CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions. (b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds: (i) all customary or other required loan documentation; (ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals; (iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition; (iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased in an amount at least equal to the principal and interest on the debt incurred by Lessor to finance the Capital Addition; (v) a deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor; (vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below); (vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost; (viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and (ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost. (c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 6 contracts
Samples: Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee Tenant shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, limitation all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Requestrequest. Within thirty sixty (3060) days of after receipt of a Requestrequest, Lessor shall notify Lessee Tenant as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Master Lease. In no event shall the portion of the projected Capital Addition Additions Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee Tenant may withdraw its Request request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions. If Tenant desires to accept Lessor's offer to finance the proposed Capital Addition, Tenant shall notify Lessor within thirty (30) days after Tenant's receipt of Lessor's offer.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Tenant shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other reasonably required loan documentation;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor or any third party lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee Tenant will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from LesseeTenant's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Master Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (Lessor, providing for any change in the "Lease Amendment")Rent, the legal description of the Land, and containing such other provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased in an amount at least equal to the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a deed (in the customary form used to convey commercial properties within the relevant jurisdiction) conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, Additions free and clear of any liens or encumbrances except those approved by Lessor andLessor, both prior to and following completion of the Capital Addition, an accompanied by a final as-built survey thereof satisfactory to Lessor if reasonably required by Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the applicable Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, commitments therefore satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, exception except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessorappropriate, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), iv) free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution lending institution advancing any portion of the Capital Addition Additions Cost;
(viii) if required deemed necessary by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the applicable Leased Property upon completion of the Capital Addition will exceed exceeds the Fair Market Value of the Leased Property thereof prior thereto by an amount not less than one hundred percent (100%) 95% of the Capital Addition Additions Cost; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee Tenant authorizing the execution and delivery of the Lease Amendment lease amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution lending institution advancing or reimbursing Lessee Tenant for any portion of the Capital Addition Additions Cost.
(c) Upon making a Request to finance a Capital Addition, whether or not if and when such financing is actually consummated, Lessee Tenant shall pay or agree to pay, upon demand, pay all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital AdditionAdditions, including, but not limited to, (i) the reasonable fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance and survey charges, appraisal fees, if any, rating agency fees, if any, (vi) any other applicable consulting fees (including without limitation engineering and environmental), and (vivii) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 2 contracts
Samples: Master Lease Agreement (Vencor Healthcare Inc), Master Lease Agreement (Ventas Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentation, if the Capital Addition is to be financed through the incurrence of debt;
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased to take into account an adjustment to the Purchase Price in an amount at least equal to the equity contributed by Lessor to finance the Capital Addition or, in the case of debt financing, the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a grant deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostCosts; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, contracts, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Lessor and Lessee agree that Lessor shall have the sole right to designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition. Lessor and Lessee further agree that Lessor shall control the preparation and negotiation of the definitive agreements with such parties and Lessor will give Lessee an opportunity to review such definitive agreements prior to their execution.
(d) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 2 contracts
Samples: Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "“Request"”), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) % of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not Financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's Lxxxxx’s terms and conditions.
(b) If Lessor Lxxxxx agrees to finance the proposed Capital Addition, Lessee Lxxxxx’s obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor Lxxxxx has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's ’s Certificate and, if requested, a certificate from Lessee's Lxxxxx’s architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "“Lease Amendment"”), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's ’s policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's ’s policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's ’s policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lxxxxx’s counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance Finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, pay mutually agreed upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (viv) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 2 contracts
Samples: Assignment and Assumption of Lease (Global Medical REIT Inc.), Assignment and Assumption of Lease (Global Medical REIT Inc.)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, fixtures and fixtures out-of-pocket expenses (including a reasonable construction management fee) be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor, which Lessee intends to finance or arrange financing for pursuant to Section 9.2, must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing financing, which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) if appropriate, a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) if appropriate, endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any. Notwithstanding the foregoing, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited Lessee shall have no obligation to reimburse Lessor for any required certificates of need, for the construction, operation, use or occupancy of the fees, charges and expenses described in this Section 9.3(c), if such Capital AdditionAddition financing fails to close subsequent to Lessor issuing Lessee a written commitment to finance said Capital Additions; provided that this provision shall not apply if such financing fails to close due to the acts or omissions of Lessee.
Appears in 2 contracts
Samples: Lease Agreement (Emeritus Corp\wa\), Lease Agreement (Emeritus Corp\wa\)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentation, if the Capital Addition is to be financed through the incurrence of debt;
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased to take into account an adjustment to the Purchase Price in an amount at least equal to the equity contributed by Lessor to finance the Capital Addition or, in the case of debt financing, the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a grant deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph subparagraph
(vii) below);
; (vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostCosts; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, contracts, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Lessor and Lessee agree that Lessor shall have the right, in the exercise of its reasonable discretion and after consulting with Lessee, to designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition. Lessor and Lessee further agree that Lessor shall control the preparation and negotiation of the definitive agreements with such parties and Lessor will give Lessee an opportunity to review such definitive agreements prior to their execution.
(d) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
(e) Lessor and Lessee acknowledge that, in order for the Leased Property to comply with State of California laws and regulations governing seismic structural integrity requirements (the "Applicable Seismic Laws"), certain renovations and upgrades to the Land and the Facility must be made prior to the effective date of such Applicable Seismic Laws requiring such upgrades, the costs of which are expected to be approximately Seven Million Two Hundred Thousand ($7,200,000.00) (the "Seismic Upgrades"). Subject to the terms and conditions set forth in this Section 10.3, Lessee agrees to renovate and upgrade the Leased Property as necessary to comply with the Applicable Seismic Laws and Lessor agrees to provide the funding for the same as a Capital Addition under this Section 10.3, provided (i) each Seismic Upgrade is completed at least eighteen (18) months prior to the effective date of the Applicable Seismic Law requiring such an upgrade, and (ii) after taking into account the incurrence of such costs, EBITDAR shall continue to equal or exceed two hundred twenty-five percent (225%) of Lease Payments (the "Upgrade EBITDAR Covenant"), it being understood and agreed that, to the extent that the Upgrade EBITDAR Covenant is not satisfied, Lessee shall fund the costs of the Seismic Upgrades as a Capital Addition under Section 10.2 hereof to the extent necessary to remain in compliance with the Upgrade EBITDAR Covenant.
