Common use of Discretionary Capital Improvements Clause in Contracts

Discretionary Capital Improvements. Manager, at Tenant’s expense, shall cause to be performed all ROI Capital Improvements approved by Tenant (in the Annual Budget or otherwise in writing in advance), and shall supervise such work and ensure that the performance of such work is undertaken in a manner reasonably calculated to avoid or minimize interference with the Operation of the Managed Facility. Except as provided in the applicable Annual Budget or proposed by Manager and approved by Tenant, Tenant shall notify Manager of any ROI Capital Improvements proposed to be undertaken by Tenant and Manager may, within thirty (30) days after receipt of such notice, object to the undertaking of such ROI Capital Improvements based on Manager’s reasonable determination that such ROI Capital Improvements will not be consistent with the Operating Standard (including, for the avoidance of doubt, that such ROI Capital Improvements would constitute a breach of the terms of the Lease) or will unreasonably interfere with the Operation of the Managed Facility, including that such ROI Capital Improvements would unreasonably interfere with the Managed Facility’s operating performance and the ability of Manager to Operate the Managed Facility in accordance with the Operating Standard (including the requirements of the Lease). Within fifteen (15) days after receipt of any notice from Manager alleging an objection with respect to any ROI Capital Improvement proposed by Tenant, Tenant shall respond in detail to such allegation and, if the matter is not resolved by Tenant and Manager within thirty (30) days after Tenant’s response, the determination of whether such capital improvement does not, or when constructed will not, be consistent with the Operating Standard (including the requirements of the Lease) or will unreasonably interfere with the Operation of the Managed Facility shall be submitted to the Expert for Expert Resolution in accordance with Article XVIII. If the Expert determines that such capital improvement does not, or when constructed will not, comply with the Operating Standard (including the requirements of the Lease) or will unreasonably interfere with the Operation of the Managed Facility, Tenant shall promptly take such actions as the Expert shall require to bring such capital improvement into compliance with the Operating Standard (including the requirements of the Lease) or to cause such capital improvement to not unreasonably interfere with the Operation of the Managed Facility. For the avoidance of doubt and without limiting Section 2.5 in any manner, the Parties acknowledge that any determination made by an Expert under this Agreement shall be subject to Section 18.2.3 and, without limitation, to the extent Landlord believes any non-compliance with the Lease exists, the provisions, terms and conditions of the Lease shall govern with respect thereto.

Discretionary Capital Improvements. Manager, at TenantOwner’s expense, shall cause to be performed all ROI Capital Improvements approved by Tenant Owner (in the Annual Budget or otherwise in writing in advance), and shall supervise such work and ensure that the performance of such work is undertaken in a manner reasonably calculated to avoid or minimize interference with the Operation of the Managed FacilityFacilities. Except as provided in the applicable Annual Budget or proposed by Manager and approved by TenantOwner, Tenant Owner shall notify Manager of any ROI Capital Improvements proposed to be undertaken by Tenant Owner and Manager may, within thirty (30) days after receipt of such notice, object to the undertaking of such ROI Capital Improvements based on Manager’s reasonable determination that such ROI Capital Improvements will not be consistent with the Operating Standard (including, for the avoidance of doubt, that such ROI Capital Improvements would constitute a breach of the terms of the Lease) or will unreasonably interfere with the Operation of the Managed FacilityFacilities, including that such ROI Capital Improvements would unreasonably interfere with the Managed Facility’s Facilities’ operating performance and the ability of Manager to Operate the Managed Facility Facilities in accordance with the Operating Standard (including the requirements of the Lease)Standard. Within fifteen (15) days after receipt of any notice from Manager alleging an objection a deficiency with respect to any ROI Capital Improvement proposed by TenantOwner, Tenant Owner shall respond in detail to such allegation and, if the matter is not resolved by Tenant and Manager the Parties within thirty (30) days after TenantOwner’s response, the determination of whether such capital improvement does not, or when constructed will not, be consistent with the Operating Standard (including the requirements of the Lease) or will unreasonably interfere with the Operation of the Managed Facility Facilities shall be submitted to the Expert for Expert Resolution in accordance with Article XVIIIXVII. If the Expert determines that such capital improvement does not, or when constructed will not, comply with the Operating Standard (including the requirements of the Lease) or will unreasonably interfere with the Operation of the Managed FacilityFacilities, Tenant Owner shall promptly take such actions as the Expert shall require to bring such capital improvement into compliance with the Operating Standard (including the requirements of the Lease) or to cause such capital improvement to not unreasonably interfere with the Operation of the Managed Facility. For the avoidance of doubt and without limiting Section 2.5 in any manner, the Parties acknowledge that any determination made by an Expert under this Agreement shall be subject to Section 18.2.3 and, without limitation, to the extent Landlord believes any non-compliance with the Lease exists, the provisions, terms and conditions of the Lease shall govern with respect theretoFacilities.

