Common use of Generator Clause in Contracts

Generator. Section 4 of the Second Amendment is hereby deleted in its entirety and replaced with the following: (a) Pursuant to Emergency Rule 58AER17-1 entitled “Procedures Regarding Emergency Environmental Control for Assisted Living Facilities” (the “Rule”) adopted by the Florida Department of Elder Affairs (the “FDEA”), the FDEA has required that assisted living facilities, such as the Facilities, have sufficient emergency generator power available to ensure that the Facilities maintain ambient air temperatures at levels specified in the Rule if there is a loss of electrical power. The Rule requires the submission to the FDEA of a detailed plan meeting the criteria stated in the Rule by October 31, 2017 (the “Plan”). (b) Seller and Existing Operator each hereby agree that they shall submit a draft of the Plan and the estimated costs (including for generators and fuel) related thereto, to Purchaser and obtain Purchaser’s approval, not to be unreasonably withheld, conditioned or delayed, before submitting the same to the FDEA. Seller and Existing Operator also shall promptly deliver to Purchaser a copy of any written communications sent to and received from FDEA in connection with the approval and implementation of the Plan. (c) Prior to Closing, Seller shall use commercially reasonable efforts to timely comply with the requirements of the Rule and shall fund the related costs to the extent due prior to Closing, which shall include the cost of site surveys to be completed by each of Covenant Services, Inc. and Global Power Supply, each of which shall establish an estimate of the costs of complying with the Rule (each, an “Estimate”). Purchaser also shall have the right to review and approve any contract for the generator purchase and installation before Seller and/or Existing Operator execute the same, such approval not to be unreasonably withheld, conditioned or delayed. (d) At Closing, Purchaser shall receive a credit against the Purchase Price (to be allocated with respect to the applicable Facility) in an amount equal to one-half of the average of the Estimates, less the amounts expended by Seller and/or Existing Operator and approved by Purchaser to prepare or otherwise implement the Plan prior to Closing; provided that if both Estimates have not been delivered by October 30, 2017, then the parties shall give effect to this provision pursuant to a post-closing adjustment in lieu of a credit, to be finalized no later than thirty (30) days after the receipt of the later of the two Estimates. Once the amount of the credit or post-closing adjustment, as applicable, is determined as provided above, such amount shall be final and binding regardless of any future waivers or variances that may be received from the FDEA with respect to the Rule. (e) ▇▇. ▇▇▇▇▇▇ shall serve as Purchaser’s representative in connection with the generator work and compliance with the Rule as provided in this Section 4, and as such, Seller and/or Operator shall seek approval from ▇▇. ▇▇▇▇▇▇ before any expenditures are made, including preparation or implementation costs, provided that the failure to seek any such approval will result in such costs being eliminated from the Final Estimate. All requests for Purchaser consent or approval specified in this Section shall be submitted to ▇▇. ▇▇▇▇▇▇. Seller and/or Existing Operator shall keep ▇▇. ▇▇▇▇▇▇ reasonably well informed regarding the progress of the work contemplated by this Section 4, and shall provide updates regarding the status of such work no less frequently than weekly. Seller, Existing Operator and Purchaser shall work collaboratively to satisfy the requirements of this Section 4.”