(f) Lessor and Lessee acknowledge that Lessor has agreed to provide funding up to the Expansion Amount for certain improvements and expansions to the Facility (the "Expansion"), and the parties agree that such Expansion shall be funded as a Capital Addition pursuant to and subject to the provisions of this Section 10.3. The parties further agree to use commercially reasonable efforts to enter into an expansion agreement, as soon as practicable following the Commencement Date, but in no event later than fifteen (15) business days following the Commencement Date, regarding the terms and the timing of such Expansion. Upon execution of a development agreement relating to the Expansion, as contemplated by the expansion agreement, Lessee shall pay Lessor a commitment fee equal to One-Half of One Percent (0.5%) of the Expansion Amount.
Appears in 2 contracts
Samples: Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, a five percent (5%) development fee and fixtures be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee (other than described in (i)), directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, acknowledged in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, Addition including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 2 contracts
Samples: Lease Agreement (Balanced Care Corp), Lease Agreement (Balanced Care Corp)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges and fixtures be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing financing, which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) if appropriate, a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) if appropriate, endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 2 contracts
Samples: Lease Agreement (Integrated Living Communities Inc), Lease Agreement (Integrated Living Communities Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital AdditionAddition on terms and conditions that are acceptable to Lessee in Lessee's discretion, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentationdocumentation (if the Capital Addition is to be financed through the incurrence of debt);
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased to take into account an adjustment to the Total Development Costs in an amount at least equal to the equity contributed by Lessor to finance the Capital Addition, or, in the case of debt financing, the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a warranty deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in Section 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in Section 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostCosts; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, contracts, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) With respect to Capital Additions financed by Lessee, Lessor and Lessee agree that Lessee shall have the right to designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition, subject to Lessor's approval not to be unreasonably withheld, conditioned or delayed. In such event, Lessee shall control the preparation and negotiation of the definitive agreements with such parties and Lessee will give Lessor an opportunity to review and approve such definitive agreements prior to their execution, such approval not to be unreasonably withheld, conditioned or delayed. With respect to Capital Additions financed by Lessor, Lessor and Lessee shall jointly designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition and, in such event, the parties shall jointly control the preparation and negotiation of the definitive agreements with such parties.
(d) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 2 contracts
Samples: Lease Agreement (Medical Properties Trust Inc), Lease Agreement (Medical Properties Trust Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentation, if the Capital Addition is to be financed through the incurrence of debt;
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased to take into account an adjustment to the Purchase Price in an amount at least equal to the equity contributed by Lessor to finance the Capital Addition or, in the case of debt financing, the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a grant deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostCosts; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, contracts, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Lessor and Lessee agree that Lessor shall have the right, in the exercise of its reasonable discretion and after consulting with Lessee, to designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition. Lessor and Lessee further agree that Lessor shall control the preparation and negotiation of the definitive agreements with such parties and Lessor will give Lessee an opportunity to review such definitive agreements prior to their execution.
(d) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) If so required by Section 9.1, Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, may but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In the case of any proposed financing to be provided by Lessor, in no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges and fixtures be less than ninety percent (90%) % of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing which are financing, necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) If Lessee shall request that desires for Lessor to provide or arrange financing for a Capital Addition Addition, Lessee shall request the same by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "“Request"”), including including, without limitation, all information referred to in Section 10.1 10.1, above. Lessor may, but shall be under no obligation to, obtain provide the funds necessary to meet the Request. In no event shall the portion of the projected Capital Addition Costs comprised of land, if any, materials, labor charges and fixtures be less than Ninety Percent (90%) of the total amount of such cost. Within thirty (30) days of following receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditionsAddition.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:funds (unless a specific time period is otherwise set forth in this Section 10.3):
(i) all customary or other required loan documentation;
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iiiii) an Officer's ’s Certificate for the applicable Facility Lessee relating to such Facility and, if requested, a certificate from such Facility Lessee's architect, ’s architect setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iviii) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "“Lease Amendment"”), and containing such provisions as may be necessary or appropriate, including including, without limitation, any appropriate changes in the legal description of the LandLeased Property, the Fair Market Value and the Rent, Lease Base (which shall be increased in an by the amount at least equal funded to the principal and interest on the debt incurred Lessee by Lessor to finance the Capital Additionhereunder;
(viv) a general warranty deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor Lessor, and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(viv) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (iv) above, or a supplemental owner’s policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (iv) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; , and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's ’s policy of title insurance referred to in subparagraph (viivi) below);
(viivi) if required by Lessor, (A) an owner's ’s policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (viv), free and clear of all liens and encumbrances except those approved by Lessor Lessor, and (B) a lender's ’s policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution Facility Lender advancing any portion of the Capital Addition CostCosts;
(viiivii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal certificates of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and
(ix) such other certificates insurance and insurance policies (including, but not limited to, endorsements increasing the insurance coveragecoverage or amendments to insurance policies, if any, at the time times required by Section 13.113), required under the construction contract for the Capital Addition, showing Lessor and the Facility Lender, if any, as named obligees, additional insureds, and loss payees; payment and performance bonds and all other bonds reasonably required by Lessor and the Facility Lender and by any governmental authority applicable to the Capital Addition, naming Lessor and Facility Lender as named obligees, additional insureds and loss payees; documents, contracts, opinions of counsel, appraisals, surveys, environmental reports and assessments, engineering, soil and property condition reports and studies, drawings, building permits, planning studies, financial statements;
(viii) certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and Amendment;
(ix) any other instruments instruments, certificates, documents and contracts as may be reasonably required by Lessor and any Lending Institution Facility Lender advancing or reimbursing Lessee for any portion of the Capital Addition CostCosts;
(x) a detailed timeline for the completion of the Capital Addition (the “Timeline”);
(xi) a draw request in form and content acceptable to Lessor (the “Draw Request”);
(xii) a budget in form and content acceptable to Lessor (“Budget”); and
(xiii) within thirty (30) days after Lessor notifies Lessee that it will fund the proposed Capital Addition, copies of all approvals, governmental approvals and permits necessary or appropriate for the renovation and construction of the Capital Addition, including, without limitation, approvals required pursuant to any declarations, covenants, conditions and restrictions relating to the Leased Property, zoning approvals, zoning variances, subdivision approvals, grading and utility permits, building permits, tap permits or “connections” for water and sanitary sewer service for the Facility (all such approvals and permits shall be on terms and conditions approved by Lessor), and Lessee shall furnish Lessor with evidence of such approvals within ten (10) days of receipt of same.
