Common use of Required Capital Improvements Clause in Contracts

Required Capital Improvements. Notwithstanding anything to the contrary set forth in this Lease, in the event that a Governmental Authority requires that a capital improvement or alteration to the Property is necessary in order for the Property to comply with Applicable Laws (a “Required Improvement”) and Tenant is otherwise obligated to perform such Required Improvement under this Lease, Tenant shall perform such Required Improvement at its sole cost and expense unless (i) the order issued by the Governmental Authority relating to the Required Improvement occurs in the last sixth (6) months of the Base Term or, if the Renewal Option has been properly exercised, the Renewal Term, and (ii) the cost of the Required Improvement exceeds Three Hundred Thousand Dollars ($300,000), in which case Tenant shall be entitled to terminate this Lease within thirty (30) days of Tenant’s receipt of knowledge of such order upon not less than sixty (60) days’ prior written notice to Landlord of such termination; provided, however, if Landlord elects to make such improvements at Landlord’s cost or if the Required Improvement is a result of or caused by Tenant’s (or Tenant’s subtenant’s) act, omission, activity, requirement or use of the Property, then Tenant shall have no right to terminate this Lease and shall otherwise be required to either (i) perform or construct such Required Improvement at its sole cost and expense (unless Tenant has no right to terminate this Lease due to Landlord’s election to pay for such Required Improvement) or (ii) discontinue the use which resulted in the Required Improvement provided such discontinuance of use shall result in the Governmental Authority no longer requiring the construction of the Required Improvement or (iii) contract for construction of such Required Improvement in cooperation with Landlord if Landlord elects to pay for such Required Improvement.

Required Capital Improvements. Notwithstanding anything Prior to the contrary Closing Date, the Property has been inspected by an engineering consultant acceptable to Administrative Agent and for the benefit of Administrative Agent. Administrative Agent makes no representation or warranty as to the accuracy or completeness of the inspection. Attached hereto as Exhibit 5.19 is a list of items (the “Required Capital Improvements”) identified in the Property Condition Report prepared by the engineering consultant as requiring replacement or improvement as part of an ongoing capital replacement and improvement program. Borrower shall commence all Required Capital Improvements prior to the applicable “Outside Commencement Date” set forth on Exhibit 5.19 attached hereto and, without limiting the obligations of Borrower pursuant to Section 5.10, shall perform the work for the Required Capital Improvements diligently and continuously, and shall complete all Required Capital Improvements in this Leasea good and workmanlike manner, in the event that a Governmental Authority requires that a capital improvement or alteration to the Property is necessary in order for the Property to comply accordance with Applicable Laws (and in a “Required Improvement”) and Tenant is otherwise obligated manner reasonably acceptable to perform Administrative Agent as soon as commercially reasonable after commencing to make each such Required Improvement under this Lease, Tenant shall perform such Required Improvement at its sole cost and expense unless Capital Improvements. (i) On the order issued by the Governmental Authority relating to Closing Date, Borrower shall deposit into the Required Improvement occurs in the last sixth Capital Improvements Reserve Account [_________] Dollars (6) months of the Base Term or$[_______]), if the Renewal Option has been properly exercised, the Renewal Term, and (ii) to be held for application to pay the cost of the Required Improvement exceeds Three Hundred Thousand Capital Improvements as provided herein (or during the continuance of an Event of Default, as Administrative Agent may elect in its sole discretion). So long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall, to the extent funds deposited pursuant to this Section 5.19(b)(i) are available in the Required Capital Improvements Reserve Account, disburse to Borrower the amount paid or incurred by Borrower in performing the Required Capital Improvements as required in Section 5.19(a) upon satisfaction of the applicable requirements set forth in Section [5.24]. (ii) [On or before the last Business Day of each month, Borrower shall deposit in the Required Capital Improvements Reserve Account an amount equal to one-twelfth (1/12) of the product of the square footage of the Property multiplied by $[_________] Dollars ($300,000[_______]) Dollars (the “Required Capital Improvements Reserve Monthly Deposit”)]. Amounts deposited in the Required Capital Improvements Reserve Account pursuant to this Section 5.19(b) shall hereinafter be referred to as “Required Capital Improvements Reserve Funds.” So long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall, to the extent funds deposited pursuant to this Section 5.19(b)(ii) are available in which case Tenant the Required Capital Improvements Reserve Account, disburse to Borrower the amount paid or incurred by Borrower in performing the maintenance as required pursuant to Section 5.10 upon satisfaction of the applicable requirements set forth in Section [____].] Borrower hereby grants to Administrative Agent an irrevocable power-of-attorney, coupled with an interest, to perform upon the occurrence and during the continuance of an Event of Default any of the Required Capital Improvements or maintenance as required above and to apply the amounts on deposit in the Required Capital Improvements Reserve Account to the costs associated therewith, all as Administrative Agent may determine in its sole discretion but without obligation to do so. Upon the completion of the Required Capital Improvements as required above and provided Borrower shall be entitled have delivered to terminate this Lease within thirty (30) days of Tenant’s receipt of knowledge Administrative Agent reasonable evidence of such order upon not less than sixty (60) days’ prior written notice to Landlord completion together with reasonable evidence that all costs thereof have been paid and no Default or Event of such termination; providedDefault shall have occurred and be continuing, however, if Landlord elects to make such improvements at Landlord’s cost or if the balance remaining in the Required Improvement is a result of or caused by Tenant’s (or Tenant’s subtenant’s) act, omission, activity, requirement or use of the Property, then Tenant Capital Improvements Reserve Account shall have no right to terminate this Lease and shall otherwise [either] be required to either [(i) perform or construct such Required Improvement at if no Cash Flow Sweep Event is then in effect,] disbursed to Borrower in accordance with its sole cost and expense (unless Tenant has no right written instructions delivered to terminate this Lease due to Landlord’s election to pay for such Required Improvement) Administrative Agent [or (ii) discontinue if a Cash Flow Sweep Event is then in effect, deposited into the use which resulted in the Required Improvement provided such discontinuance of use shall result in the Governmental Authority no longer requiring the construction of the Required Improvement or (iii) contract for construction of such Required Improvement in cooperation with Landlord if Landlord elects to pay for such Required Improvement.Master Disbursement Sweep Account.]31

Required Capital Improvements. Notwithstanding anything As a further inducement to the contrary set forth in Tenant to enter into this Lease, Landlord has agreed to cause the following Base Building improvements to be installed at Landlord's sole cost, which cost shall not be included in High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses except to the extent specifically set forth below. (a) Prior to the end of the first Lease Year, Landlord shall replace the following equipment that has reached the end of its useful life: one (1) British Thermal Unit (BTU) meter monitoring the penthouse chilled water system and one (1) EMON-DEMON electrical meter monitoring the electrical usage on the second floor, with current technology to provide accurate monitoring of equipment. (b) Prior to the end of the third Lease Year, Landlord shall replace the elevator controls that are original to the Building. (c) Prior to the end of the fifth Lease Year, Landlord shall replace the chillers and cooling tower that are original equipment to the Building. (d) Prior to the end of the fifth Lease Year, Landlord shall replace all two lamp fluorescent light fixtures in the event Premises with energy efficient three lamp fixtures. The first floors to receive this upgrade shall be floors two through five. Light fixtures shall become Building standard and Landlord will not charge Tenant for replacement of lamps or ballasts. During and after the replacement period, all existing ceiling lights and ballasts, without exception, will be considered Building standard and Landlord will not charge Tenant for replacement of any lamp or ballast, except lights in work stations or desk lamps. (e) Tenant may request that Landlord replace the roof not less than five (5) Years after the Commencement Date if warranted by the age and condition of the current roof, as determined by a Governmental Authority requires professional inspection by a contractor of Tenant's choice. (f) Landlord shall confirm that a capital improvement or alteration the Landlord Upgrades defined as such in Exhibit A of the Third Amendment to the Property is necessary in order for High-Rise Lease have been completed as required therein, and if such Landlord Upgrades have not been completed, Landlord shall cause such to be completed prior to the Property end of the first Lease Year. The Base Building Upgrades outlined above shall not be passed through to comply with Applicable Laws (a “Required Improvement”) Tenant as part of High-Rise Operating Expenses, Low-Rise Operating Expenses and Tenant is otherwise obligated Revised Operating Expenses, pursuant to perform such Required Improvement under either the Prior Leases or this Lease, Tenant shall perform such Required Improvement at its sole cost and expense unless (i) the order issued by the Governmental Authority relating except to the Required Improvement occurs extent such Base Building Upgrades result in the last sixth (6) months a reduction of the Base Term orHigh-Rise Operating Expenses, if the Renewal Option has been properly exercised, the Renewal Term, Low-Rise Operating Expenses and (ii) the cost of the Required Improvement exceeds Three Hundred Thousand Dollars ($300,000)Revised Operating Expenses, in which case case, Tenant shall be entitled to terminate this Lease within thirty (30) days pay the annual straight line amortization of Tenant’s receipt of knowledge the portion of such order upon not less than sixty (60) days’ prior written notice to Landlord of such termination; providedcosts which results in High-Rise Operating Expenses, however, if Landlord elects to make such improvements Low-Rise Operating Expenses and Revised Operating Expenses savings over the useful life thereof with interest at Landlord’s cost or if the Required Improvement is a result of or caused by Tenant’s (or Tenant’s subtenant’s) act, omission, activity, requirement or use of the Property, then Tenant shall have no right to terminate this Lease and shall otherwise be required to either (i) perform or construct such Required Improvement at its sole cost and expense (unless Tenant has no right to terminate this Lease due to Landlord’s election to pay for such Required Improvement) or (ii) discontinue the use which resulted in the Required Improvement provided such discontinuance of use shall result in the Governmental Authority no longer requiring the construction of the Required Improvement or (iii) contract for construction of such Required Improvement in cooperation with Landlord if Landlord elects to pay for such Required ImprovementContract Rate.