Generator. Section 4 of the Second Amendment is hereby deleted in its entirety and replaced with the following: (a) Pursuant to Emergency Rule 58AER17-1 entitled “Procedures Regarding Emergency Environmental Control for Assisted Living Facilities” (the “Rule”) adopted by the Florida Department of Elder Affairs (the “FDEA”), the FDEA has required that assisted living facilities, such as the Facilities, have sufficient emergency generator power available to ensure that the Facilities maintain ambient air temperatures at levels specified in the Rule if there is a loss of electrical power. The Rule requires the submission to the FDEA of a detailed plan meeting the criteria stated in the Rule by October 31, 2017 (the “Plan”). (b) Seller and Existing Operator each hereby agree that they shall submit a draft of the Plan and the estimated costs (including for generators and fuel) related thereto, to Purchaser and obtain Purchaser’s approval, not to be unreasonably withheld, conditioned or delayed, before submitting the same to the FDEA. Seller and Existing Operator also shall promptly deliver to Purchaser a copy of any all written communications sent to and received from FDEA in connection with the approval and implementation of the Plan. Purchaser shall also approve any modification to the Plan and the initial estimate of related costs, which approval shall not be unreasonably withheld, conditioned or delayed, before Seller and Existing Operator submit the same to FDEA. (c) Prior to Closing, Seller shall use commercially reasonable efforts to timely comply with the requirements of the Rule and to implement the FDEA-approved Plan to the extent practicable prior to Closing and shall fund the related costs to the extent due prior to Closing, which shall include the cost of site surveys to be completed by each of Covenant Services, Inc. and Global Power Supply, each of which shall establish an estimate of the costs of complying with the Rule (each, an “Estimate”). Purchaser also shall have the right to review and approve any the contract for the generator purchase and installation before Seller and/or Existing Operator execute the same, such approval approval, not to be unreasonably withheld, conditioned or delayed. (d) At Closing, if Seller has paid amounts pursuant to the foregoing clause (c) in excess of one-half of the estimated costs of implementing the FDEA-approved Plan, as determined in connection with the submission of the Plan (the “Final Estimate”), then Purchaser shall reimburse Seller for such excess. If as of Closing Seller has funded less than one-half of the Final Estimate to implement the FDEA-approved Plan, then at Closing Purchaser shall receive a credit against the Purchase Price (to be allocated with respect to the applicable Facility) in an amount equal to the difference between one-half of the average of Final Estimate and the Estimatesamount funded by the Seller prior to Closing to implement the FDEA-approved Plan. In the event that Seller and Existing Operator have not fully implemented the FDEA-approved Plan prior to Closing, less (i) Seller and/or Existing Operator (as appropriate) shall assign to Purchaser or Purchaser’s designee, and Purchaser or its designee (as applicable) shall assume, the amounts expended contract(s) entered into by Seller and/or Existing Operator and approved by Purchaser to prepare or otherwise implement the Plan prior to Closing; provided that if both Estimates have not been delivered by October 30, 2017, then the parties shall give effect to this provision pursuant to a post-closing adjustment in lieu of a credit, to be finalized no later than thirty (30) days after the receipt of the later of the two Estimates. Once the amount of the credit or post-closing adjustment, as applicable, is determined as provided above, such amount shall be final and binding regardless of any future waivers or variances that may be received from the FDEA with respect to the Rulecompletion of the generator work, and (ii) Seller and/or Existing Operator shall deliver to Purchaser commercially reasonable evidence demonstrating the generator work completed as of Closing, the payment of amounts owed to third parties with respect thereto, and the waiver of liens in connection therewith. (e) ▇▇. ▇▇▇▇▇▇ shall serve as Purchaser’s representative in connection with the generator work and compliance with the Rule as provided in this Section 4, and as such, Seller and/or Operator shall seek approval from ▇▇. ▇▇▇▇▇▇ before any expenditures are made, including preparation or implementation costs, provided that the failure to seek any such approval will result in such costs being eliminated from the Final Estimate. All requests for Purchaser consent or approval specified in this Section shall be submitted to ▇▇. ▇▇▇▇▇▇. Seller and/or Existing Operator shall keep ▇▇. ▇▇▇▇▇▇ reasonably well informed regarding the progress of the work contemplated by this Section 4, and shall provide updates regarding the status of such work no less frequently than weekly. Seller, Existing Operator and Purchaser shall work collaboratively to satisfy the requirements of this Section 4.”