Discretionary Capital Improvements. Manager, at TenantOwner’s expense, shall cause to be performed all ROI Capital Improvements approved by Tenant Owner (in the Annual Budget or otherwise in writing in advanceotherwise), unless Manager notifies Owner that Manager will not perform or supervise such work, and in either such case Owner shall perform or supervise such work and ensure that the performance of such work is undertaken in a manner reasonably calculated to avoid or minimize interference with the Operation of the Managed FacilityFacilities or inconvenience to Managed Facilities guests. Except as provided in the applicable Annual Budget or proposed by Manager and approved by TenantOwner, Tenant Owner shall notify Manager of any ROI Capital Improvements proposed to be undertaken by Tenant Owner and Manager may, within thirty (30) days after receipt of such notice, object to the undertaking of such ROI Capital Improvements based on Manager’s reasonable determination that such ROI Capital Improvements will not be consistent with the Operating Standard (including, for the avoidance of doubt, that such ROI Capital Improvements would constitute a breach of the terms of the Lease) or will unreasonably interfere with the Operation of the Managed FacilityFacilities, including that such ROI Capital Improvements would unreasonably interfere with the Managed Facility’s Facilities’ operating performance and the ability of Manager to Operate the Managed Facility Facilities in accordance with the Operating Standard (including the requirements of the Lease)Standard. Within fifteen (15) days after receipt of any notice from Manager alleging an objection a deficiency with respect to any ROI Capital Improvement proposed by TenantOwner, Tenant Owner shall respond in detail to such allegation and, if the matter is not resolved by Tenant and Manager the Parties within thirty (30) days after TenantOwner’s response, the determination of whether such capital improvement does not, or when constructed will not, be consistent with the Operating Standard (including the requirements of the Lease) or will unreasonably interfere with the Operation of the Managed Facility Facilities shall be submitted to the Expert for Expert Resolution in accordance with Article XVIIIXVII. If the Expert determines that such capital improvement does not, or when constructed will not, comply with the Operating Standard (including the requirements of the Lease) or will unreasonably interfere with the Operation of the Managed FacilityFacilities, Tenant Owner shall promptly take such actions as the Expert shall require to bring such capital improvement into compliance with the Operating Standard (including the requirements of the Lease) or to cause such capital improvement to not unreasonably interfere with the Operation of the Managed Facility. For the avoidance of doubt and without limiting Section 2.5 in any manner, the Parties acknowledge that any determination made by an Expert under this Agreement shall be subject to Section 18.2.3 and, without limitation, to the extent Landlord believes any non-compliance with the Lease exists, the provisions, terms and conditions of the Lease shall govern with respect theretoFacilities.

Discretionary Capital Improvements. Manager, at Tenant’s expense, shall cause to be performed all ROI Capital Improvements approved by Tenant (in the Annual Budget or otherwise in writing in advance), and shall supervise such work and ensure that the performance of such work is undertaken in a manner reasonably calculated to avoid or minimize interference with the Operation of the Managed FacilityFacilities. Except as provided in the applicable Annual Budget or proposed by Manager and approved by Tenant, Tenant shall notify Manager of any ROI Capital Improvements proposed to be undertaken by Tenant and Manager may, within thirty (30) days after receipt of such notice, object to the undertaking of such ROI Capital Improvements based on Manager’s reasonable determination that such ROI Capital Improvements will not be consistent with the Operating Standard (including, for the avoidance of doubt, that such ROI Capital Improvements would constitute a breach of the terms of the Master Lease) or will unreasonably interfere with the Operation of the Managed FacilityFacilities, including that such ROI Capital Improvements would unreasonably interfere with the Managed Facility’s Facilities’ operating performance and the ability of Manager to Operate the Managed Facility Facilities in accordance with the Operating Standard (including the requirements of the Master Lease). Within fifteen (15) days after receipt of any notice from Manager alleging an objection with respect to any ROI Capital Improvement proposed by Tenant, Tenant shall respond in detail to such allegation and, if the matter is not resolved by Tenant and Manager within thirty (30) days after Tenant’s response, the determination of whether such capital improvement does not, or when constructed will not, be consistent with the Operating Standard (including the requirements of the Master Lease) or will unreasonably interfere with the Operation of the Managed Facility Facilities shall be submitted to the Expert for Expert Resolution in accordance with Article XVIII. If the Expert determines that such capital improvement does not, or when constructed will not, comply with the Operating Standard (including the requirements of the Master Lease) or will unreasonably interfere with the Operation of the Managed FacilityFacilities, Tenant shall promptly take such actions as the Expert shall require to bring such capital improvement into compliance with the Operating Standard (including the requirements of the Master Lease) or to cause such capital improvement to not unreasonably interfere with the Operation of the Managed FacilityFacilities. For the avoidance of doubt and without limiting Section 2.5 in any manner, the Parties acknowledge that any determination made by an Expert under this Agreement shall be subject to Section 18.2.3 and, without limitation, to the extent Landlord believes any non-compliance with the Master Lease exists, the provisions, terms and conditions of the Master Lease shall govern with respect thereto.