Required Capital Improvements. Notwithstanding anything As a further inducement to the contrary set forth in Tenant to enter into this Lease, Landlord has agreed to cause the following Base Building improvements to be installed at Landlord’s sole cost, which cost shall not be included in High-Rise Operating Expenses, Low-Rise Operating Expenses or Revised Operating Expenses except to the extent specifically set forth below. (a) Prior to the end of the first Lease Year, Landlord shall replace the following equipment that has reached the end of its useful life: one (1) British Thermal Unit (BTU) meter monitoring the penthouse chilled water system and one (1) EMON-DEMON electrical meter monitoring the electrical usage on the second floor, with current technology to provide accurate monitoring of equipment. (b) Prior to the end of the third Lease Year, Landlord shall replace the elevator controls that are original to the Building. (c) Prior to the end of the fifth Lease Year, Landlord shall replace the chillers and cooling tower that are original equipment to the Building. (d) Prior to the end of the fifth Lease Year, Landlord shall replace all two lamp fluorescent light fixtures in the event Premises with energy efficient three lamp fixtures. The first floors to receive this upgrade shall be floors two through five. Light fixtures shall become Building standard and Landlord will not charge Tenant for replacement of lamps or ballasts. During and after the replacement period, all existing ceiling lights and ballasts, without exception, will be considered Building standard and Landlord will not charge Tenant for replacement of any lamp or ballast, except lights in work stations or desk lamps. (e) Tenant may request that Landlord replace the roof not less than five (5) Years after the Commencement Date if warranted by the age and condition of the current roof, as determined by a Governmental Authority requires professional inspection by a contractor of Tenant’s choice. (f) Landlord shall confirm that a capital improvement or alteration the Landlord Upgrades defined as such in Exhibit A of the Third Amendment to the Property is necessary in order for High-Rise Lease have been completed as required therein, and if such Landlord Upgrades have not been completed, Landlord shall cause such to be completed prior to the Property end of the first Lease Year. The Base Building Upgrades outlined above shall not be passed through to comply with Applicable Laws (a “Required Improvement”) Tenant as part of High-Rise Operating Expenses, Low-Rise Operating Expenses and Tenant is otherwise obligated Revised Operating Expenses, pursuant to perform such Required Improvement under either the Prior Leases or this Lease, Tenant shall perform such Required Improvement at its sole cost and expense unless (i) the order issued by the Governmental Authority relating except to the Required Improvement occurs extent such Base Building Upgrades result in the last sixth (6) months a reduction of the Base Term orHigh-Rise Operating Expenses, if the Renewal Option has been properly exercised, the Renewal Term, Low-Rise Operating Expenses and (ii) the cost of the Required Improvement exceeds Three Hundred Thousand Dollars ($300,000)Revised Operating Expenses, in which case case, Tenant shall be entitled to terminate this Lease within thirty (30) days pay the annual straight line amortization of Tenant’s receipt of knowledge the portion of such order upon not less than sixty (60) days’ prior written notice to Landlord of such termination; providedcosts which results in High-Rise Operating Expenses, however, if Landlord elects to make such improvements Low-Rise Operating Expenses and Revised Operating Expenses savings over the useful life thereof with interest at Landlord’s cost or if the Required Improvement is a result of or caused by Tenant’s (or Tenant’s subtenant’s) act, omission, activity, requirement or use of the Property, then Tenant shall have no right to terminate this Lease and shall otherwise be required to either (i) perform or construct such Required Improvement at its sole cost and expense (unless Tenant has no right to terminate this Lease due to Landlord’s election to pay for such Required Improvement) or (ii) discontinue the use which resulted in the Required Improvement provided such discontinuance of use shall result in the Governmental Authority no longer requiring the construction of the Required Improvement or (iii) contract for construction of such Required Improvement in cooperation with Landlord if Landlord elects to pay for such Required ImprovementContract Rate.

