeds shall be disbursed in the manner provided in Section 7.5 hereof, and Tenant shall proceed with reasonable diligence (subject to Unavoidable Delays) the Project or Restoration in accordance with this Section 8.1(d). In the portion thereof so damaged or destroyed, or having so commenced such Restoration, event Tenant shall fail to complete give Landlord notice of its determination whether or not Tenant will restore Tenant’s Facility within the time provided herein, Tenant shall be deemed to have elected to restore the Tenant’s Facility, to the same with reasonable diligence extent and upon the same terms as if Tenant had notified Landlord to that effect within sixty (subject to Unavoidable Delays60) in accordance with days after the terms date of this Lease, such taking or if prior condemnation. Notwithstanding anything to the completion contrary contained herein, if an Event of any such Restoration by Tenant, Default shall occur under this Lease and Landlord shall expire or be terminated for any reason, furnish the FCRHA may after Leasehold Mortgagee written notice to Tenant of such Default, then and expiration of in such event the cure periods applicable to such failure, Leasehold Mortgagee shall be entitled (but shall not be required toobligated) to utilize the proceeds of any condemnation award which it is otherwise holding for the purpose of paying restoration costs and apply such proceeds to cure such Event of Default, complete such Restoration at Tenant’s expense. Each such Restoration and Tenant shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior responsible for paying to the completion of RestorationLeasehold Mortgagee, Tenant shall account promptly upon demand, an amount equal to the FCRHA proceeds so applied to replenish the funds to be used for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Leasepaying restoration costs.

Tenant’s Obligation to Restore. (a) If all or any part of the improvements on any of the Project Property Location shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseenunforeseen (a “Casualty Event”), Tenant shall give to the FCRHA immediate Landlord prompt written notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) Force Majeure and Section 14.03 below), shall repair, alter, restore, replace and rebuild (collectively, “Restore” or “Restoration”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project improvements on such Property Location existing immediately prior to such occurrenceCasualty Event, with and in no event shall Landlord be called upon to Restore the improvements on such changes Property Location, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant is required to but shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure and Section 14.03 below) the Project improvements on such Property Location or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days’ prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Each such Restoration , the costs for which Tenant shall be done in accordance with the provisions of this Leaseobligated to reimburse Landlord and until paid shall accrue Default Interest. In the event the insurance proceeds after deduction of any case where this Lease reasonable costs and expenses, if any, incurred by Tenant, Landlord or a Mortgagee in collecting the same (collectively, “Net Insurance Proceeds”) of any Casualty Event are less than One Million Dollars ($1,000,000.00), increased annually based on increases in the CPI (the “Restoration Threshold”), Landlord shall expire disburse, or cause to be terminated prior disbursed, to Tenant such Net Insurance Proceeds. In the completion of Restorationevent the Net Insurance Proceeds are greater than the Restoration Threshold, Tenant Landlord shall account use commercially reasonable efforts to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over disburse or cause Mortgagee to the FCRHA, disburse such Net Insurance Proceeds within ten (10) days after demandupon Landlord being furnished with (a) evidence reasonably satisfactory to Landlord of the estimated cost of completion of the Restoration, (b) such architect’s certificates, waivers of lien, contractor’s sworn statements, mortgagee’s title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Landlord may reasonably require and approve in Landlord’s reasonable discretion, and (c) all plans and specifications for such Restoration, such plans and specifications to be approved by Landlord prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to diligently provide or cause Mortgagee to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the remainderreasonable objection) following Landlord’s receipt of such plans and specifications. Landlord may, if anyat Tenant’s reasonable expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to cause the consultant to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the reasonable objection) following such consultant’s and/or Landlord’s receipt of Tenant’s request for disbursement. No payment made prior to the final completion of the Restoration Funds previously received shall exceed ninety percent (90%) of the value of the work performed; funds other than the Net Insurance Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds then held by itLandlord, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Landlord by or on behalf of Tenant for that purpose, shall be at least sufficient in the reasonable judgment of Landlord to pay for the cost of completion of the Restoration, free and clear of all liens or claims for a