Common use of Construction of Capital Additions to the Leased Property Clause in Contracts

Construction of Capital Additions to the Leased Property. Tenant shall not construct or install Capital Additions on any of the Collective Leased Properties without obtaining Landlord's prior written consent, which consent shall not be unreasonably withheld, provided that no consent shall be required for any Capital Addition so long as (a) the Capital Additions Costs for such Capital Addition are less than $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) above. If Landlord's consent is required, prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any proposed Capital Addition and shall provide to Landlord such plans and specifications, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Addition. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvement on the applicable Leased Property with any other improvements on property adjacent to such Leased Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

Construction of Capital Additions to the Leased Property. Except as set forth in subsection (a) below, Tenant shall may not make any alterations or construct or install any Capital Additions on any of the Collective Leased Properties Property without obtaining Landlord's the prior written consentconsent of Landlord, which consent shall not be unreasonably withheld, provided that no consent shall be required for any Capital Addition so long as (a) the Capital Additions Costs for such Capital Addition are less than $1,000,000, (b) such construction conditioned or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) abovedelayed. If Landlord's consent is required, prior Prior to commencing construction of any alteration or Capital Addition, Tenant shall submit to Landlord, Landlord in writing, writing a proposal setting forth, forth in reasonable detail, detail any proposed Capital Addition and shall provide to Landlord such (unless expressly permitted by subsection (a) below), together with plans and specifications, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord may reasonably request. Landlord shall have thirty Addition, and the identity of the general contractor (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Addition“Request”). Without limiting the generality of the foregoing, such proposal Request shall indicate the approximate projected cost of constructing and time to complete construction of such Capital Addition and the use or uses to which it will be put. No Within fifteen (15) days after receipt of Tenant’s Request, Landlord shall request any additional. information that it may require in order to evaluate Tenant’s Capital Addition proposal, and Landlord shall approve or disapprove of the proposed Capital Addition no later than thirty (30) days following any request from Tenant. Landlord’s failure to respond within said thirty (30) day period shall constitute its approval. Any notice of disapproval from Landlord shall include a written summary of Landlord’s stated reasons for disapproval. With respect to any expansion of the Facility (other than the Expansion, as defined in Section 36 below, or alterations to the Premises in conjunction with the construction of the Expansion) which is approved by Landlord and which affects the structural integrity of the Facility or the mechanical, electrical or plumbing systems of the Facility, if Landlord performs construction management services with respect to such expansion, Tenant shall pay Landlord a construction management fee equal to five percent (5%) of the cost of such expansion, one-half of which fee shall be made which would tie in or connect any Leased Improvement on paid prior to the applicable Leased Property with any other improvements on property adjacent to commencement of construction of such Leased Property (expansion and not part the remaining one-half of the Landfee shall be paid within ten (10) includingdays after substantial completion of such expansion. With respect to any Capital Addition not covered by the previous sentence, without limitationwhich Capital Addition affects the structural integrity of the Facility or the mechanical, tie-ins electrical or plumbing systems of buildings the Facility, Tenant shall reimburse Landlord for its reasonable out of pocket expenses in connection with such Capital Addition, such as engineering and/or architectural fees, and the reasonable travel and lodging costs incurred by Landlord and its engineer and/or architect, which amount shall be paid to Landlord within ten (10) days after substantial completion of such Capital Addition. None of the foregoing fees shall be charged in conjunction with the Expansion (as defined in Section 36 below) or other structures or utilitiesany alterations to the Premises in conjunction with the construction of the Expansion. Any Capital Additions shall, upon Nothing herein shall authorize Tenant to construct the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted EncumbrancesExpansion.