(c) Except as otherwise provided herein, Lessor and Lessee agree that Lessee shall have the sole right, in the exercise of its reasonable discretion and after consultation with the Lessor, to designate the general contractor, developer, architect, construction company, engineer and other parties that will participate in the construction and development of a Capital Addition to the Leased Property relating to any Facility (each a “Third Party Contractor”). Lessee shall control the preparation and negotiation of the definitive agreements with such parties but such definitive agreements shall be subject to Lessor approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lessee shall, prior to the commencement of any work, obtain and deliver to Lessor assignments and consents to assignments of contracts and waivers of liens, in forms acceptable to Lessor, from all Third Party Contractors and materialmen performing such work, together with evidence satisfactory to Lessor that such waivers of liens have been duly filed in the official records of the county in which such affected portion of the Leased Property is located.
(d) Lessee shall submit to Lessor a Draw Request not less than Twenty (20) Business Days before the date on which Lessee (or any Third Party Contractor) desires a draw or funding; provided, however, Lessee shall submit only one (1) Draw Request each calendar month. All funding of Capital Additions shall be subject to Lessee providing the documentation required under this Section 10.3. Lessee acknowledges and agrees that Lessor will not be required to release any funds to any Third Party Contractor unless and until Lessee delivers to Lessor, simultaneously with such payment, (i) a duly executed and acknowledged sworn statement of the general contractor certifying that all work for which a Draw Request has been made has been completed, or the work to be paid with the proceeds of any prior fundings, and the amount to be paid to each subcontractor from such funding, (ii) duly executed waivers of mechanics’ and materialmens’ liens and claims from all Third Party Contractors, and similar certificates from subcontractors establishing satisfaction of payment requests by the general contractor in the application for payment conditioned on receipt of such payment, (iii) updated title endorsements (or bring-down endorsements) confirming that there are no unpaid liens on the Leased Property and updating Lessor’s title insurance coverage to Lessor’s satisfaction, and (iv) such other information, documentation and materials as Lessor may require. It is understood and agreed by Lessee, on behalf of itself, its Affiliates and all Third Party Contractors, that delivery of any Draw Request, or any other items required to be delivered to Lessor in connection with any Draw Request, to the Construction Consultant, whether delivered by Lessee or any Third Party Contractor, shall not constitute or be deemed to constitute delivery of the same to Lessor.
(e) Prior to the commencement of any work, Lessee shall assign to Lessor or its designated Affiliates in writing, and cause all Third Party Contractors and all subcontractors and material suppliers to assign in writing any and all contracts and agreements entered into in connection with the Capital Additions or the affected portion of the Leased Property; provided, however, that Lessor shall have no obligation to request or accept any such assignment or assume any of Lessee’s obligations under any such agreements or contracts with the Third Party Contractors or the subcontractors or material suppliers. Lessee agrees to cooperate with Lessor in obtaining any required work from such Third Party Contractor.
(f) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable reasonable, documented, out-of-pocket costs and expenses of Lessor and any Lending Institution Facility Lender which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective outside counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including including, but not limited to to, any required certificates of need, need for the construction, operation, use or occupancy of the Capital Addition.