lien. Tenant’s obligations for Prior to the disbursement of any portion of the Net Insurance Proceeds, Tenant shall provide evidence reasonably satisfactory to Landlord of the payment of Restoration expenses by Tenant up to the amount of the insurance deductible applicable to such Casualty Event. Landlord shall be entitled to keep any portion of the Net Insurance Proceeds which commenced (or which may be in excess of the cost of Restoration, and Tenant was obligated to commence) under shall bear all additional costs and expense of such Restoration in excess of the Net Insurance Proceeds. Notwithstanding anything in this Section 8.01 14.01 to the contrary, if, at the time of a Casualty Event, Tenant fails to meet an EBITDAR Ratio (as defined in Section 30.06(c)) of 1.15 to 1 calculated on a trailing twelve (12) month basis at the time of such test, then Landlord shall survive have the expiration or termination right after the Casualty Event to withhold the applicable insurance proceeds for the Restoration if, at Mortgagee’s election, Mortgagee desires to apply the insurance proceeds relating to such Casualty Event to the payment of this LeaseLandlord’s Mortgage (a “Casualty Withholding Event”). Promptly upon Landlord’s receipt of notice from Mortgagee of a Casualty Withholding Event (provided that Landlord shall use commercially reasonable efforts to cause Mortgagee to notify it as soon as possible of a decision), Landlord shall provide written notice thereof to Tenant.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA Landlord immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Five Hundred Fifty Thousand Dollars ($350,000), 500,000) (as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”occurs). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the the‌‌ Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of the FCRHALandlord, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHALandlord, acting in their reasonable discretion. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA Landlord may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA Landlord for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHALandlord, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated required to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of the improvements on any of the Project Property Location shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseenunforeseen (a “Casualty Event”), Tenant shall give to the FCRHA immediate Landlord prompt written notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) Force Majeure and Section 14.03 below), shall repair, alter, restore, replace and rebuild (collectively, “Restore” or “Restoration”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project improvements on such Property Location existing immediately prior to such occurrenceCasualty Event, with and in no event shall Landlord be called upon to Restore the improvements on such changes Property Location, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant is required to but shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure and Section 14.03 below) the Project improvements on such Property Location or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days’ prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Each such Restoration , the costs for which Tenant shall be done in accordance with the provisions of this Leaseobligated to reimburse Landlord and until paid shall accrue Default Interest. In the event the insurance proceeds after deduction of any case where this Lease reasonable costs and expenses, if any, incurred by Tenant, Landlord or a Mortgagee in collecting the same (collectively, “Net Insurance Proceeds”) of any Casualty Event are less than Three Hundred Seventy-Five Thousand Dollars ($375,000.00), increased annually based on increases in the CPI (the “Restoration Threshold”), Landlord shall expire disburse, or cause to be terminated prior disbursed, to Tenant such Net Insurance Proceeds. In the completion of Restorationevent the Net Insurance Proceeds are greater than the Restoration Threshold, Tenant Landlord shall account use commercially reasonable efforts to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over disburse or cause Mortgagee to the FCRHA, disburse such Net Insurance Proceeds within ten (10) days after demandupon Landlord being furnished with (a) evidence reasonably satisfactory to Landlord of the estimated cost of completion of the Restoration, (b) such architect’s certificates, waivers of lien, contractor’s sworn statements, mortgagee’s title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Landlord may reasonably require and approve in Landlord’s reasonable discretion, and (c) all plans and specifications for such Restoration, such plans and specifications to be approved by Landlord prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to diligently provide or cause Mortgagee to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the remainderreasonable objection) following Landlord’s receipt of such plans and specifications. Landlord may, if anyat Tenant’s reasonable expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to cause the consultant to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the reasonable objection) following such consultant’s and/or Landlord’s receipt of Xxxxxx’s request for disbursement. No payment made prior to the final completion of the Restoration Funds previously received shall exceed ninety percent (90%) of the value of the work performed; funds other than