Construction of Capital Additions to the Leased Property. Provided no Default shall have occurred and be continuing, Tenant shall not have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Addi tions on the applicable Leased Property. Tenant's right to construct or install Capital Additions on any of the Collective applicable Leased Properties without Property shall be subject to obtaining Landlord's prior written consent, consent (which consent shall not be unreasonably withheld, withheld or delayed) provided that no consent shall be required for any Capital Addition financed under the Renovation Funding Agreement, or the Renovation Escrow Agreement or for any other Capital Addition so long as (ai) the Capital Additions Costs for such Capital Addition are less than $1,000,000250,000, (bii) such construction or installation instal lation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (ciii) Landlord shall have received an Officer's Certificate a certificate from a Responsible officer certifying as to the satisfaction of the conditions set out in clauses (ai) and (bii) above. If Landlord's consent is required, prior such consent shall not be deemed to be unreasonably withheld if such Capital Addition will significantly alter the character or purpose or materially detract from the value or operating efficiency or the revenue-producing capability of such Leased Property, or adversely affect the ability of Tenant to comply with the applicable Lease. Prior to commencing construction of any Capital AdditionAddition (other than a Capital Addition financed under the Renovation Funding Agreement), Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, detail any proposed Capital Addition and shall provide to Landlord Landlord, such plans and specifications, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Addition. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and Addition, the use or uses to which it will be putput and a good faith estimate of the change, if any, in the Net Patient Revenues that Tenant anticipates will result from such Capital Addition. No Capital Addition shall be made which would tie in or connect any Leased Improvement on the applicable Leased Property with any other improvements on property adjacent to such Leased Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Tenant shall not finance the cost of any construction of any Capital Addition without the prior written consent of Landlord. Any Capital Additions (including Tenant's Capital Additions) shall, upon the expiration or sooner termination of this Agreementthe applicable Lease for such Leased Property, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted EncumbrancesEncumbrances but subject to Landlord's obligation to compensate Tenant for Tenant's Capital Additions as provided below.

Construction of Capital Additions to the Leased Property. Tenant (a) With respect to each Facility (and, as applicable, following the Completion Date in accordance with the applicable Project Development Agreement), and provided that no Event of Default has occurred, and no event then exists which with the giving of notice or passage of time or both would constitute an Event of Default hereunder, Lessee shall not have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any such portion of the Collective Leased Properties without obtaining LandlordProperty with the prior written consent of Lessor, not to be unreasonably withheld, conditioned or delayed. Lessee shall not be permitted to create any Lien on such portion of the Leased Property in connection with such Capital Addition, except as provided in Section 10.2. Prior to commencing construction of any such Capital Addition, Lessee shall, at Lessee's sole cost and expense, (i) submit to Lessor in writing for Lessor's prior written consentapproval a proposal setting forth in reasonable detail any such proposed Capital Addition, (ii) submit to Lessor for Lessor's prior approval or consent 35 (which consent approval shall not be unreasonably withheld, provided that no consent shall be required for any Capital Addition so long as (aconditioned or delayed) the Capital Additions Costs for such Capital Addition are less than $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) above. If Landlord's consent is required, prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any proposed Capital Addition and shall provide to Landlord such plans and specifications, certificates of need, and other approvals, permits, licenses, contracts and other information concerning in excess of $50,000 for the proposed Capital Addition and such other information available to Lessee concerning such proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty , and (30iii) days to review obtain all materials submitted to Landlord in connection with any such proposal. Failure necessary certificates of Landlord to respond to Tenant's proposal within thirty (30) days after receipt need, permits, licenses, state licensure surveys, and all regulatory approvals of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Additionarchitectural plans. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and Addition, together with the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvement on the applicable Leased Property with any other improvements on property adjacent to such Leased Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