(g) Lessee shall not authorize or permit any change, modification, supplement or substitution to any construction contract, architect agreement, the site plan, the plans and specifications (and if plans and specifications have not yet been provided to and approved by Lessor, then to any working drawings), or the scope of work pursuant to any of the foregoing (each a “Change Order”), without the prior written consent of Lessor, which may be given or withheld in Lessor’s reasonable discretion. If any surety has provided bonds in connection with the construction of the Improvements, then either (i) such Change Order shall have received the prior written approval of such surety or (ii) such surety shall have waived the right to approve the same. Lessee shall cause any construction contract and architect agreement to require contemporaneous delivery by the general contractor and the architect of any “proposed” Change Order for review and approval by Lessor, which approval may be withheld in Lessor’s sole discretion. Notwithstanding the preceding sentence, Lessee shall immediately forward to Lessor copies of any “proposed” Change Order received by Lessee for review and approval by Lessor. Any “proposed” Change Order shall detail the proposed change in scope of work, the costs and the impact on the applicable work schedule, and such details shall be certified in writing to the MPT Party by the Construction Consultant. From and after the date on which Lessor has received the “proposed” Change Order and the Construction Consultant’s certification relating thereto, Lessor shall have ten (10) Business Days to review and approve or disapprove such “proposed” Change Order. In the event that Lessor fails to approve or disapprove any “proposed” Change Order within said ten (10) Business Days period, then Lessor shall be deemed to have approved of such Change Order. If any such “proposed” Change Order is approved by Lessor, the architect shall prepare a final Change Order for execution by Lessee, the architect, the general contractor, as well as Lessor’s signature for consent only. Upon the full and complete execution of a final Change Order as required by this subsection (g), such Change Order will become effective immediately without further action of the parties. Lessee (x) waives any and all rights and claims for funds or financing from Lessor for increased costs or work performed under Change Orders not approved by Lessor and implemented in accordance with this Section 10.3(g), and (y) agrees to indemnify and hold harmless Lessor and its Affiliates from any increased costs or claims relating to Change Orders, or work performed thereunder, not approved by Lessor and implemented in accordance with this Section 10.3(g). It is understood and agreed by Lessee, on behalf of itself, its Affiliates and all Third Party Contractors, that delivery of any “proposed” Change Order to the Construction Consultant, whether delivered by Lessee or any Third Party Contractor, shall not constitute or be deemed to constitute delivery of the same to Lessor.
(h) It is understood and agreed by Lessee, on behalf of itself, its Affiliates and all Third Party Contractors, that the Construction Consultant shall not constitute or be deemed to constitute an agent of Lessor or its Affiliates for purposes of receiving any notice, draw request, “proposed” Change Order or any other item as permitted or required to be delivered to Lessor under this Section 10.3.
Appears in 1 contract
Samples: Master Lease Agreement (MPT Operating Partnership, L.P.)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, fixtures and fixtures out-of-pocket expenses (including a reasonable construction management fee) be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor, which Lessee intends to finance or arrange financing for pursuant to Section 9.2, must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing financing, which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) if appropriate, a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-as- built survey thereof reasonably satisfactory to Lessor;
(vi) if appropriate, endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any. Notwithstanding the foregoing, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited Lessee shall have no obligation to reimburse Lessor for any required certificates of need, for the construction, operation, use or occupancy of the fees, charges and expenses described in this Section 9.3(c), if such Capital AdditionAddition financing fails to close subsequent to Lessor issuing Lessee a written commitment to finance said Capital Additions; provided that this provision shall not apply if such financing fails to close due to the acts or omissions of Lessee.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) If so required by Section 9.1, Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, may but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In the case of any proposed financing to be provided by Lessor, in no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges and fixtures be less than ninety percent (90%) % of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing which are financing, necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition CostCost ;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, fixtures and fixtures out-of-pocket expenses (including a reasonable construction management fee) be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost other than for services actually provided in connection with the design or construction of such Capital Addition. Any Capital Addition not financed by Lessor, which Lessee intends to finance or arrange financing for pursuant to Section 9.2, must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentation;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased in an amount at least equal to the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, a five percent (5%) development fee and fixtures be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee (other than 14 15 described in (i)), directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, acknowledged in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.liens
Appears in 1 contract
Samples: Lease (Balanced Care Corp)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentationdocumentation (if the Capital Addition is to be financed through the incurrence of debt);
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased to take into account an adjustment to the Total Development Costs in an amount at least equal to the equity contributed by Lessor to finance the Capital Addition, or, in the case of debt financing, the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a warranty deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in Section 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in Section 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostCosts; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, contracts, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) With respect to Capital Additions financed by Lessor, Lessor and Lessee shall jointly designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition and, in such event, the parties shall jointly control the preparation and negotiation of the definitive agreements with such parties.
(d) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, fixtures and fixtures out-of-pocket expenses (including a reasonable construction management fee) be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor, which Lessee intends to finance or arrange financing for pursuant to Section 9.2, must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentation;
by Lessor; (ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing financing, which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
; (iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
; (iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Addition;
and Lessee; (v) if appropriate, a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
; (vi) if appropriate, endorsements to any outstanding policy of title insurance covering governing the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.Market
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any. Notwithstanding the foregoing, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited Lessee shall have no obligation to reimburse Lessor for any required certificates of need, for the construction, operation, use or occupancy of the fees, charges and expenses described in this Section 9.3(c), if such Capital Addition.Addition financing fails to close subsequent to Lessor issuing Lessee a written commitment to finance said Capital Additions; provided that this provision shall not apply if
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentation;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;.
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Minimum Repurchase Price and the Rent, which shall be increased in an amount at least equal to the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, exceptions except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of the title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if If required by Lessor, prior to commencing upon completion of the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed exceeds the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred ninety-five percent (10095%) of the Capital Addition Cost; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request")request, including including, without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within request, and within thirty (30) days of receipt of a Requestsuch information, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this LeaseMaster Lease Document (including, without limitation, an increase in Minimum Rent to compensate Lessor for the additional funds advanced by it). In no event shall the portion of the projected Capital Addition Additions Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent eighty (9080%) percent of the total amount of such cost. Lessee may withdraw its Request request by notice Notice to Lessor at any time before or after receipt of Lessor's ’s terms and conditions, until such time as Lessee accepts Lessor’s terms and conditions.