the Net Insurance Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds then held by itLandlord, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Landlord by or on behalf of Tenant for that purpose, shall be at least sufficient in the reasonable judgment of Landlord to pay for the cost of completion of the Restoration, free and clear of all liens or claims for a lien. Tenant’s obligations for Prior to the disbursement of any portion of the Net Insurance Proceeds, Tenant shall provide evidence reasonably satisfactory to Landlord of the payment of Restoration expenses by Tenant up to the amount of the insurance deductible applicable to such Casualty Event. Landlord shall be entitled to keep any portion of the Net Insurance Proceeds which commenced (or which may be in excess of the cost of Restoration, and Tenant was obligated to commence) under shall bear all additional costs and expense of such Restoration in excess of the Net Insurance Proceeds. Notwithstanding anything in this Section 8.01 14.01 to the contrary, if, at the time of a Casualty Event, Tenant fails to meet an EBITDAR Ratio (as defined in Section 30.06(c)) of 1.15 to 1 calculated on a trailing twelve (12) month basis at the time of such test, then Landlord shall survive have the expiration or termination right after the Casualty Event to withhold the applicable insurance proceeds for the Restoration if, at Mortgagee’s election, Mortgagee desires to apply the insurance proceeds relating to such Casualty Event to the payment of this LeaseLandlord’s Mortgage (a “Casualty Withholding Event”). Promptly upon Xxxxxxxx’s receipt of notice from Mortgagee of a Casualty Withholding Event (provided that Landlord shall use commercially reasonable efforts to cause Mortgagee to notify it as soon as possible of a decision), Landlord shall provide written notice thereof to Tenant.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project Improvements shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA Landlord immediate notice thereof, thereof (except that no notice or related approvals from with respect to partial damage the FCRHA shall be required if the reasonably estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will repair of which shall be less than Three Hundred Fifty Thousand Dollars ($350,000100,000.00), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shallTenant, whether or not such damage or destruction shall have been insuredinsured or insurable, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of purpose, and whether or not the Leasehold Mortgagee shall permit such insurance proceeds to be used for such repairs, alterations, restorations, replacements and rebuilding (collectively, "Restoration"), with reasonable diligence (subject to Unavoidable Delays) shall repair, alter, restore, replace and rebuild (collectively, “"Restore”") the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project Improvements existing immediately prior to such occurrence, with such changes and Landlord, in no event, shall be called upon to Restore the Improvements, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project Improvements or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA Landlord may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s 's expense. Upon Landlord's election to so complete the Restoration, Tenant immediately shall pay to Landlord all insurance proceeds which shall have been received by Tenant, minus those amounts, if any, which Tenant shall have applied to the Restoration, and if such sums are insufficient to complete the Restoration, Tenant, on demand, shall pay the deficiency to Landlord. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA Landlord immediate notice thereof, except that no notice or related approvals from the FCRHA Landlord shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand One Million Dollars ($350,000), 1,000,000) (as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”occurs). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of the FCRHALandlord, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHALandlord, acting in their reasonable discretion. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project or the portion thereof so damaged or destroyeddestroyed as required by this Article 8, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA Landlord may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA Landlord for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHALandlord, within ten (10) days Business Days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease. Tenant will commence Restoration no later than six (6) months after the casualty and shall continue thereafter diligently and without interruption as provided herein. Tenant shall diligently prosecute such Restoration to completion, and in any event, such Restoration shall be completed, subject to Unavoidable Delays, within eighteen (18) months after the commencement of the Restoration, or such longer period as may be reasonably required as agreed to by Landlord and Tenant, in each party’s reasonable judgement. In the event Tenant does not commence Restoration within the applicable time period, or if Tenant does not thereafter diligently prosecute such Restoration to completion and complete such Restoration within the applicable time period (subject to Unavoidable Delay), then it shall be an Event of Default hereunder. In no event will Landlord be obligated to Restore the Project or any portion thereof or to pay any of the costs or expenses thereof.