Construction of Capital Additions to the Leased Property. Tenant (a) If no Event of Default shall not have occurred and be continuing, Lessee shall have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any of the Collective Leased Properties without obtaining Landlord's Property with the prior written consent, consent of Lessor which consent shall not be unreasonably withheld, ; provided that no consent Lessee shall not be required for permitted to create any Capital Addition so long as (a) Encumbrance on the Capital Additions Costs for Leased Property in connection with such Capital Addition are less than $1,000,000, (bwithout first complying with Section 9.1(b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) abovehereof. If Landlord's consent is required, prior Prior to commencing construction of any Capital Addition, Tenant Lessee shall submit to Landlord, Lessor in writing, writing a proposal setting forth, forth in reasonable detail, detail any proposed Capital Addition and shall provide to Landlord Lessor such plans and specifications, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Addition. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and the use or uses to which it will be put. No (b) Prior to commencing construction of any Capital Addition, Lessee shall first request Lessor to provide funds to pay for such Capital Addition in accordance with the provisions of Section 9.3. If Lessor declines or is unable to provide such financing on terms acceptable to Lessee and Lessee rejects Lessor's offer of financing, Lessee may arrange or provide other financing, subject to the provisions of Section 9.2. Lessor will reasonably cooperate with Lessee regarding the grant of any consents or easements or the like necessary or appropriate in connection with any Capital Addition; provided that no Capital Addition shall be made which would tie in or connect any Leased Improvement Improvements on the applicable Leased Property with any other improvements on property adjacent to such the Leased Property (and not part of the LandLand covered by this Lease) including, without limitation, including tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon unless Lessee shall have obtained the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.prior written approval

Construction of Capital Additions to the Leased Property. Tenant If no Event of Default shall not have occurred and be continuing, Lessee shall have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any of the Collective Leased Properties Property without obtaining Landlord's the prior written consent, which consent shall not be unreasonably withheld, provided that no consent shall be required for any Capital Addition so long as (a) the Capital Additions Costs for such Capital Addition are less than $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) aboveLessor. If Landlord's consent is required, prior Prior to commencing construction of any Capital Addition, Tenant Lessee shall submit to Landlord, Lessor in writing, writing a proposal setting forth, forth in reasonable detail, detail any proposed Capital Addition and shall provide to Landlord Lessor such plans and specifications, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Addition. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and the use or uses to which it will be put.. Prior to commencing construction of any Capital Addition, Lessee shall first request Lessor to provide the funds necessary to pay for such Capital Addition in accordance with the provisions hereof. If Lessor declines to provide such financing on terms acceptable to Lessee, including, but not limited to, an increase in rent payable hereunder the provisions of Section 10.2 shall apply. Notwithstanding any other provisions of this Article X appearing to the contrary, if the Capital Additions Cost of such proposed Capital Addition, when aggregated with the costs of all other Capital Additions made by Lessee, exceeds twenty percent (20%) of the Fair Market Value of the Leased Property after such Capital Additions, no such Capital Addition shall be made without the written consent of Lessor, which consent shall not be unreasonably withheld. Any withholding of consent shall be expressed and shall be effected within twenty (20) days after receipt by Lessor of such documents or information as Lessor may reasonably require, Notice of which requirements shall be sent to Lessee within seven (7) days after Lessee’s request for consent, and if Notice of the withholding of such consent is not received by Lessee within such 20-day period, such request shall be deemed approved. No Capital Addition shall be made which would tie in or connect any Leased Improvement Improvements on the applicable Leased Property with any other improvements on property adjacent to such the Leased Property (and not part of the LandLand covered by this Master Lease Document) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon unless Lessee shall have obtained the expiration prior written approval of Lessor, which approval in Lessor’s sole discretion may be granted or sooner termination withheld; provided, however, that if Lessor has not responded to any such request of this AgreementLessee within thirty (30) days after receipt by Lessor of such documents and information as Lessor may reasonably require in order to evaluate the request, pass Notice of which requirements shall be sent to and become the property of LandlordLessee within seven (7) days following Lessee’s request, free and clear of all encumbrances other than Permitted Encumbrancessuch request shall be deemed approved.

