Common use of Capital Additions Clause in Contracts

Capital Additions. Subject to the provisions of Paragraph 10(c) of the Agreement Regarding Leases, during each Lease Year of the Term, Tenant shall expend on Capital Additions made to the Facilities, in the aggregate, an amount at least equal to the Minimum Capital Additions Amount. As used herein, the term "Minimum Capital Additions Amount" shall mean, with respect to the Facilities, the product of (i) the number of units contained in the Facilities (in the aggregate) multiplied by (ii) Four Hundred Dollars ($400) during the first (1st) year of the Term, as such amount shall be increased on the first day of each succeeding Lease Year of the Term after the first Lease Year of the Term in proportion to increases in the Consumer Index, provided that in no event shall the Minimum Capital Additions Amount be less than the Minimum Capital Additions Amount for the prior Lease Year. If in any Lease Year Tenant fails to expend the entire Minimum Capital Additions Amount, as required pursuant to this Paragraph 25(d), prior to the end of such Lease Year, Tenant shall pay any such shortfall amount to Landlord, which funds shall be deposited into the Capital Additions Reserve (as defined in the Agreement Regarding Leases) (or a similar account required in connection with any Facility Mortgage(s)), for expenditure by Tenant as required herein. If Tenant funds any such shortfall amount to the Capital Additions Reserve prior to the end of the applicable Lease Year, no default shall be deemed to have occurred hereunder. Provided no Event of Default exists hereunder any such escrowed funds shall be disbursed by Landlord from time to time during the Term, in accordance with the terms and conditions set forth in Paragraph 10(d) of the Agreement Regarding Leases, to be used in connection with Capital Additions requiring funds in the applicable Lease Year in excess of the Minimum Capital Additions Amount, as more particularly described in Paragraph 10(c) and Paragraph 10(d) of the Agreement Regarding Leases. Subject to the provisions of Paragraph 12(a) of the Agreement Regarding Leases, the Minimum Capital Additions Amount may be adjusted from time to time based on the requirements of any Facility Mortgagee, provided any such provisions regarding the funding of capital replacement reserves under any future Facility Mortgage shall be in compliance with the requirements of Paragraph 54(b). In addition, Landlord and Tenant agree to review the Minimum Capital Additions Amount periodically (but in no event less than annually), to provide for the proper operation and maintenance of each of the Facilities.

Capital Additions. Subject 10.1. Construction of Capital Additions to the provisions of Paragraph 10(cLeased Property. (a) of the Agreement Regarding Leases, during each Lease Year of the Term, Tenant shall expend on Capital Additions made to the Facilities, in the aggregate, an amount at least equal to the Minimum Capital Additions Amount. As used herein, the term "Minimum Capital Additions Amount" shall mean, with respect to the Facilities, the product of (i) the number of units contained in the Facilities (in the aggregate) multiplied by (ii) Four Hundred Dollars ($400) during the first (1st) year of the Term, as such amount shall be increased on the first day of each succeeding Lease Year of the Term after the first Lease Year of the Term in proportion to increases in the Consumer Index, provided that in no event shall the Minimum Capital Additions Amount be less than the Minimum Capital Additions Amount for the prior Lease Year. If in any Lease Year Tenant fails to expend the entire Minimum Capital Additions Amount, as required pursuant to this Paragraph 25(d), prior to the end of such Lease Year, Tenant shall pay any such shortfall amount to Landlord, which funds shall be deposited into the Capital Additions Reserve (as defined in the Agreement Regarding Leases) (or a similar account required in connection with any Facility Mortgage(s)), for expenditure by Tenant as required herein. If Tenant funds any such shortfall amount to the Capital Additions Reserve prior to the end of the applicable Lease Year, no default shall be deemed to have occurred hereunder. Provided no Event of Default exists hereunder any such escrowed funds has occurred, and no event has then occurred which with the giving of notice or passage of time or both would constitute an Event of Default hereunder, and be continuing, Lessee shall be disbursed by Landlord from time have the right (but not the obligation) upon and subject to time during the Term, in accordance with the terms and conditions set forth in Paragraph 10(d) of the Agreement Regarding Leasesbelow, to construct or install Capital Additions on any Property with the prior written consent of Lessor, not to be used unreasonably withheld, conditioned or delayed (provided that such consent is not required with respect to any Capital Addition that will cost less than Ten Million Dollars ($10,000,000)). Lessee shall not be permitted to create any Lien on such Property in connection with such Capital Additions requiring funds Addition, except as provided in the applicable Lease Year Section 10.2. In order to obtain Lessor’s prior written consent, Lessee shall submit to Lessor in