Tenant’s Obligation to Restore. (a) If all or any part of the improvements on any of the Project Property Location shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseenunforeseen (a “Casualty Event”), Tenant shall give to the FCRHA immediate Landlord prompt written notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) Force Majeure), shall repair, alter, restore, replace and rebuild (collectively, “Restore” or “Restoration”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project improvements on such Property Location existing immediately prior to such occurrence, with and in no event shall Landlord be called upon to Restore the improvements on such changes Property Location, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant is required to but shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure) the Project improvements on such Property Location or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days’ prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease, plus Default Interest. In the event the insurance proceeds after deduction of any case where this Lease reasonable costs and expenses, if any, incurred by Tenant, Landlord or a Lender in collecting the same (collectively, “Net Insurance Proceeds”) of any Casualty Event are less than [One Million Dollars ($1,000,000.00) – ShopKo][Three Hundred Seventy-Five Thousand Dollars ($375,000.00) – Pamida] (the “Restoration Threshold”), Landlord shall expire disburse, or cause to be terminated prior disbursed, to Tenant such Net Insurance Proceeds. In the completion of Restorationevent the Net Insurance Proceeds are greater than the Restoration Threshold, Tenant Landlord shall account use commercially reasonable efforts to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over disburse or cause Lender to the FCRHA, disburse such Net Insurance Proceeds within ten (10) days after demandupon Landlord being furnished with (i) evidence reasonably satisfactory to Landlord of the estimated cost of completion of the Restoration, (ii) such architect’s certificates, waivers of lien, contractor’s sworn statements, mortgagee’s title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Landlord may reasonably require and approve in Landlord’s reasonable discretion, and (iii) all plans and specifications for such Restoration, such plans and specifications to be approved by Landlord prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to diligently provide or cause Lender to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the remainderreasonable objection) following Landlord’s receipt of such plans and specifications. Landlord may, if anyat Tenant’s reasonable expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to cause the consultant to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the reasonable objection) following such consultant’s and/or Landlord’s receipt of Tenant’s request for disbursement. No payment made prior to the final completion of the Restoration Funds previously received shall exceed ninety percent (90%) of the value of the work performed; funds other than the Net Insurance Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds then held by itLandlord, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Landlord by or on behalf of Tenant for that purpose, shall be at least sufficient in the reasonable judgment of Landlord to pay for the cost of completion of the Restoration, free and clear of all liens or claims for a lien. Tenant’s obligations for Prior to the disbursement of any portion of the Net Insurance Proceeds, Tenant shall provide evidence reasonably satisfactory to Landlord of the payment of Restoration expenses by Tenant up to the amount of the insurance deductible applicable to such Casualty Event. Landlord shall be entitled to keep any portion of the Net Insurance Proceeds which commenced (or which may be in excess of the cost of Restoration, and Tenant was obligated to commence) under shall bear all additional costs and expense of such Restoration in excess of the Net Insurance Proceeds. Notwithstanding anything in this Section 8.01 14.01 to the contrary, if, at the time of a Casualty Event, Tenant fails to meet an EBITDAR Ratio (as hereinafter defined in Section 30.06(c)) of 1.15 to 1 calculated on a trailing twelve (12) month basis at the time of such test, then Landlord shall survive have the expiration or termination right after the Casualty Event to withhold the applicable insurance proceeds for the Restoration if, at Lender’s election, Lender desires to apply the insurance proceeds relating to such Casualty Event to the payment of this LeaseLandlord’s Mortgage (a “Casualty Withholding Event”). Promptly upon Landlord’s receipt of notice from Lender of a Casualty Withholding Event (provided that Landlord shall use commercially reasonable efforts to cause Lender to notify it as soon as possible of a decision), Lender shall provide written notice thereof to Tenant.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA Landlord immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Five Hundred Fifty Thousand Dollars ($350,000), 500,000) (as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”occurs). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the the‌‌ Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of the FCRHALandlord, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant Xxxxxx and the FCRHALandlord, acting in their reasonable discretion. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA Landlord may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA Landlord for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHALandlord, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated required to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of any portion of the Project shall be Premises or the Improvements (including, without limitation, the Bulkhead and the Pier infrastructure) are damaged or destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or naturecasualty, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA immediate notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding unforeseen (collectively, a “RestorationCasualty”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date at its sole cost and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shallexpense, whether or not such damage or destruction shall have been insured, and whether or not such insurance proceeds, if any, shall be sufficient for repairs, alterations, restorations, replacements and rebuilding, shall restore the purpose of such Restoration, with reasonable diligence Premises and the Improvements (subject to Unavoidable Delaysas applicable) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the conditioncondition in which they existed immediately before such Casualty (a “Casualty Restoration”) (but not with respect to any personalty or equipment belonging to any subtenant), quality provided the cost of such restoration either (x) is $25,000 or less or (y) exceeds $25,000 and class the insurance proceeds is equal to at least ninety percent (90%) of the Project existing immediately cost thereof. Notwithstanding the foregoing, if any Vessel is damaged, Tenant shall have no obligation to perform a Casualty Restoration with respect to such Vessel, unless (i) such Casualty shall cause to exist on such Vessel a dangerous condition or (ii) such Casualty results in a condition which, if left unremediated, would create a dangerous condition or impair Tenant’s ability to operate the Museum; provided, however, that in each case, Tenant shall nonetheless be required, subject to Requirements, to remove any and all debris and otherwise restore the Premises to its condition as of the date prior to such occurrenceCasualty subject to changes desired or required by Tenant and approved by Landlord to the extent set forth in, and in accordance with, this Lease. Notwithstanding the foregoing, if all or substantially all of the Intrepid is destroyed, and the cost of restoration does not exceed the proceeds of Tenant’s insurance, then Tenant must restore the Intrepid or replace it with such changes or alterations a reasonably similar historic naval vessel, so long as Tenant’s museum operations at the Premises and Tenant’s Mission are continued at substantially the same level and in the same manner as existed prior to such damage; provided, with however, if the consent restoration costs of the FCRHAIntrepid exceed the amount of the proceeds of Tenant’s insurance, may elect then Tenant shall have the option to makerestore the Intrepid, to replace it with a reasonably similar historic naval vessel, or to terminate this Lease, provided that, after the Restorationin each case, the Project Tenant shall be in substantial conformity with required, subject to Requirements, to remove any and all debris and restore the original Plans and Specifications; with any changes as mutually agreed Premises to by Tenant and its condition prior to the FCRHA, acting in their reasonable discretionCasualty. If Tenant shall fail or neglect elects not to Restore with reasonable diligence (subject restore the Intrepid to Unavoidable Delays) the Project or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail a condition that permits it to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior be open to the completion of any such Restoration by Tenantpublic, then Landlord shall have the right to terminate this Lease shall expire or be terminated for any reason, the FCRHA may after upon thirty (30) days’ written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of the improvements on any of the Project Property Location shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseenunforeseen (a “Casualty Event”), Tenant shall give to the FCRHA immediate Landlord prompt written notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) Force Majeure and Section 14.03 below), shall repair, alter, restore, replace and rebuild (collectively, “Restore” or “Restoration”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project improvements on such Property Location existing immediately prior to such occurrenceCasualty Event, with and in no event shall Landlord be called upon to Restore the improvements on such changes Property Location, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant is required to but shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure and Section 14.03 below) the Project improvements on such Property Location or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days’ prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Each such Restoration , the costs for which Tenant shall be done in accordance with the provisions of this Leaseobligated to reimburse Landlord and until paid shall accrue Default Interest. In the event the insurance proceeds after deduction of reasonable costs and expenses, if any, incurred by Tenant, Landlord or a Mortgagee in collecting the same (collectively, “Net Insurance Proceeds”) of any case where this Lease Casualty Event are less than One Million Dollars ($1,000,000.00), increased annually based on increases in the CPI (the “Restoration Threshold”), Landlord shall expire disburse, or cause to be terminated prior disbursed, to Tenant such Net Insurance Proceeds. In the completion of Restorationevent the Net Insurance Proceeds are greater than the Restoration Threshold, Tenant Landlord shall account use commercially reasonable efforts to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over disburse or cause Mortgagee to the FCRHA, disburse such Net Insurance Proceeds within ten (10) days after demandupon PHIL1 681004v.14 Landlord being furnished with (a) evidence reasonably satisfactory to Landlord of the estimated cost of completion of the Restoration, (b) such architect’s certificates, waivers of lien, contractor’s sworn statements, mortgagee’s title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Landlord may reasonably require and approve in Landlord’s reasonable discretion, and (c) all plans and specifications for such Restoration, such plans and specifications to be approved by Landlord prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to diligently provide or cause Mortgagee to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the remainderreasonable objection) following Landlord’s receipt of such plans and