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<br />Page | 25 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not <br />contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds <br />from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the <br />Lessor and provide applicable documentation to the Lessor thereafter for approval. If the Lessor <br />disapproves the emergency expenditure which was not previously approved by Lessor, Tenant shall <br />refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice <br />from the Lessor of its decision. <br />5.6.10. Notwithstanding anything above to the contrary, if Tenant incurs <br />expenditures that constitute Permitted Capital Expenditures but which are not funded out of the <br />Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant <br />may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against <br />future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must <br />be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the <br />Tenant. <br />ARTICLE VI <br />REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION <br /> <br />6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant’s <br />sole cost and expense, keep and maintain the Premises and any and all Improvements now or <br />hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that <br />the Premises does not deteriorate more quickly than its age and reasonable wear and tear would <br />otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in <br />all material respects. Tenant shall immediately notify the Lessor of any damage relating to the <br />Premises. <br />6.2 Interior Improvements, Additions and Reconstruction of Improvements. Following <br />the completion of construction of the Initial Improvements, Tenant shall have the right from time to <br />time to make any interior improvements to the Improvements that are consistent with the Lessor’s <br />approved use of the Premises as reflected in this Lease, without Lessor’s prior written consent, but <br />with prior written notice to the Lessor (except in the event of an emergency, in which case no prior <br />written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon <br />as practicable). Tenant may restore and reconstruct the Improvements into the condition such <br />Improvements were in immediately prior to such damage or destruction, and in that process make <br />any modifications otherwise required by changes in Laws, following any damage or destruction <br />thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or <br />improvements to the Improvements for uses consistent with the Lessor approved use of the Premises <br />as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost <br />and expense, including, without limitation, with insurance proceeds approved for such use in <br />accordance with Article VII, if any, and in compliance with all applicable Laws in all material <br />respects. <br />6.3 All Other Construction, Demolition, Alterations, Improvements and <br />Reconstruction. Following the completion of construction of the Initial Improvements, and except <br />as specified in Sections 6.1 and 6.2, any construction, alterations, additions, demolition, <br />improvements of any kind shall require the prior written consent of the Lessor, which consent shall <br />not be unreasonably conditioned, delayed or withheld and if not contemplated pursuant to this Lease <br />may require their respective governing body’s approval (e.g. Board of Supervisors’ and City Council <br />Commented [ST19]: For this to be financeable, lender <br />needs to know that it can at least rebuild the same <br />approved project without the requirement of any consent <br />from Lessor. This language conforms to the ground lease <br />for Stanton Inn. <br />Commented [ST20]: Consent to make necessary requires <br />(even if major) should not be required. Lender needs to <br />know that it can make repairs when necessary. <br />EXHIBIT 11