excess of the Minimum Capital Additions Amount, as more particularly described writing a proposal setting forth in Paragraph 10(c) and Paragraph 10(d) of the Agreement Regarding Leases. Subject to the provisions of Paragraph 12(a) of the Agreement Regarding Leases, the Minimum Capital Additions Amount may be adjusted from time to time based on the requirements of any Facility Mortgagee, provided reasonable detail any such provisions regarding the funding of capital replacement reserves under any future Facility Mortgage shall be in compliance with the requirements of Paragraph 54(b)proposed Capital Addition. In addition, Landlord Lessee shall promptly furnish to Lessor such additional information relating to such proposed Capital Addition as Lessor may reasonably request. Lessor shall have ten (10) days following receipt of the last information so requested relating to the proposed Capital Addition to respond whether Lessor has approved of such proposed Capital Addition, it being agreed that failure to timely respond shall be deemed a rejection of the proposed Capital Addition. Lessee acknowledges and Tenant agree agrees that Lessor shall have the sole and exclusive right to review the Minimum fund all Capital Additions Amount periodically to the Leased Property during the first five (but 5) years of the Fixed Term in no event less than annuallyaccordance with Section 10.3(c). (b) Prior to commencing construction of any Capital Addition on any Property for which Lessee intends to finance with a third-party lender (acknowledging that Lessor has the sole and exclusive right to fund Capital Additions during the first five (5) years of the Fixed Term on terms consistent with this Lease), Lessee shall first grant to Lessor a right of first offer to provide funds to pay for such Capital Addition in accordance with the proper operation provisions of Section 10.3. If Lessor declines or is unable to provide such funding, or if the ROFO Exercise Notice is not accepted by Lessee, the provisions of Section 10.2 shall apply. Notwithstanding any other provision of this Article X to the contrary, unless required by applicable law, no Capital Addition shall be made which would tie-in or connect any portion of a particular Property and/or any Leased Improvements thereon with any other improvements on property adjacent to such Property (and maintenance of each not part of the FacilitiesLeased Property covered by this Lease) including, without limitation, tie-ins of buildings or other structures or utilities, unless Lessee shall have obtained the prior written approval of Lessor, which approval may be granted or withheld in Lessor’s reasonable discretion. All proposed Capital Additions shall be architecturally integrated and consistent with the applicable Property as determined in the reasonable discretion of Lessor.

Capital Additions. Subject (a) The Borrower Parties shall have the right to construct and install Capital Additions on any parcel of the Real Property with the prior written consent of MPT, not to be unreasonably withheld, conditioned or delayed. Borrower Parties shall not be permitted to create any Encumbrance on such portion of the Real Property in connection with such Capital Addition, except as provided in Section 8.3(b). Prior to commencing construction of any Capital Addition, the Borrower Parties shall, at their sole cost and expense, submit to MPT in writing for MPT’s prior approval (i) a proposal setting forth in reasonable detail any proposed Capital Addition, and (ii) such plans and specifications, certificates of need and other approvals, permits, licenses, contracts and other information concerning the proposed Capital Addition as MPT may reasonably request. (b) With respect to the provisions financing for any Capital Additions, the Borrower Parties shall first request MPT to provide funds to pay for such Capital Addition if the Borrower Parties intend to finance such Capital Addition. If, within thirty (30) days following MPT’s receipt of Paragraph 10(c) of the Agreement Regarding Leasessuch request, during each Lease Year of the Term, Tenant shall expend on Capital Additions made MPT declines to the FacilitiesBorrower Parties, the Borrower Parties may provide or arrange to finance any such Capital Additions. Notwithstanding any other provision of this subsection (b) to the contrary, in the aggregateevent that MPT declines to finance any Capital Additions, an amount at least equal to the Minimum Borrower Parties’ lender for Capital Additions Amountshall have the right to secure its loan by a junior mortgage/deed of trust upon such Capital Additions, provided the form and substance of such deed of trust is approved by MPT, which approval may be granted or withheld in MPT’s sole discretion. (c) All proposed Capital Additions shall be architecturally integrated and consistent with the applicable portion of the Real Property as determined in the sole discretion of MPT. As used hereinThe Borrower Parties will provide to MPT, prior to commencing any proposed Capital Addition, the term "Minimum Capital Additions Amount" shall mean, with respect to the Facilities, the product of following: (i) certificates of insurance (including, but not limited to, endorsements increasing the number of units contained in insurance coverage, if