Required Capital Improvements. Notwithstanding anything As a condition of granting this Lease to Tenant, commencing with the contrary set forth in this Lease, in the event that a Governmental Authority requires that a capital improvement or alteration to the Property is necessary in order for the Property to comply with Applicable Laws (a “Required Improvement”) and Tenant is otherwise obligated to perform such Required Improvement under date of full execution of this Lease, Tenant agrees to act with all commercially reasonable speed to obtain all permits and other necessary approvals and to commence construction for the Capital Improvements, in accordance with the description and schedule set forth in Exhibit D-2 (the “Required Capital Improvements”). Tenant shall perform such Required Improvement at its sole cost and expense unless (i) the order issued by the Governmental Authority relating to complete the Required Improvement occurs in Capital Improvements on or before the last sixth fifth (65th) months anniversary date of the Base Term orEffective Date of this Lease (the “Completion Date”); provided however, if so long as Tenant is not in default under this Lease and is diligently pursuing the Renewal Option has been properly exercised, the Renewal Term, and (ii) the cost completion of the Required Improvement exceeds Three Hundred Thousand Dollars ($300,000)Capital Improvements, in which case Tenant shall be entitled have the right to terminate this Lease within extend the Completion Date for up to three (3) periods of twelve (12) months each (“Tenant’s Extension Rights”). In the event Tenant desires to exercise a Tenant’s Extension Right, Tenant shall notify Landlord of such exercise at least thirty (30) days of Tenant’s receipt of knowledge of such order upon prior to the Completion Date, as it may have previously been extended. The Required Capital Improvements are hereby designated and approved as Qualified Non-Elective Capital Improvements by the County except that the same shall not less than sixty (60be subject to Rent credit under Article 9(C) days’ prior written notice to Landlord of such terminationabove; provided, however, if Landlord elects the Required Capital Improvements are eligible for the reimbursement set forth in Section 9.D above the same as Non-Elective Capital Improvements. The parties agree that Tenant shall not be obligated to make such spend more than the $1,200,000.00 Escrow Funds, as described in that certain Escrow Agreement by and between the County and Grace Episcopal Church of even date herewith, and that certain Assignment Agreement by and between Grace Episcopal Church and Tenant of even date herewith under which agreement Grace Episcopal Church assigned to Tenant all of its rights and obligations under the Escrow Agreement, with respect to completing the Required Capital Improvements, even though the aggregate costs of the Required Capital Improvements may exceed the $1,200,000.00 Escrow Funds. At any time after the completion of the Required Capital Improvements and prior to the Completion Date, Seller may use any remaining Escrow Funds under the Escrow Agreement described above to pay for the costs of additional capital improvements at Landlord’s cost or if the Required Improvement is a result of or caused by Tenant’s (or Tenant’s subtenant’s) act, omission, activity, requirement or use of the Property, then Tenant shall have no right subject to terminate the County’s approval and the terms and conditions of this Lease and shall otherwise Lease, such approval not to be required to either (i) perform unreasonably withheld, conditioned or construct such Required Improvement at its sole cost and expense (unless Tenant has no right to terminate this Lease due to Landlord’s election to pay for such Required Improvement) or (ii) discontinue the use which resulted in the Required Improvement provided such discontinuance of use shall result in the Governmental Authority no longer requiring the construction of the Required Improvement or (iii) contract for construction of such Required Improvement in cooperation with Landlord if Landlord elects to pay for such Required Improvementdelayed.