(b) If Lessor agrees to finance the proposed Proposed Capital Addition, Lessee shall provide Lessor with the following following:
(i) prior to any advance of funds:
(i) all customary or other required loan documentation;
(ii) , any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents reasonably requested by either Lessor or any third party lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the - 30 - Primary Intended UseUses, including all required federal, state or local government licenses and approvals;
(iiiii) prior to any advance of funds, an Officer's ’s Certificate and, if requested, a certificate from Lessee's ’s architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital AdditionAddition Cost;
(iviii) following the advance of funds and the completion of the Capital Addition, an amendment to this LeaseMaster Lease Document, duly executed and acknowledged, in form and substance reasonably satisfactory to Lessor (the "Lease Amendment")Lessor, and containing such provisions as may be necessary or appropriateproviding for any change in Minimum Rent, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Minimum Repurchase Price and the Rent, which shall other provisions as may be increased in an amount at least equal to the principal and interest on the debt incurred by Lessor to finance the Capital Additionnecessary or appropriate;
(viv) upon payment therefor, a deed conveying title to Lessor title to any land acquired for the purpose of constructing the Capital Addition, Additions free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following upon completion of the Capital Addition, an a final as-built survey thereof reasonably satisfactory to Lessor if reasonably required by Lessor;
(viv) during and following the advance of funds and the completion of the Capital Addition, endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, commitments therefor satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, exception except as may be reasonably permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's ’s policy of title insurance referred to in subparagraph (viivi) below);
(viivi) following the advance of funds, if required by Lessorappropriate, (A) an owner's ’s policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), iv) free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's ’s policy of title insurance reasonably satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viiivii) if required by Lessor, prior to commencing following the completion of the Capital Addition, if reasonably deemed necessary by Lessor, an M.A.I. appraisal of the Leased Property indicating by an appraiser with the qualifications described in Article XXXV hereof or an Officer’s Certificate stating that the value of the Leased Property upon completion of the Capital Additions exceeds the fair market value thereof prior to the commencement of such Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) 80% of the Capital Addition Cost; and;
(ixviii) during or following the advancement of funds, prints or architectural and engineering drawings relating to the Capital Additions and such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Additions Cost.
(c) Any new mortgage or supplement to any existing mortgage entered into by Lessor with any Lending Institution covering the Leased Property or any land referred to in subparagraph (b)(v) above shall be subject to the rights of Lessee under this Master Lease Document, as this Master Lease Document may be amended by the lease amendment.
(d) Upon making a Request request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, pay when done all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the reasonable fees and expenses of their respective counsel, (ii) all printing expenses, if any, (iii) the amount of any filing, registration and recording taxes and fees, if any, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, and rating agency fees, if any, any and (vi) commitment fees, if any. . Lessee shall have the right to make additions, modifications or improvements to the Leased Property which are not Capital Additions from time to time as it, in its discretion, may deem to be desirable for its uses and purposes, provided that such action will not materially and adversely alter the character or purposes or materially and adversely detract from the value or operating efficiency thereof and will not significantly impair the revenue-producing capability of the Leased Property or adversely affect the ability of the Lessee to comply with the provisions of this Master Lease Document. The cost of such Non-Capital Additions, modifications or improvements to the Leased Property shall be paid by Lessee, and (vii) costs all such Non-Capital Additions, modifications and improvements shall, without payment by Lessor at any time, be included under the terms of obtaining regulatory this Master Lease Document and governmental approvals, including but not limited upon expiration or earlier termination of this Master Lease Document shall pass to any and become the property of Lessor. . All materials which are scrapped or removed in connection with the making of either Capital Additions permitted by Section 10.1 or repairs required certificates by Article IX shall be or become the property of need, Lessor or Lessee depending on which party is paying for or providing the construction, operation, use or occupancy of the Capital Additionfinancing for such work.
Appears in 1 contract
Samples: Master Lease Agreement (Universal Health Realty Income Trust)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "“Request"”), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it Lessor will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) 85% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission, directly or indirectly, as a portion of the Capital Addition Cost (it being understood, however that Lessee or any Affiliate of Lessee can receive a development fee, directly or indirectly, as a portion of the Capital Addition Cost so long as the amount of such development fee does not exceed the amount that would be reasonable and customary in an arm’s length transaction for a similar project). Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's Lxxxxx’s terms and conditions.
(b) If Lessor Lxxxxx agrees to finance the proposed Capital Addition, Lessee Lxxxxx’s obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor Lxxxxx has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's ’s Certificate and, if requested, a certificate from Lessee's Lxxxxx’s architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "“Lease Amendment"”), consistent with the terms presented in Lessor’s response to Lessee’s Request and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's ’s policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's ’s policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's ’s policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, endorsements increasing the including evidence of increased insurance coverage, if any, at the time required by Section 13.1applicable), documents, customary opinions of Lxxxxx’s counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, Lxxxxx agrees to pay up to $2,000 of Lessor’s actual, documented third party costs incurred in evaluating such Request. If Lessor approves the Request and commits to finance the applicable Capital Addition, Lessee shall pay or agree to pay (whether or not such financing is actually consummated, Lessee shall pay or agree to pay, ) mutually agreed upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which that has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (viv) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
Samples: Assignment and Assumption of Lease (Global Medical REIT Inc.)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) If so required by Section 9.1, Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In the case of any proposed financing to be provided by Lessor, in no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges and fixtures be less than ninety percent (90%) % of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing financing, which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) if appropriate, a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(vi) if appropriate, endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges (including architectural and builders fee) and fixtures and interest be less than ninety percent (90%) % of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor must still be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing which are financing, necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Additionand Lessee;
(v) a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-as- built survey thereof reasonably satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing Lessor upon completion of the Capital Addition, an M.A.I. M.A.I appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostProperty; and
(ix) such other certificates (including, but not limited to, including endorsements increasing the insurance coverage, if any, at the time required by Section 13.112.1), documents, customary opinions of Lessee's counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments or documents as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition CostLessor.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all the reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, including (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording or transfer taxes and fees, (iviii) documentary stamp taxes, if any, (viv) title insurance charges, (v) appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
Samples: Master Development Agreement (Grand Court Lifestyles Inc)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 above. Lessor may, but shall be under no obligation to, obtain the funds necessary to meet the Request. Within thirty (30) days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee shall provide Lessor with the following prior to any advance of funds:
(i) all customary or other required loan documentation, if the Capital Addition is to be financed through the incurrence of debt;
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "Lease Amendment"), and containing such provisions as may be necessary or appropriate, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value and the Rent, which shall be increased to take into account an adjustment to the Purchase Price in an amount at least equal to the equity contributed by Lessor to finance the Capital Addition or, in the case of debt financing, the principal and interest on the debt incurred by Lessor to finance the Capital Addition;
(v) a deed an act of cash sale conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof satisfactory to Lessor;
(vi) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
(vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition CostCosts; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, contracts, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Lessor and Lessee agree that Lessee shall have the right, following the prior consultation with Lessor, to designate the general contractor, developer, architect, construction company, engineer and other parties which will participate in the development of the Capital Addition. Lessor and Lessee further agree that Lessee shall control the preparation and negotiation of the definitive agreements with such parties and Lessee will give Lessor an opportunity to review and approve such definitive agreements prior to their execution. The provisions of this subparagraph (c) shall not apply to any items on Schedule 10.1(a).