specifications. Landlord may, if anyat Tenant’s reasonable expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to cause the consultant to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the reasonable objection) following such consultant’s and/or Landlord’s receipt of Tenant’s request for disbursement. No payment made prior to the final completion of the Restoration Funds previously received shall exceed ninety percent (90%) of the value of the work performed; funds other than the Net Insurance Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds then held by itLandlord, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Landlord by or on behalf of Tenant for that purpose, shall be at least sufficient in the reasonable judgment of Landlord to pay for the cost of completion of the Restoration, free and clear of all liens or claims for a lien. Tenant’s obligations for Prior to the disbursement of any portion of the Net Insurance Proceeds, Tenant shall provide evidence reasonably satisfactory to Landlord of the payment of Restoration expenses by Tenant up to the amount of the insurance deductible applicable to such Casualty Event. Landlord shall be entitled to keep any portion of the Net Insurance Proceeds which commenced (or which may be in excess of the cost of Restoration, and Tenant was obligated to commence) under shall bear all additional costs and expense of such Restoration in excess of the Net Insurance Proceeds. Notwithstanding anything in this Section 8.01 14.01 to the contrary, if, at the time of a Casualty Event, Tenant fails to meet an EBITDAR Ratio of 1.15 to 1 calculated on a trailing twelve (12) month basis at the time of such test, then Landlord shall survive have the expiration or termination right after the Casualty Event to withhold the applicable insurance proceeds for the Restoration if, at Mortgagee’s election, Mortgagee desires to apply the insurance proceeds relating to such Casualty Event to the payment of this LeaseLandlord’s Mortgage (a “Casualty Withholding Event”). Promptly upon Landlord’s receipt of notice from Mortgagee of a Casualty Withholding Event (provided that Landlord shall use commercially reasonable efforts to cause Mortgagee to notify it as soon as possible of a decision), Landlord shall provide written notice thereof to Tenant.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project shall be is destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall will give to the FCRHA Landlord immediate notice thereofnotice, except that no notice or related approvals from the FCRHA shall Landlord will be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Five Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”occurs). Whether or not the foregoing notice requirement applies, Tenant shallwill, whether or not such damage or destruction shall will have been insured, and whether or not insurance proceeds, if any, shall will be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible to the condition, quality and class of the Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of the FCRHALandlord, may elect to make, provided that, after the Restoration, the Project shall will be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHALandlord, acting in their reasonable discretion. If Tenant shall will fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project or the portion thereof so damaged or destroyeddestroyed as required by this Article 8, or having so commenced such Restoration, shall will fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall will expire or be terminated for any reason, the FCRHA Landlord may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall will not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall will be done in accordance with the provisions of this Lease. In any case where this Lease shall will expire or be terminated prior to the completion of Restoration, Tenant shall will account to the FCRHA Landlord for all amounts spent in connection with any Restoration which was undertaken and shall will pay over to the FCRHALandlord, within ten (10) days Business Days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall will survive the expiration or termination of this Lease. Tenant will commence Restoration no later than six months after the casualty and will continue thereafter diligently and without interruption as provided herein. Tenant will diligently prosecute such Restoration to completion, and in any event, such Restoration will be completed, subject to Unavoidable Delays, within 18 months after the commencement of the Restoration, or such longer period as may be reasonably required as agreed to by Landlord and Tenant, in each party’s reasonable judgement. If Tenant does not commence Restoration within the applicable time period, or if Tenant does not thereafter diligently prosecute such Restoration to completion and complete such Restoration within the applicable time period (subject to Unavoidable Delay), then it will be deemed an Event of Default. In no event will Landlord be obligated to Restore the Project or any portion thereof or to pay any of the costs or expenses thereof.

Tenant’s Obligation to Restore. (a) If all or If, at any time during the Extended Term, and any Extension Terms, as applicable, and Tenant has not exercised its options to terminate pursuant to Section 19.2, any part of any of the Project Leased Premises shall be damaged or destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseena Casualty, Tenant shall give commence and thereafter proceed as promptly as possible to repair, restore and replace the damage to the FCRHA immediate notice thereofLeased Premises as nearly as possible (subject to Force Majeure) to its condition immediately prior to such Casualty, except that no notice to the extent permitted by Applicable Laws, at‌ Tenant’s expense (the “Casualty Repair Work”) to the extent of available property insurance proceeds. All proceeds of policies of insurance for loss or related approvals from damage to the FCRHA Leased Premises as a result of a Casualty or other loss covered by such insurance shall be required if paid to Tenant subject to its restoration obligations