Required Capital Improvements. Notwithstanding anything Prior to the contrary Closing Date, the Property has been inspected by an engineering consultant acceptable to Xxxxxx and for the benefit of Xxxxxx. Lender makes no representation or warranty as to the accuracy or completeness of the inspection. Attached hereto as Exhibit 5.19 is a list of items (the “Required Capital Improvements”) identified in the Property Condition Report prepared by the engineering consultant as requiring replacement or improvement as part of an ongoing capital replacement and improvement program. Borrower shall commence all Required Capital Improvements prior to the applicable “Outside Commencement Date” set forth on Exhibit 5.19 attached hereto and, without limiting the obligations of Borrower pursuant to Section 5.10, shall perform the work for the Required Capital Improvements diligently and continuously, and shall complete all Required Capital Improvements in this Leasea good and workmanlike manner, in the event that a Governmental Authority requires that a capital improvement or alteration to the Property is necessary in order for the Property to comply accordance with Applicable Laws (and in a “Required Improvement”) and Tenant is otherwise obligated manner reasonably acceptable to perform Lender as soon as commercially reasonable after commencing to make each such Required Improvement under this Lease, Tenant shall perform such Required Improvement at its sole cost and expense unless Capital Improvements. (i) On the order issued by the Governmental Authority relating to Closing Date, Borrower shall deposit into the Required Improvement occurs in the last sixth Capital Improvements Reserve Account [_________] Dollars (6) months of the Base Term or$[_______]), if the Renewal Option has been properly exercised, the Renewal Term, and (ii) to be held for application to pay the cost of the Required Improvement exceeds Three Hundred Thousand Capital Improvements as provided herein (or during the continuance of an Event of Default, as Lender may elect in its sole discretion). So long as no Default or Event of Default shall have occurred and be continuing, Lender shall, to the extent funds deposited pursuant to this Section 5.19(b)(i) are available in the Required Capital Improvements Reserve Account, disburse to Borrower the amount paid or incurred by Borrower in performing the Required Capital Improvements as required in Section 5.19(a) upon satisfaction of the applicable requirements set forth in Section [5.24]. (ii) [On or before the last Business Day of each month, Borrower shall deposit in the Required Capital Improvements Reserve Account an amount equal to one-twelfth (1/12) of the product of the square footage of the Property multiplied by $[_________] Dollars ($300,000[_______]) Dollars (the “Required Capital Improvements Reserve Monthly Deposit”)]. Amounts deposited in the Required Capital Improvements Reserve Account pursuant to this Section 5.19(b) shall hereinafter be referred to as “Required Capital Improvements Reserve Funds.” So long as no Default or Event of Default shall have occurred and be continuing, Lender shall, to the extent funds deposited pursuant to this Section 5.19(b)(ii) are available in which case Tenant the Required Capital Improvements Reserve Account, disburse to Borrower the amount paid or incurred by Borrower in performing the maintenance as required pursuant to Section 5.10 upon satisfaction of the applicable requirements set forth in Section [____].] Borrower hereby grants to Lender an irrevocable power-of-attorney, coupled with an interest, to perform upon the occurrence and during the continuance of an Event of Default any of the Required Capital Improvements or maintenance as required above and to apply the amounts on deposit in the Required Capital Improvements Reserve Account to the costs associated therewith, all as Lender may determine in its sole discretion but without obligation to do so. Upon the completion of the Required Capital Improvements as required above and provided Borrower shall be entitled have delivered to terminate this Lease within thirty (30) days of Tenant’s receipt of knowledge Lender reasonable evidence of such order upon not less than sixty (60) days’ prior written notice to Landlord completion together with reasonable evidence that all costs thereof have been paid and no Default or Event of such termination; providedDefault shall have occurred and be continuing, however, if Landlord elects to make such improvements at Landlord’s cost or if the balance remaining in the Required Improvement is a result of or caused by Tenant’s (or Tenant’s subtenant’s) act, omission, activity, requirement or use of the Property, then Tenant Capital Improvements Reserve Account shall have no right to terminate this Lease and shall otherwise [either] be required to either [(i) perform or construct such Required Improvement at if no Cash Flow Sweep Event is then in effect,] disbursed to Borrower in accordance with its sole cost and expense (unless Tenant has no right written instructions delivered to terminate this Lease due to Landlord’s election to pay for such Required Improvement) Lender [or (ii) discontinue if a Cash Flow Sweep Event is then in effect, deposited into the use which resulted in the Required Improvement provided such discontinuance of use shall result in the Governmental Authority no longer requiring the construction of the Required Improvement or (iii) contract for construction of such Required Improvement in cooperation with Landlord if Landlord elects to pay for such Required Improvement.Master Disbursement Sweep Account.]28