any, at the Facilities (in time required by Section 6.1), required under the aggregate) multiplied by construction contract for the Capital Addition, showing MPT and the Facility Lender, if any, as named obligees, additional insureds, and loss payees; (ii) Four Hundred Dollars ($400) during the first (1st) year of the Term, as such amount shall be increased on the first day of each succeeding Lease Year of the Term after the first Lease Year of the Term in proportion to increases in the Consumer Index, provided that in no event shall the Minimum Capital Additions Amount be less than the Minimum Capital Additions Amount for the prior Lease Year. If in any Lease Year Tenant fails to expend the entire Minimum Capital Additions Amount, as payment and performance bonds and all other bonds reasonably required pursuant to this Paragraph 25(d), prior to the end of such Lease Year, Tenant shall pay any such shortfall amount to Landlord, which funds shall be deposited into the Capital Additions Reserve (as defined in the Agreement Regarding Leases) (or a similar account required in connection with by MPT and any Facility Mortgage(s)), for expenditure Lender and by Tenant as required herein. If Tenant funds any such shortfall amount governmental authority applicable to the Capital Additions Reserve prior Addition, naming MPT and any Facility Lender as named obliges, additional insureds and loss payee; (iii) any information, certificates of need, regulatory approvals of architectural plans and other certificates, licenses, permits or documents requested by MPT which are necessary to the end of confirm that the applicable Lease Year, no default shall Facility Borrower will be deemed able to have occurred hereunder. Provided no Event of Default exists hereunder any such escrowed funds shall be disbursed by Landlord from time to time during use the Term, Capital Addition upon completion thereof in accordance with the terms Primary Intended Use, including all required federal, state or local government licenses and conditions set forth approvals; (iv) endorsements to any outstanding policy of lender title insurance covering the Leased Property, satisfactory in Paragraph 10(dform and substance to MPT (A) updating the same without any additional exceptions, except as may be permitted by MPT, and (B) increasing the coverage thereof by an amount equal to the Fair Market Value of the Capital Addition; (v) appraisals, surveys, environmental reports and assessments, engineering, soil and property condition reports and studies, drawings, building permits, planning studies, financial statements, and any other instruments, certificates, documents and contracts as may be reasonably required by MPT and any Facility Lender advancing or reimbursing any Facility Borrower for any portion of the Capital Addition costs; (vi) assignments and consents to assignments of contracts and waivers of liens, in forms acceptable to MPT, from each and every general contractor, subcontractor, developer, architect, construction company, engineer and other parties that will participate in the construction and development of such Capital Addition to the Real Property, together with evidence satisfactory to MPT that such waivers of liens have been duly filed in the official records of the county in which such affected portion of the Real Property is located; and (vii) all customary or other required loan documentation and amendments as required by MPT. (d) Notwithstanding any provision of this Section 8.3 to the contrary, no Capital Additions shall be made without the consent of MPT, which consent may be withheld in MPT’s sole discretion, if the Capital Addition Costs of such proposed Capital Addition, when aggregated with the costs of all Capital Additions made by the Borrower Parties, would exceed Twenty-Five Percent (25%) of the Agreement Regarding Leasesthen Fair Market Value of the affected portion of the Real Property or would, to be used in connection with Capital Additions requiring funds in the applicable Lease Year in excess reasonable judgment of MPT, diminish the value of such portion of the Minimum Real Property. Furthermore, no Capital Additions Amount, as more particularly described Addition shall be made which would tie in Paragraph 10(c) and Paragraph 10(d) or connect any portion of the Agreement Regarding Leases. Subject to the provisions of Paragraph 12(a) Real Property and/or any Improvements on any portion of the Agreement Regarding LeasesReal Property with any other improvements on property adjacent to such portion of the Real Property, including, without limitation, tie-ins of buildings or other structures or utilities, unless the Minimum Capital Additions Amount Borrower Parties shall have obtained the prior written approval of MPT, which approval may be adjusted from time to time based on the requirements of any Facility Mortgagee, provided any such provisions regarding the funding of capital replacement reserves under any future Facility Mortgage shall be granted or withheld in compliance with the requirements of Paragraph 54(b). In addition, Landlord and Tenant agree to review the Minimum Capital Additions Amount periodically (but in no event less than annually), to provide for the proper operation and maintenance of each of the FacilitiesMPT’s sole discretion.