hereunder. Such insurance proceeds shall be held by Tenant for the purposes of satisfying the cost of repairs, alterations, restorations, replacements the Casualty Repair Work. If the Casualty Repair Work exceeds Ten Million and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand No/100 Dollars ($350,00010,000,000.00), as such amount is adjusted on Landlord shall have the fifth right to (5thi) anniversary of approve, in reasonable discretion, the Commencement Date general contractor and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increaselead architect, if any, selected by Xxxxxx to perform the Casualty Repair Work, (ii) approve, in Landlord’s reasonable discretion, the Consumer Price Index for terms of the month in which contracts with the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, general contractor and whether or not insurance proceedslead architect, if any, selected by Tenant to perform the Casualty Repair Work, (iii) approve, in Landlord’s reasonable discretion, all contracts requiring payment greater than Twenty Million and No/100 Dollars ($20,000,000.00) recommended by Tenant to be entered into for the Casualty Repair Work and (iv) engage an independent construction representative to review the Casualty Repair Work, which independent construction representative shall be sufficient for at the purpose sole cost of such Restoration, with reasonable diligence (subject to Unavoidable Delays) repair, alter, restore, replace Landlord and rebuild (collectively, “Restore”) the same, at least to the extent of the value it would have had absent the casualty County and as nearly as possible to the condition, quality and class of the Project existing immediately prior to such occurrence, with such changes or alterations as Tenant, with the consent of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be selected by Landlord in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in its their reasonable sole discretion. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project or the portion thereof so damaged or destroyed, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s expense. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of any of the Project Improvements shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to the FCRHA Landlord immediate notice thereof, thereof (except that no notice or related approvals from with respect to partial damage the FCRHA shall be required if the reasonably estimated cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will repair of which shall be less than Three Hundred Fifty Thousand Dollars ($350,000100,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shallTenant, whether or not such damage or destruction shall have been insuredinsured or insurable, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of purpose, and whether or not the Leasehold Mortgagee shall permit such insurance proceeds to be used for such repairs, alterations, restorations, replacements and rebuilding (collectively, "Restoration"), with reasonable diligence (subject to Unavoidable Delays) shall repair, alter, restore, replace and rebuild (collectively, “"Restore”") the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project Improvements existing immediately prior to such occurrence, with such changes and Landlord, in no event, shall be called upon to Restore the Improvements, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable Delays) the Project Improvements or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable Delays) in accordance with the terms terns of this Lease, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA Landlord may after written notice to Tenant and expiration of the cure periods applicable to such failure, but shall not be required to, complete such Restoration at Tenant’s 's expense. Upon Landlord's electron to so complete the Restoration, Tenant immediately shall pay to Landlord all insurance proceeds which shall have been received by Tenant, minus those amounts, if any, which Tenant shall have applied to the Restoration, and if such sums are insufficient to complete the Restoration, Tenant, on demand, shall pay the deficiency to Landlord. Each such Restoration shall be done in accordance with the provisions of this Lease. In any case where this Lease shall expire or be terminated prior to the completion of Restoration, Tenant shall account to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over to the FCRHA, within ten (10) days after demand, the remainder, if any, of the Restoration Funds previously received by it. Tenant’s obligations for any Restoration which commenced (or which Tenant was obligated to commence) under this Section 8.01 shall survive the expiration or termination of this Lease.

Tenant’s Obligation to Restore. (a) If all or any part of the improvements on any of the Project Property Location shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was whether or not obtained or obtainableinsured) of any kind or nature, ordinary or extraordinary, foreseen or unforeseenunforeseen (a “Casualty Event”), Tenant shall give to the FCRHA immediate Landlord prompt written notice thereof, except that no notice or related approvals from the FCRHA shall be required if the cost of repairs, alterations, restorations, replacements and rebuilding (collectively, “Restoration”), as reasonably estimated by Tenant, will be less than Three Hundred Fifty Thousand Dollars ($350,000), as such amount is adjusted on the fifth (5th) anniversary of the Commencement Date and on each fifth (5th) anniversary of the Commencement Date thereafter occurring during the Term, by the percent increase, if any, in the Consumer Price Index for the month in which the applicable anniversary date occurs over the Consumer Price Index for the month in which the Commencement Date occurs (the “Threshold Amount”). Whether or not the foregoing notice requirement applies, Tenant shall, whether or not such damage or destruction shall have been insured, and whether or not insurance proceeds, if any, shall be sufficient for the purpose of such Restoration, with reasonable diligence (subject to Unavoidable Delays) Force Majeure and