Generator. Section 4 Subject to the terms and conditions hereinafter set forth, Landlord grants to Tenant, during the Term, the right to install one (1) commercially reasonable emergency generator relating to Tenant’s business in the Demised Premises at a location at the Building designated by Landlord and approved by Tenant in its reasonable discretion, for supplying emergency power to the Demised Premises and, except as otherwise provided, to connect such equipment through existing mechanical shafts or vertical riser paths to the Demised Premises. The rights to own, install and use such additional generator under this Article 32 shall be in addition to the Tenant’s exclusive right to use the existing generator currently serving and connected to the Demised Premises and the existing Liebert units located at the Demised Premises as of the Second Amendment is hereby deleted in its entirety and replaced with the following: (a) Pursuant to Emergency Rule 58AER17-1 entitled “Procedures Regarding Emergency Environmental Control for Assisted Living Facilities” Turnover Date (the “Rule”) adopted by the Florida Department of Elder Affairs (the “FDEA”), the FDEA has required that assisted living facilities, such as the Facilities, have sufficient emergency generator power available to ensure that the Facilities maintain ambient air temperatures at levels specified in the Rule if there is a loss of electrical power. The Rule requires the submission to the FDEA of a detailed plan meeting the criteria stated in the Rule by October 31, 2017 (the “Plan”). (b) Seller and Existing Operator each hereby agree that they shall submit a draft of the Plan and the estimated costs (including for generators and fuel) related thereto, to Purchaser and obtain Purchaser’s approval, not to be unreasonably withheld, conditioned or delayed, before submitting the same to the FDEA. Seller and Existing Operator also shall promptly deliver to Purchaser a copy of any written communications sent to and received from FDEA in connection with the approval and implementation of the Plan. (c) Prior to Closing, Seller shall use commercially reasonable efforts to timely comply with the requirements of the Rule and shall fund the related costs to the extent due prior to Closing, which shall include the cost of site surveys to be completed by each of Covenant Services, Inc. and Global Power Supply, each of which shall establish an estimate of the costs of complying with the Rule (each, an “EstimateGenerator/Liebert Units”). Purchaser also Without limitation of the foregoing, Tenant shall have the right right, exercised by written notice thereof given on or before one (1) year prior to review and approve any contract the Expiration Date (or, if Tenant has exercised its renewal option under Article 29 above, then on or before one (1) year prior to the end of the Renewal Period), to have Landlord convey the Existing Generator/Liebert Units to Tenant, in consideration for the generator purchase and installation before Seller and/or payment of One Dollar ($1.00), in which case (i) Landlord shall convey such Existing Operator execute the same, such approval not Generator/Liebert Units to be unreasonably withheld, conditioned or delayed. (d) At Closing, Purchaser shall receive a credit against the Purchase Price (to be allocated with respect to the applicable Facility) in an amount equal to one-half Tenant effective as of the average Expiration Date (or, if Tenant has exercised its renewal option under Article 29 above, then effective as of the Estimates, less the amounts expended by Seller and/or Existing Operator and approved by Purchaser to prepare or otherwise implement the Plan prior to Closing; provided that if both Estimates have not been delivered by October 30, 2017, then the parties shall give effect to this provision pursuant to a post-closing adjustment in lieu of a credit, to be finalized no later than thirty (30) days after the receipt last day of the later of the two Estimates. Once the amount of the credit or postRenewal Period), by quit-closing adjustment, as applicable, is determined as provided above, such amount shall be final and binding regardless of any future waivers or variances that may be received from the FDEA with respect to the Rule. (e) ▇▇. ▇▇▇claim b▇▇▇ of sale (i.e., without any representations or warranties of any kind or nature whatsoever, express or implied), and (ii) Tenant shall serve remove such Existing Generator/Liebert Units from the Demised Premises as Purchaser’s representative of the Expiration Date (or, if Tenant has exercised its renewal option under Article 29 above, then as of the last day of the Renewal Period), in connection accordance with the generator work removal/restoration and compliance with other obligations set forth in Section 8.2 above relative to other equipment and improvements which must be removed by Tenant thereunder. In no event shall Tenant have any right to obtain a conveyance of the Rule as provided in Existing Generator/Liebert Units pursuant to this Section 432.1 if the Term of this Lease, and or Tenant’s right to possession hereunder, is terminated for any reason prior to the stated Expiration Date (or, if Tenant has exercised its renewal option under Article 29 above, then prior to the last day of the Renewal Period) hereunder (i.e., whether due to a default by Tenant, or due to Tenant’s exercise of any early termination rights hereunder, or otherwise). If, during the Term, Tenant’s service provider for the maintenance, repair or operation of the Existing Generator/Liebert Units requests authority from Landlord, as suchthe owner of such items, Seller and/or Operator to allow such service provider to so provide the applicable servicing activities, then Landlord shall seek approval from ▇▇. ▇▇▇▇▇▇ before any expenditures are made, including preparation or implementation costspromptly respond to such request, provided that the failure to seek any such approval will result in servicing of the Existing Generator/Liebert Units, and the service arrangement with any such costs being eliminated from the Final Estimate. All requests for Purchaser consent or approval specified service provider relative thereto, shall otherwise comply with all terms and conditions set forth in this Section shall be submitted to ▇▇. ▇▇▇▇▇▇. Seller and/or Existing Operator shall keep ▇▇. ▇▇▇▇▇▇ reasonably well informed regarding Lease governing the progress of the work contemplated by this Section 4, and shall provide updates regarding the status of such work no less frequently than weekly. Seller, Existing Operator and Purchaser shall work collaboratively to satisfy the requirements of this Section 4same.”