(d) Upon making a Request to finance a Capital Addition, whether or not and in the event such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all commercially reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition. In the event such financing is not actually consummated, Lessee shall pay or agree to pay, upon demand, all commercially reasonable costs and expenses of Lessor which have been paid or incurred by it in connection with the financing of the Capital Addition.
Appears in 1 contract
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) Lessee shall request that Lessor provide or arrange financing for a Capital Addition by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "Request"), including without limitation, all information referred to in Section 10.1 9.1 above. Lessor may, but shall be under no obligation to, to provide or obtain the funds necessary to meet the Request. Within thirty (30) 30 days of receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event (i) shall the portion of the projected Capital Addition Cost comprised of land, land (if any), materials, labor charges charges, fixtures and fixtures out of-pocket expenses (including a reasonable construction management fee) be less than ninety percent (90%) 100% of the total amount of such cost, or (ii) shall Lessee or any of its Affiliates be entitled to any commission or development fee, directly or indirectly, as a portion of the Capital Addition Cost. Any Capital Addition not financed by Lessor, which Lessee intends to finance or arrange financing for pursuant to Section 9.2, must shall be approved in writing by Lessor pursuant to the terms of Section 9.1 hereof, which consent will not be unreasonably withheld. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditions.
(b) If Lessor agrees to finance the proposed Capital Addition, Lessee Lessor's obligation to advance any funds shall provide Lessor with be subject to receipt of all of the following prior following, in form and substance reasonably satisfactory to any advance of fundsLessor:
(i) all customary or other such loan documentation as may be required loan documentationby Lessor ;
(ii) any information, certificates of need, regulatory approvals of architectural plans, other certificates, licenses, permits or documents requested by either Lessor Lessor, or by any lender with whom Lessor has agreed or may agree to provide financing financing, which are necessary or appropriate to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
; (iii) an Officer's Certificate and, if requested, a certificate from Lessee's architect, setting forth in reasonable detail reasonably satisfactory to Lessor the projected (or actual, if available) cost of the proposed Capital Addition;
; (iv) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor and Lessee (the "Lease Amendment"), and containing such provisions as may be necessary or appropriateappropriate due to the Capital Addition, including without limitation, any appropriate changes in the legal description of the Land, the Fair Market Value Land and the Rent, which shall all such changes to be increased in an amount at least equal to the principal and interest on the debt incurred mutually agreed upon by Lessor to finance the Capital Addition;
and Lessee; (v) if appropriate, a deed conveying title to Lessor to any land and improvements or other rights acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved in writing by Lessor and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
; (vi) if appropriate, endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, or a supplemental policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(v) above, Propecty reasonably satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's policy of title insurance referred to in subparagraph (vii) below);
; (vii) if required by Lessor, (A) an owner's policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (v), free and clear of all liens and encumbrances except those approved by Lessor and (B) a lender's policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution advancing any portion of the Capital Addition Cost;
(viii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and
(ix) such other certificates (including, but not limited to, endorsements increasing the insurance coverage, if any, at the time required by Section 13.1), documents, opinions of counsel, appraisals, surveys, certified copies of duly adopted resolutions of the Board of Directors of Lessee authorizing the execution and delivery of the Lease Amendment and any other instruments as may be reasonably required by Lessor and any Lending Institution advancing or reimbursing Lessee for any portion of the Capital Addition Cost.
(c) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable costs and expenses of Lessor and any Lending Institution which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including but not limited to any required certificates of need, for the construction, operation, use or occupancy of the Capital Addition.
Appears in 1 contract
Samples: Lease Agreement (Emeritus Corp\wa\)
CAPITAL ADDITIONS FINANCED BY LESSOR. (a) If Lessee shall request that desires for Lessor to provide or arrange financing for a Capital Addition Addition, Lessee shall request the same by providing to Lessor such information about the Capital Addition as Lessor may reasonably request (a "“Request"”), including including, without limitation, all information referred to in Section 10.1 10.2, above. Lessor may, but shall be under no obligation to, obtain provide the funds necessary to meet the Request. In no event shall the portion of the projected Capital Addition Costs comprised of land, if any, materials, labor charges and fixtures be less than Ninety Percent (90%) of the total amount of such cost. Within thirty (30) days of following receipt of a Request, Lessor shall notify Lessee as to whether it will finance the proposed Capital Addition and, if so, the terms and conditions upon which it would do so, including the terms of any amendment to this Lease. In no event shall the portion of the projected Capital Addition Cost comprised of land, if any, materials, labor charges and fixtures be less than ninety percent (90%) of the total amount of such cost. Lessee may withdraw its Request by notice to Lessor at any time before or after receipt of Lessor's terms and conditionsAddition.