Capital Additions. Subject to the provisions of Paragraph 10(c(a) of the Agreement Regarding Leases, during each Lease Year of the Term, Tenant shall expend on Capital Additions made to the Facilities, in the aggregate, an amount at least equal to the Minimum Capital Additions Amount. As used herein, the term "Minimum Capital Additions Amount" shall mean, with respect to the Facilities, the product of (i) the number of units contained in the Facilities (in the aggregate) multiplied by (ii) Four Hundred Dollars ($400) during the first (1st) year of the Term, as such amount shall be increased on the first day of each succeeding Lease Year of the Term after the first Lease Year of the Term in proportion to increases in the Consumer Index, provided that in no event shall the Minimum Capital Additions Amount be less than the Minimum Capital Additions Amount for the prior Lease Year. If in any Lease Year Tenant fails to expend the entire Minimum Capital Additions Amount, as required pursuant to this Paragraph 25(d), prior to the end of such Lease Year, Tenant shall pay any such shortfall amount to Landlord, which funds shall be deposited into the Capital Additions Reserve (as defined in the Agreement Regarding Leases) (or a similar account required in connection with any Facility Mortgage(s)), for expenditure by Tenant as required herein. If Tenant funds any such shortfall amount to the Capital Additions Reserve prior to the end of the applicable Lease Year, no default shall be deemed to have occurred hereunder. Provided no Event of Default exists hereunder any such escrowed funds has occurred, and no event has then occurred which with the giving of notice or passage of time or both would constitute an Event of Default hereunder, and be continuing, Borrower shall be disbursed by Landlord from time have the right (but not the obligation), upon and subject to time during the Term, in accordance with the terms and conditions set forth in Paragraph 10(d) of the Agreement Regarding Leasesbelow, to construct or install Capital Additions on any Property with the prior written consent of Lender, not to be used unreasonably withheld, conditioned or delayed (provided that such consent is not required with respect to any Capital Addition that will cost less than Ten Million Dollars ($10,000,000)). Borrower shall not be permitted to create any Lien on such Property in connection with such Capital Additions requiring funds Addition, except as provided in the applicable Lease Year Section 6.3(b). In order to obtain Lender’s prior written consent, Borrower shall submit to Lender in excess of the Minimum Capital Additions Amount, as more particularly described writing a proposal setting forth in Paragraph 10(c) and Paragraph 10(d) of the Agreement Regarding Leases. Subject to the provisions of Paragraph 12(a) of the Agreement Regarding Leases, the Minimum Capital Additions Amount may be adjusted from time to time based on the requirements of any Facility Mortgagee, provided reasonable detail any such provisions regarding the funding of capital replacement reserves under any future Facility Mortgage shall be in compliance with the requirements of Paragraph 54(b)proposed Capital Addition. In addition, Landlord Borrower shall promptly furnish to Lender such additional information relating to such proposed Capital Addition as Lender may reasonably request. Lender shall have ten (10) days following receipt of the last information so requested relating to the proposed Capital Addition to respond whether Lender has approved of such proposed Capital Addition, it being agreed that failure to timely respond shall be deemed a rejection of the proposed Capital Addition. Borrower acknowledges and Tenant agree agrees that Lender shall have the sole and exclusive right to review the Minimum finance all Capital Additions Amount periodically to the Real Property during the first five (but 5) years of the Loan Term in no event less than annuallyaccordance with Section 6.3(d). (b) Prior to commencing construction of any Capital Addition, Borrower shall first request Lender to provide financing for such Capital Addition in accordance with the proper operation provisions of Section 6.3(d). If Lender declines or is unable to provide such financing, Borrower’s lender for such Capital Addition shall have the right to secure its loan by a junior mortgage upon such Capital Addition, provided the form and maintenance substance of each such mortgage is approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed; it being acknowledged and agreed that Lender shall have the sole and exclusive right to finance all Capital Additions to the Real Property during the first five (5) years of the FacilitiesLoan Term on terms consistent with the Loan Documents. Notwithstanding any other provision of this Article VI to the contrary, unless required by applicable law, no Capital Addition shall be made which would tie-in or connect any portion of a particular Property and/or any Improvements thereon with any other improvements on property adjacent to such Property (and not part of the Real Property covered by this Agreement) including, without limitation, tie-ins of buildings or other structures or utilities, unless Borrower shall have obtained the prior written approval of Lender, which approval may be granted or withheld in Lender’s reasonable discretion. All proposed Capital Additions shall be architecturally integrated and consistent with the applicable Property as determined in the reasonable discretion of the Lender. (c) At the request of Borrower, from time to time, Lender and its Affiliates shall finance (or cause the financing of) a cumulative amount of up to Thirty-Five Million Dollars ($35,000,000) of Capital Additions per year under this Agreement and the Master Lease until the third (3rd) anniversary of the Closing Date in accordance with Section 6.3(d). Any such Capital Additions to the Real Property shall be subject to the terms of this Section 6.3 and shall be deemed a Capital Addition financed by Lender for all purposes of this Agreement. (d) In connection with any Capital Addition financed by Lender, the terms and conditions set forth on Schedule 6.3 shall apply. The costs of any such Capital Addition financed by Lender hereunder shall be added to the Mortgage Loan Amount allocable to the applicable Property pursuant to the Allocation Schedule.