Construction of Capital Additions to the Leased Property. Tenant (a) With respect to each Facility, following the Completion Date in accordance with the applicable Project Development Agreement, and provided that no Event of Default has occurred, and no event then exists which with the giving of notice or passage of time or both would constitute an Event of Default hereunder, Lessee shall not have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any such portion of the Collective Leased Properties without obtaining Landlord's Property with the prior written consentconsent of Lessor, not to be unreasonably withheld, conditioned or delayed. Lessee shall not be permitted to create any Lien on such portion of the Leased Property in connection with such Capital Addition, except as provided in Section 10.2. Prior to commencing construction of any such Capital Addition, Lessee shall, at Lessee’s sole cost and expense, (i) submit to Lessor in writing for Lessor’s prior approval a proposal setting forth in reasonable detail any such proposed Capital Addition, (ii) submit to Lessor for Lessor’s prior approval or consent (which consent approval shall not be unreasonably withheld, provided that no consent shall be required for any Capital Addition so long as (aconditioned or delayed) the Capital Additions Costs for such Capital Addition are less than $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) above. If Landlord's consent is required, prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any proposed Capital Addition and shall provide to Landlord such plans and specifications, certificates of need, and other approvals, permits, licenses, contracts and other information concerning in excess of $50,000 for the proposed Capital Addition and such other information available to Lessee concerning such proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty , and (30iii) days to review obtain all materials submitted to Landlord in connection with any such proposal. Failure necessary certificates of Landlord to respond to Tenant's proposal within thirty (30) days after receipt need, permits, licenses, state licensure surveys, and all regulatory approvals of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Additionarchitectural plans. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and Addition, together with the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvement on the applicable Leased Property with any other improvements on property adjacent to such Leased Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

Construction of Capital Additions to the Leased Property. Tenant If no Event of Default shall not have occurred and be continuing, Lessee shall have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any of the Collective Leased Properties without obtaining Landlord's Property with the prior written consent, consent of Lessor which consent shall not be unreasonably withheldwithheld if the Capital Addition Cost, provided that when aggregated with the costs of all other Capital Additions made by Lessee, would not exceed $200,000. Notwithstanding any other provision of this Article X appearing to the contrary, no consent Capital Additions shall be required for made without the consent of Lessor, which consent may be withheld in Lessor's sole and absolute discretion, which may be based upon considerations of Lessor including, but not limited to, Lessor's decision not to fund any Capital Addition so long as (a) Addition, if the Capital Addition Cost of such proposed Capital Addition, when aggregated with the costs of all other Capital Additions Costs for such Capital Addition are less than made by Lessee, would exceed $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable 200,000. Prior to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) above. If LandlordLessor's consent is required, prior to commencing construction of any Capital Addition, Tenant Lessee shall submit to Landlord, Lessor in writing, writing a proposal setting forth, forth in reasonable detail, detail any proposed Capital Addition and shall provide to Landlord Lessor such plans and specifications, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty (30) days to review all materials submitted to Landlord in connection with any such proposal. Failure of Landlord to respond to Tenant's proposal within thirty (30) days after receipt of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Addition. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and the use or uses to which it will be put. No Furthermore, no Capital Addition shall be made which would tie in or connect any Leased Improvement Improvements on the applicable Leased Property with any other improvements on property adjacent to such the Leased Property (and not part of the Landland covered by this Lease) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon unless Lessee shall have obtained the expiration prior written approval of Lessor, which approval in Lessor's sole discretion may be granted or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbranceswithheld.