(b) If Lessor agrees to finance the proposed Capital AdditionAddition (which shall be treated for federal, state and local income tax purposes as an additional secured financing consistent with the provisions of Section 40.14 of this Lease), Lessee shall provide Lessor with the following prior to any advance of funds:funds (unless a specific time period is otherwise set forth in this Section 10.4):
(i) all customary or other required loan documentation;
(ii) any information, certificates of need, regulatory approvals of architectural plans, plans and other certificates, licenses, permits or documents requested by either Lessor or any lender with whom Lessor has agreed or may agree to provide financing which are necessary to confirm that Lessee will be able to use the Capital Addition upon completion thereof in accordance with the Primary Intended Use, including all required federal, state or local government licenses and approvals;
(iiiii) an Officer's ’s Certificate for the applicable Facility Lessee relating to such Facility and, if requested, a certificate from such Facility Lessee's architect, ’s architect setting forth in reasonable detail the projected (or actual, if available) cost of the proposed Capital Addition;
(iviii) an amendment to this Lease, duly executed and acknowledged, in form and substance satisfactory to Lessor (the "“Lease Amendment"”), and containing such provisions as may be necessary or appropriate, including including, without limitation, any appropriate changes in the legal description of the LandLeased Property, the Fair Market Value and the Rent, Lease Base (which shall be increased in an by the amount at least equal funded to the principal and interest on the debt incurred Lessee by Lessor to finance the Capital Additionhereunder;
(viv) a general warranty deed conveying title to Lessor to any land acquired for the purpose of constructing the Capital Addition, free and clear of any liens or encumbrances except those approved by Lessor Lessor, and, both prior to and following completion of the Capital Addition, an as-built survey thereof reasonably satisfactory to Lessor;
(viv) endorsements to any outstanding policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (iv) above, or a supplemental owner’s policy of title insurance covering the Leased Property and any additional land referred to in 10.3(b)(vsubparagraph (iv) above, satisfactory in form and substance to Lessor (A) updating the same without any additional exceptions, except as may be permitted by Lessor; , and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition (except to the extent covered by the owner's ’s policy of title insurance referred to in subparagraph (viivi) below);
(viivi) if required by Lessor, (A) an owner's ’s policy of title insurance insuring fee simple title to any land conveyed to Lessor pursuant to subparagraph (viv), free and clear of all liens and encumbrances except those approved by Lessor Lessor, and (B) a lender's ’s policy of title insurance satisfactory in form and substance to Lessor and the Lending Institution Facility Lender advancing any portion of the Capital Addition CostCosts;
(viiivii) if required by Lessor, prior to commencing the Capital Addition, an M.A.I. appraisal certificates of the Leased Property indicating that the value of the Leased Property upon completion of the Capital Addition will exceed the Fair Market Value of the Leased Property prior thereto by an amount not less than one hundred percent (100%) of the Capital Addition Cost; and
(ix) such other certificates insurance and insurance policies (including, but not limited to, endorsements increasing the insurance coveragecoverage or amendments to insurance policies, if any, at the time times required by Section 13.113), required under the construction contract for the Capital Addition, showing Lessor and the Facility Lender, if any, as named obligees, additional insureds, and loss payees; payment and performance bonds and all other bonds reasonably required by Lessor and the Facility Lender and by any governmental authority applicable to the Capital Addition, naming Lessor and Facility Lender as named obligees, additional insureds and loss payees; documents, contracts, opinions of counsel, appraisals, surveys, environmental reports and assessments, engineering, soil and property condition reports and studies, drawings, building permits, planning studies, financial statements;
(viii) certified copies of duly adopted resolutions of the Board of Directors governing body of Lessee authorizing the execution and delivery of the Lease Amendment and Amendment;
(ix) any other instruments instruments, certificates, documents and contracts as may be reasonably required by Lessor and any Lending Institution Facility Lender advancing or reimbursing Lessee for any portion of the Capital Addition CostCosts;
(x) a detailed timeline for the completion of the Capital Addition (the “Timeline”);
(xi) a draw request in form and content acceptable to Lessor (the “Draw Request”);
(xii) a budget in form and content acceptable to Lessor (“Budget”); and
(xiii) within thirty (30) days after Lessor notifies Lessee that it will fund the proposed Capital Addition, copies of all approvals, governmental approvals and permits necessary or appropriate for the renovation and construction of the Capital Addition, including, without limitation, approvals required pursuant to any declarations, covenants, conditions and restrictions relating to the Leased Property, zoning approvals, zoning variances, subdivision approvals, grading and utility permits, building permits, tap permits or “connections” for water and sanitary sewer service for the Facility (all such approvals and permits shall be on terms and conditions approved by Lessor), and Lessee shall furnish Lessor with evidence of such approvals within ten (10) days of receipt of same.
(c) Except as otherwise provided herein, Lessor and Lessee agree that Lessee shall have the sole right, in the exercise of its reasonable discretion and after consultation with the Lessor, to designate the general contractor, developer, architect, construction company, engineer and other parties that will participate in the construction and development of a Capital Addition to the Leased Property relating to any Facility (each a “Third Party Contractor”). Lessee shall control the preparation and negotiation of the definitive agreements with such parties but such definitive agreements shall be subject to Lessor approval, which approval shall not be unreasonably withheld, conditioned or delayed. Lessee shall, prior to the commencement of any work, obtain and deliver to Lessor assignments and consents to assignments of contracts and waivers of liens, in forms acceptable to Lessor, from all Third Party Contractors and materialmen performing such work, together with evidence satisfactory to Lessor that such waivers of liens have been duly filed in the official records of the county in which such affected portion of the Leased Property is located.