Generator. Section 4 Subject to (i) compliance with all rules, regulations, statutes and codes of the Second Amendment is hereby deleted in its entirety and replaced with the following: any governmental authority having jurisdiction thereover, (aii) Pursuant to Emergency Rule 58AER17-1 entitled “Procedures Regarding Emergency Environmental Control for Assisted Living Facilities” (the “Rule”) adopted by the Florida Department of Elder Affairs (the “FDEA”), the FDEA has required that assisted living facilities, such Landlord's prior written consent as the Facilities, have sufficient emergency generator power available to ensure that the Facilities maintain ambient air temperatures at levels specified in the Rule if there is a loss of electrical power. The Rule requires the submission to the FDEA of a detailed plan meeting the criteria stated in the Rule by October 31location and design and installation plans and specifications therefor, 2017 (the “Plan”). (b) Seller and Existing Operator each hereby agree that they which consent shall submit a draft of the Plan and the estimated costs (including for generators and fuel) related thereto, to Purchaser and obtain Purchaser’s approval, not to be unreasonably withheld, conditioned delayed or delayedconditioned, before submitting the same to the FDEA. Seller and Existing Operator also shall promptly deliver to Purchaser a copy of any written communications sent to (iii) Tenant's removal and received from FDEA in connection with the approval and implementation of the Plan. (c) Prior to Closingrestoration obligation set forth below, Seller shall use commercially reasonable efforts to timely comply with the requirements of the Rule and shall fund the related costs to the extent due prior to Closing, which shall include the cost of site surveys to be completed by each of Covenant Services, Inc. and Global Power Supply, each of which shall establish an estimate of the costs of complying with the Rule (each, an “Estimate”). Purchaser also Tenant shall have the right to review purchase and approve install one generator (including any contract necessary appurtenant equipment that is a part thereof, the "Generator") and one fuel storage tank for the generator purchase and installation before Seller and/or Existing Operator execute Generator (the same, such approval not "Generator Fuel Tank") in the lower level of the parking garage of the Building at a spot to be unreasonably withheld, conditioned or delayed. more specifically identified by Landlord (d) At Closing, Purchaser shall receive a credit against the Purchase Price (to be allocated with respect to the applicable Facility) in an amount equal to one-half "Generator Area"). The precise location of the average Generator shall be determined based on the size and specifications of the Estimates, less the amounts expended Generator submitted by Seller and/or Existing Operator Tenant to and approved by Purchaser Landlord. Any parking spaces eliminated after the date hereof as a result of the installation of the Generator and Generator Fuel Tank shall be paid for by Tenant at the prevailing rate from time to prepare time, and any such parking spaces so utilized by Tenant for installing and operating the Generator and Generator Fuel Tank shall reduce the number of parking spaces otherwise available to Tenant pursuant to the terms and provisions of Paragraph 1 of these Special Stipulations. Additionally, Landlord shall furnish a pathway for Tenant to run lines from the Premises to the Generator at a location chosen by Landlord as more fully set forth in Paragraph 7 hereof. Tenant's installation, use and operation of the Generator and the Generator Fuel Tank shall be exercised: (1) in such manner as will not create any hazardous condition or otherwise implement interfere with or impair the Plan operation of the heating, ventilation, air conditioning, plumbing, electrical, fire protection, life safety, public utilities or other systems or facilities in the Building; (2) in compliance with all applicable laws, codes and regulations and the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted relating to or affecting thereto; (3) in such a manner as will not directly or indirectly interfere with, delay, restrict or impose any expense, work or obligation upon Landlord in the use or operation of such Building; and (4) at Tenant's cost, including the cost of