Section 14.03 below), shall repair, alter, restore, replace and rebuild (collectively, “Restore” or “Restoration”) the same, at least to the extent of the value it would have had absent the casualty and as nearly as possible practicable to the condition, quality and class character of the Project improvements on such Property Location existing immediately prior to such occurrenceCasualty Event, with and in no event shall Landlord be called upon to Restore the improvements on such changes Property Location, as now or alterations as Tenanthereafter existing, with the consent or any portion thereof or to pay any of the FCRHA, may elect to make, provided that, after the Restoration, the Project shall be in substantial conformity with the original Plans and Specifications; with any changes as mutually agreed to by Tenant and the FCRHA, acting in their reasonable discretioncosts or expenses thereof. If Tenant is required to but shall fail or neglect to Restore with reasonable diligence (subject to Unavoidable DelaysForce Majeure and Section 14.03 below) the Project improvements on such Property Location or the portion thereof so damaged or destroyed, or or, having so commenced such Restoration, shall fail to complete the same with reasonable diligence (subject to Unavoidable DelaysForce Majeure) in accordance with the terms of this Lease, or if Landlord may (but shall not be obligated to), after thirty (30) days’ prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, the FCRHA may after written notice to Tenant and expiration of the cure periods applicable Tenant’s failure to commence or re-commence such failure, but shall not be required toRestoration, complete such Restoration at Tenant’s expense. Each such Restoration , the costs for which Tenant shall be done in accordance with the provisions of this Leaseobligated to reimburse Landlord and until paid shall accrue Default Interest. In the event the insurance proceeds after deduction of reasonable costs and expenses, if any, incurred by Tenant, Landlord or a Mortgagee in collecting the same (collectively, “Net Insurance Proceeds”) of any case where this Lease Casualty Event are less than One Million Dollars ($1,000,000.00), increased annually based on increases in the CPI (the “Restoration Threshold”), Landlord shall expire disburse, or cause to be terminated prior disbursed, to Tenant such Net Insurance Proceeds. In the completion of Restorationevent the Net Insurance Proceeds are greater than the Restoration Threshold, Tenant Landlord shall account use commercially reasonable efforts to the FCRHA for all amounts spent in connection with any Restoration which was undertaken and shall pay over disburse or cause Mortgagee to the FCRHA, disburse such Net Insurance Proceeds within ten (10) days after demandupon Landlord being furnished with (a) evidence reasonably satisfactory to Landlord of the estimated cost of completion of the Restoration, (b) such architect’s certificates, waivers of lien, contractor’s sworn statements, mortgagee’s title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items as Landlord may reasonably require and approve in Landlord’s reasonable discretion, and (c) all plans and specifications for such Restoration, such plans and specifications to be approved by Landlord prior to commencement of any work, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to diligently provide or cause Mortgagee to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the remainderreasonable objection) following Landlord’s receipt of such plans and specifications. Landlord may, if anyat Tenant’s reasonable expense, retain a consultant to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that, in any event, Landlord shall use commercially reasonable efforts to cause the consultant to diligently provide its written approval or disapproval (with reasons of sufficient specificity to allow Tenant to correct the reasonable objection) following such consultant’s and/or Landlord’s receipt of Tenant’s request for disbursement. No payment made prior to the final completion of the Restoration Funds previously received shall exceed ninety percent (90%) of the value of the work performed; funds other than the Net Insurance Proceeds shall be disbursed prior to disbursement of such Net Insurance Proceeds; and at all times, the undisbursed balance of such Net Insurance Proceeds then held by itLandlord, together with funds deposited for that purpose or irrevocably committed to the reasonable satisfaction of Landlord by or on behalf of Tenant for that purpose, shall be at least sufficient in the reasonable judgment of Landlord to pay for the cost of completion of the Restoration, free and clear of all liens or claims for a lien. Tenant’s obligations for Prior to the disbursement of any portion of the Net Insurance Proceeds, Tenant shall provide evidence reasonably satisfactory to Landlord of the payment of Restoration expenses by Tenant up to the amount of the insurance deductible applicable to such Casualty Event. Landlord shall be entitled to keep any portion of the Net Insurance Proceeds which commenced (or which may be in excess of the cost of Restoration, and Tenant was obligated to commence) under shall bear all additional costs and expense of such Restoration in excess of the Net Insurance Proceeds. Notwithstanding anything in this Section 8.01 14.01 to the contrary, if, at the time of a Casualty Event, Tenant fails to meet an EBITDAR Ratio of 1.15 to 1 calculated on a trailing twelve (12) month basis at the time of such test, then Landlord shall survive have the expiration or termination right after the Casualty Event to withhold the applicable insurance proceeds for the Restoration if, at Mortgagee’s election, Mortgagee desires to apply the insurance proceeds relating to such Casualty Event to the payment of this LeaseLandlord’s Mortgage (a “Casualty Withholding Event”). Promptly upon Landlord’s receipt of notice from Mortgagee of a Casualty Withholding Event (provided that Landlord shall use commercially reasonable efforts to cause Mortgagee to notify it as soon as possible of a decision), Landlord shall provide written notice thereof to Tenant.