Capital Additions. Subject If Seller has made any addition, improvement, upgrade and/or other modification to the Transmission Facilities, in whole or in part, the cost of which constitutes a capital expenditure, and such cost has not been reflected, in whole or in part, in the net book value of the Transmission Facilities as of the Closing Date (whether due to the submission, processing and/or payment of related invoices, the administrative timing associated with record keeping and/or any other reason), then the Purchase Price shall be increased to include such capital costs not reflected in the net book value of the Transmission Facilities. Not less than ten (10) Business Days prior to the Closing Date, Seller shall furnish Buyer with an estimate of any capital additions that may be subject to this Section 3.2(c), together with such documents and other records that may be reasonably necessary to confirm the costs associated with such capital additions. To the extent that certain capital costs are not yet fixed (including due to any capital addition pending as of such date), Seller shall be entitled to estimate all or any portion of the adjustment under this Section 3.2(c). If Seller has estimated any capital cost, Seller shall issue a final adjustment within a reasonable time after accounting for all such capital costs, and Seller shall refund, or Buyer shall pay, as the case may be, the amount due under such final adjustment within thirty (30) days after receipt thereof. The Parties shall negotiate in good faith to reconcile any differences with respect to such capital addition(s) and/or the adjustment resulting therefrom pursuant to this Section 3.2(c). If the Parties have not reconciled their differences regarding such adjustment as of the Closing Date, the Parties shall consummate the Closing based on Seller's calculation of the adjustment, and thereafter, the Parties shall wait until Seller has received and accounted for such capital costs before determining the final adjustment and associated true-up payment as contemplated above. Nothing in this Section 3.2(c) shall apply to, and/or affect the provisions of Paragraph 10(c) of the O&M Agreement Regarding Leasesregarding, during each Lease Year of the Term, Tenant shall expend on Capital Additions made capital additions to the Facilities, in the aggregate, an amount at least equal to the Minimum Capital Additions Amount. As used herein, the term "Minimum Capital Additions Amount" shall mean, with respect to the Facilities, the product of (i) the number of units contained in the Transmission Facilities (in the aggregate) multiplied by (ii) Four Hundred Dollars ($400) during the first (1st) year of the Term, as such amount shall be increased on the first day of each succeeding Lease Year of the Term made after the first Lease Year of the Term in proportion to increases in the Consumer Index, provided that in no event shall the Minimum Capital Additions Amount be less than the Minimum Capital Additions Amount for the prior Lease Year. If in any Lease Year Tenant fails to expend the entire Minimum Capital Additions Amount, as required pursuant to this Paragraph 25(d), prior to the end of such Lease Year, Tenant shall pay any such shortfall amount to Landlord, which funds shall be deposited into the Capital Additions Reserve (as defined in the Agreement Regarding Leases) (or a similar account required in connection with any Facility Mortgage(s)), for expenditure by Tenant as required herein. If Tenant funds any such shortfall amount to the Capital Additions Reserve prior to the end of the applicable Lease Year, no default shall be deemed to have occurred hereunder. Provided no Event of Default exists hereunder any such escrowed funds shall be disbursed by Landlord from time to time during the Term, in accordance with the terms and conditions set forth in Paragraph 10(d) of the Agreement Regarding Leases, to be used in connection with Capital Additions requiring funds in the applicable Lease Year in excess of the Minimum Capital Additions Amount, as more particularly described in Paragraph 10(c) and Paragraph 10(d) of the Agreement Regarding Leases. Subject to the provisions of Paragraph 12(a) of the Agreement Regarding Leases, the Minimum Capital Additions Amount may be adjusted from time to time based on the requirements of any Facility Mortgagee, provided any such provisions regarding the funding of capital replacement reserves under any future Facility Mortgage shall be in compliance with the requirements of Paragraph 54(b). In addition, Landlord and Tenant agree to review the Minimum Capital Additions Amount periodically (but in no event less than annually), to provide for the proper operation and maintenance of each of the FacilitiesClosing Date.