(d) Lessee shall submit to Lessor a Draw Request not less than Twenty (20) Business Days before the date on which Lessee (or any Third Party Contractor) desires a draw or funding; provided, however, Lessee shall submit only one (1) Draw Request each calendar month. All funding of Capital Additions shall be subject to Lessee providing the documentation required under this Section 10.4. Lessee acknowledges and agrees that Lessor will not be required to release any funds to any Third Party Contractor unless and until Lessee delivers to Lessor, simultaneously with such payment, (i) a duly executed and acknowledged sworn statement of the general contractor certifying that all work for which a Draw Request has been made has been completed, or the work to be paid with the proceeds of any prior fundings, and the amount to be paid to each subcontractor from such funding, (ii) duly executed waivers of mechanics’ and materialmens’ liens and claims from all Third Party Contractors, and similar certificates from subcontractors establishing satisfaction of payment requests by the general contractor in the application for payment conditioned on receipt of such payment, (iii) updated title endorsements (or bring-down endorsements) confirming that there are no unpaid liens on the Leased Property and updating Lessor’s title insurance coverage to Lessor’s satisfaction, and (iv) such other information, documentation and materials as Lessor may require. It is understood and agreed by Lessee, on behalf of itself, its Affiliates and all Third Party Contractors, that delivery of any Draw Request, or any other items required to be delivered to Lessor in connection with any Draw Request, to the Construction Consultant, whether delivered by Lessee or any Third Party Contractor, shall not constitute or be deemed to constitute delivery of the same to Lessor.
(e) Prior to the commencement of any work, Lessee shall assign to Lessor or its designated Affiliates in writing, and cause all Third Party Contractors and all subcontractors and material suppliers to assign in writing any and all contracts and agreements entered into in connection with the Capital Additions or the affected portion of the Leased Property; provided, however, that Lessor shall have no obligation to request or accept any such assignment or assume any of Lessee’s obligations under any such agreements or contracts with the Third Party Contractors or the subcontractors or material suppliers. Lessee agrees to cooperate with Lessor in obtaining any required work from such Third Party Contractor.
(f) Upon making a Request to finance a Capital Addition, whether or not such financing is actually consummated, Lessee shall pay or agree to pay, upon demand, all reasonable reasonable, documented, out-of-pocket costs and expenses of Lessor and any Lending Institution Facility Lender which has committed to finance such Capital Addition which have been paid or incurred by them in connection with the financing of the Capital Addition, including, but not limited to, (i) the fees and expenses of their respective outside counsel, (ii) all printing expenses, (iii) the amount of any filing, registration and recording taxes and fees, (iv) documentary stamp taxes, if any, (v) title insurance charges, appraisal fees, if any, rating agency fees, if any, and (vi) commitment fees, if any, and (vii) costs of obtaining regulatory and governmental approvals, including including, but not limited to to, any required certificates of need, need for the construction, operation, use or occupancy of the Capital Addition.
(g) Lessee shall not authorize or permit any change, modification, supplement or substitution to any construction contract, architect agreement, the site plan, the plans and specifications (and if plans and specifications have not yet been provided to and approved by Lessor, then to any working drawings), or the scope of work pursuant to any of the foregoing (each a “Change Order”), without the prior written consent of Lessor, which may be given or withheld in Lessor’s reasonable discretion. If any surety has provided bonds in connection with the construction of the Improvements, then either (i) such Change Order shall have received the prior written approval of such surety or (ii) such surety shall have waived the right to approve the same. Lessee shall cause any construction contract and architect agreement to require contemporaneous delivery by the general contractor and the architect of any “proposed” Change Order for review and approval by Lessor, which approval may be withheld in Lessor’s sole discretion. Notwithstanding the preceding sentence, Lessee shall immediately forward to Lessor copies of any “proposed” Change Order received by Lessee for review and approval by Lessor. Any “proposed” Change Order shall detail the proposed change in scope of work, the costs and the impact on the applicable work schedule, and such details shall be certified in writing to the MPT Party by the Construction Consultant. From and after the date on which Lessor has received the “proposed” Change Order and the Construction Consultant’s certification relating thereto, Lessor shall have ten (1 0) Business Days to review and approve or disapprove such “proposed” Change Order. In the event that Lessor fails to approve or disapprove any “proposed” Change Order within said ten (1 0) Business Days period, then Lessor shall be deemed to have approved of such Change Order. If any such “proposed” Change Order is approved by Lessor, the architect shall prepare a final Change Order for execution by Lessee, the architect, the general contractor, as well as Lessor’s signature for consent only. Upon the full and complete execution of a final Change Order as required by this subsection (g), such Change Order will become effective immediately without further action of the parties. Lessee (x) waives any and all rights and claims for funds or financing from Lessor for increased costs or work performed under Change Orders not approved by Lessor and implemented in accordance with this Section 10.4(g), and (y) agrees to indemnify and hold harmless Lessor and its Affiliates from any increased costs or claims relating to Change Orders, or work performed thereunder, not approved by Lessor and implemented in accordance with this Section 10.4(g). It is understood and agreed by Lessee, on behalf of itself, its Affiliates and all Third Party Contractors, that delivery of any “proposed” Change Order to the Construction Consultant, whether delivered by Lessee or any Third Party Contractor, shall not constitute or be deemed to constitute delivery of the same to Lessor.
(h) It is understood and agreed by Lessee, on behalf of itself, its Affiliates and all Third Party Contractors, that the Construction Consultant shall not constitute or be deemed to constitute an agent of Lessor or its Affiliates for purposes of receiving any notice, draw request, “proposed” Change Order or any other item as permitted or required to be delivered to Lessor under this Section 10.4.
Appears in 1 contract
Samples: Master Lease Agreement (MPT Operating Partnership, L.P.)