Construction of Capital Additions to the Leased Property. Tenant (a) With respect to each Facility (and, as applicable, following the Completion Date in accordance with the applicable Project Development Agreement), and provided that no Event of Default has occurred, and no event then exists which with the giving of notice or passage of time or both would constitute an Event of Default hereunder, Lessee shall not have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any such portion of the Collective Leased Properties without obtaining LandlordProperty with the prior written consent of Lessor, not to be unreasonably withheld, conditioned or delayed. Lessee shall not be permitted to create any Lien on such portion of the Leased Property in connection with such Capital Addition, except as provided in Section 10.2. Prior to commencing construction of any such Capital Addition, Lessee shall, at Lessee's sole cost and expense, (i) submit to Lessor in writing for Lessor's prior written consentapproval a proposal setting forth in reasonable detail any such proposed Capital Addition, (ii) submit to Lessor for Lessor's prior approval or consent (which consent approval shall not be unreasonably withheld, provided that no consent shall be required for any Capital Addition so long as (aconditioned or delayed) the Capital Additions Costs for such Capital Addition are less than $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) above. If Landlord's consent is required, prior to commencing construction of any Capital Addition, Tenant shall submit to Landlord, in writing, a proposal setting forth, in reasonable detail, any proposed Capital Addition and shall provide to Landlord such plans and specifications, certificates of need, and other approvals, permits, licenses, contracts and other information concerning in excess of $50,000 for the proposed Capital Addition and such other information available to Lessee concerning such proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty , and (30iii) days to review obtain all materials submitted to Landlord in connection with any such proposal. Failure necessary certificates of Landlord to respond to Tenant's proposal within thirty (30) days after receipt need, permits, licenses, state licensure surveys, and all regulatory approvals of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Additionarchitectural plans. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition and Addition, together with the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvement on the applicable Leased Property with any other improvements on property adjacent to such Leased Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

Construction of Capital Additions to the Leased Property. (a) After the completion of the construction of the Leased Improvements under the Development Agreement, and provided no Event of Default or other default shall have occurred or be continuing, and no event has occurred which with the giving of notice or the passage of time or both would constitute such a default under this Lease, the Other Leases, the Tenant Leases, the Loan or the Loan Documents, Lessee shall not have the right, upon and subject to the terms and conditions set forth below, to construct or install Capital Additions on any of the Collective Leased Properties Property without obtaining Landlord's the prior written consentconsent of Lessor, which consent provided, however, except as expressly provided in Section 10.2(d) hereof, Lessee shall not be unreasonably withheld, provided that no consent shall be required for permitted to create any Capital Addition so long as (a) Encumbrance on the Capital Additions Costs for Leased Property in connection with such Capital Addition are less than $1,000,000, (b) such construction or installation would not adversely affect or violate any Legal Requirement or Insurance Requirement applicable to the applicable Leased Property and (c) Landlord shall have received an Officer's Certificate certifying as to the satisfaction of the conditions set out in clauses (a) and (b) aboveAddition. If Landlord's consent is required, prior Prior to commencing construction of any Capital Addition, Tenant shall Lessee shall, at Lessee's sole cost and expense (i) submit to Landlord, Lessor for Lessor's prior approval in writing, writing a proposal setting forth, forth in reasonable detail, detail any proposed Capital Addition and shall provide Addition, (ii) submit to Landlord Lessor for Lessor's prior approval such plans and specifications, certificates of need and other approvals, permits, licenses, contracts and other information concerning the proposed Capital Addition as Landlord Lessor may reasonably request. Landlord shall have thirty , and (30iii) days to review obtain all materials submitted to Landlord in connection with any such proposal. Failure necessary certificates of Landlord to respond to Tenant's proposal within thirty (30) days after receipt need, state licensure surveys and all regulatory approvals of all information and materials requested by Landlord in connection with the proposed Capital Addition shall be deemed to constitute approval of such proposed Capital Additionarchitectural plans. Without limiting the generality of the foregoing, such proposal shall indicate the approximate projected cost of constructing such Capital Addition Addition, and the use or uses to which it will be put. No Capital Addition shall be made which would tie in or connect any Leased Improvement on the applicable Leased Property with any other improvements on property adjacent to such Leased Property (and not part of the Land) including, without limitation, tie-ins of buildings or other structures or utilities. Any Capital Additions shall, upon the expiration or sooner termination of this Agreement, pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.