LOAN DOCUMENTS, LANDLORD SHALL MAKE
AVAILABLE TO TENANT FOR PURPOSES OF SUCH RESTORATION, REPAIR, REPLACEMENT OR
REBUILDING THE NET CONDEMNATION PROCEEDS PAID TO LANDLORD IN CONNECTION WITH
SUCH CONDEMNATION.
(C)
TO THE EXTENT AND FOR THE TIME THAT A CONDEMNATION RENDERS A
FACILITY UNUSABLE FOR THE PRIMARY INTENDED USE, THE BASE RENT IN RESPECT OF SUCH
FACILITY (IN AN AMOUNT EQUAL TO THE FAIR MARKET RENTAL OF SUCH FACILITY BUT IN
NO EVENT MORE THAN THAT AMOUNT EXPRESSLY PERMITTED UNDER LANDLORD'S LOAN
DOCUMENTS TO BE ABATED AS THE RESULT OF A CONDEMNATION) AND THE ADDITIONAL
CHARGES IN RESPECT OF SUCH FACILITY SHALL ABATE TO THE EXTENT EXPRESSLY
PERMITTED UNDER LANDLORD'S LOAN DOCUMENTS TO BE ABATED AS THE RESULT OF A
CONDEMNATION.
(D)
LANDLORD IS HEREBY IRREVOCABLY APPOINTED AS TENANT'S
ATTORNEY-IN-FACT, COUPLED WITH AN INTEREST, WITH EXCLUSIVE POWER TO COLLECT,
RECEIVE AND RETAIN ANY PROCEEDS IN RESPECT OF A CONDEMNATION AND TO MAKE ANY
COMPROMISE OR SETTLEMENT IN CONNECTION WITH SUCH CONDEMNATION, SUBJECT TO THE
PROVISIONS OF THIS SECTION, AND SUCH POWER SHALL INCLUDE THE POWER TO SUBSTITUTE
LANDLORD'S LENDER IN LANDLORD'S DISCRETION; PROVIDED THAT SUCH COMPROMISE OR
SETTLEMENT IS CARRIED OUT IN A REASONABLY
33
TIMELY MANNER AND THAT TENANT SHALL BE ENTITLED, AT ITS OWN EXPENSE, TO
PARTICIPATE IN ANY SUCH COMPROMISE OR SETTLEMENT PROCEEDINGS, AND, UNLESS AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND SUBJECT TO THE
RIGHTS OF LANDLORD'S LENDER UNDER LANDLORD'S LOAN DOCUMENTS, APPROVE SUCH
COMPROMISE OR SETTLEMENT, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD,
DELAYED OR CONDITIONED. TENANT SHALL CAUSE ANY PROCEEDS THAT ARE PAYABLE TO
TENANT TO BE PAID DIRECTLY TO LANDLORD; PROVIDED THAT THE FOREGOING SHALL NOT
PRECLUDE TENANT FROM SEEKING AND RETAINING A SEPARATE AWARD FOR MOVING EXPENSES,
BUSINESS DISLOCATION DAMAGES OR SUCH OTHER CLAIM THAT DOES NOT REDUCE THE AWARD
PAYABLE TO LANDLORD.
(E)
ANY SURPLUS WHICH MAY REMAIN OUT OF PROCEEDS OR AWARDS RECEIVED
PURSUANT TO A CONDEMNATION AFTER PAYMENT OF SUCH COSTS OF RESTORATION SHALL BE
PAID OVER TO AND BELONG TO LANDLORD UNLESS REQUIRED TO BE PAID TO LANDLORD'S
LENDER UNDER LANDLORD'S LOAN DOCUMENTS.
ARTICLE XI
ACCOUNTS AND RESERVES
11.1
Cash Management Procedures. Tenant hereby agrees to cooperate with
Landlord and to execute any and all instruments reasonably requested by Landlord
(including, if necessary, the execution of an amendment to this Lease), in the
establishment and maintenance of reserve accounts and cash management procedures
reasonably requested by any Landlord's Lender in connection with Landlord's Loan
Documents (the "Cash Management Procedures"). For the avoidance of doubt, such
Cash Management Procedures shall not affect Tenant's or any Facility Subtenant's
internal procedures for handling cash in conjunction with gaming operations or
complying with, and being subject to, applicable Gaming Laws. Without limiting
the foregoing, Tenant shall maintain with respect to each Facility (or to cause
its Affiliate to which such Facility has been subleased to maintain) a reserve
("FF&E Reserve") for capital and FF&E expenditures in the amount of 2.5% of
gross revenues derived from operations of