“Final Capital Expenditures Amount” shall mean the Capital Expenditures Amount, if any, as set forth in the Final Closing Statement as prepared and finalized in accordance with [Sections 1.5 and 1.6].

Capital Leases incurred to make Capital Expenditures permitted pursuant to [Section 6.14];

Appendix #: Forecasted Capital Expenditures Amount1

Make any material capital expenditures;

where requested to do so, identifying, evaluating and recommending to the NEP Group maintenance capital expenditures, expansion capital expenditures, acquisitions or dispositions from time to time and assisting in negotiating the terms thereof;

“Capital Expenditures” means for any period the sum of all capital expenditures incurred during such period by the Borrower and its Consolidated Subsidiaries, as determined in accordance with GAAP; provided that in no event shall a Portfolio Investment be considered a Capital Expenditure.

“Closing Payment Amount” shall mean the Base Purchase Price plus (a) the amount of the Estimated Closing Cash plus (b) the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital minus (c) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital minus (d) the amount of the Estimated Closing Indebtedness plus (e) the amount, if any, by which the Estimated Capital Expenditures Amount exceeds the Forecasted Capital Expenditures Amount minus (f) the amount, if any, by which the Estimated Capital Expenditures Amount is less than the Forecasted Capital Expenditures Amount minus (g) the amount of the Estimated Transaction Expenses (the amounts described in [(a) through (g)] the “Closing Payment Adjustment” ).

“Non-Financed Capital Expenditures” means, for the prior twelve-month period, all Capital Expenditures other than those made utilizing financing provided by the applicable seller or third party lenders or fundings under the Facility.

“Free Cash Flow” means cash from continuing operations less capital expenditures.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).