repairing all damage to the Building and any personal injury and/or property damage attributable to the installation, inspection, adjustment, maintenance, removal or replacement of any equipment, apparatus or facilities pursuant to this Paragraph 6. In connection with Tenant's use of the Generator and the Generator Fuel Tank, and subject to the above-stated responsibilities of Tenant, Tenant shall have the right to operate the Generator at such intervals and for such periods of time as may be recommended by or required by the manufacturer of such generator for testing or maintenance purposes, or at such other intervals as Tenant deems necessary in its reasonable judgment for purposes of operating its business; provided (i) to the fullest extent possible, Tenant will provide notice to Landlord of the scheduled times for such regular testing and operation for maintenance purposes, (ii) Tenant will use all reasonable and diligent efforts to perform any testing or periodic operation for maintenance purposes outside of Normal Business Hours (it being acknowledged by Landlord that certain testing and operation for maintenance and other business purposes will necessarily take place during peak operational periods, which may include during Normal Business Hours), and (iii) such testing will be performed in a manner reasonably calculated to minimize any inconvenience to other tenants and occupants of the Building, and their respective employees and invitees. Tenant will obtain prior to Closing; provided that if both Estimates have not been delivered the installation of the Generator and Generator Fuel Tank, any and all necessary licenses, approvals and permits necessary for the installation, maintenance and use of the Generator, Generator Fuel Tank and any equipment installed in connection therewith. Tenant shall indemnify and hold Landlord harmless from and against any and all loss, cost (including reasonable attorney's fees incurred in defending Landlord), damage or liability arising out of any violations of any laws, statutes, ordinances, rules or regulations, or arising out of the use, operation and maintenance of the Generator and the Generator Fuel Tank, including, without limitation any damage Landlord may sustain as a result of the malfunction, leaking or any other condition of the Generator, Generator Fuel Tank or other related equipment described in this paragraph. If the rate of any insurance carried by October 30, 2017Landlord is increased as a result of Tenant's installation of the Generator and related Generator Fuel Tank, then the parties shall give effect Tenant will pay to this provision pursuant to a post-closing adjustment in lieu of a credit, to be finalized no later than Landlord within thirty (30) days after Landlord delivers to Tenant a certified statement from Landlord's insurance carrier stating that the receipt of the later of the two Estimates. Once the amount of the credit or post-closing adjustmentrate increase was caused thereby, as applicable, is determined as provided above, such amount shall be final and binding regardless of any future waivers or variances that may be received from the FDEA with respect a sum equal to the Rule. (e) ▇▇difference between the original premium and the increased premium resulting therefrom. ▇▇▇▇▇▇ Upon the expiration or sooner termination of this Lease, Tenant shall serve as Purchaser’s representative in connection remove the Generator and Generator Fuel Tank along with the generator work and compliance with the Rule as provided in this Section 4, and as such, Seller and/or Operator shall seek approval from ▇▇. ▇▇▇▇▇▇ before any expenditures are made, including preparation ancillary equipment or implementation costs, provided that the failure to seek any such approval will result in such costs being eliminated from the Final Estimate. All requests for Purchaser consent or approval specified in this Section shall be submitted to ▇▇. ▇▇▇▇▇▇. Seller and/or Existing Operator shall keep ▇▇. ▇▇▇▇▇▇ reasonably well informed regarding the progress of the work contemplated by this Section 4, structures and shall provide updates regarding repair any damage to the status of such work no less frequently than weekly. SellerPremises, Existing Operator and Purchaser shall work collaboratively the Building, or any other improvements to satisfy the requirements of this Section 4Property caused thereby.”