Common use of Capital Additions Financed by Tenant Clause in Contracts

Capital Additions Financed by Tenant. Provided that Tenant has obtained the prior written consent of Landlord in each instance (which approval shall not be unreasonably withheld or delayed), Tenant may arrange for financing for Capital Additions from third party lenders; provided however, that (i) the terms and conditions of any such financing shall be subject to the prior approval of Landlord and (ii) any security interests in any property of Tenant, including, without limitation, the Leased Property, shall be expressly and fully subordinated to this Lease and to the interest of Landlord in the Leased Property and to the rights of any Facility Mortgagee. If, pursuant to the provisions of this Lease, Tenant provides or arranges financing with respect to any Capital Addition, this Lease shall be and hereby is amended to provide as follows: (a) There shall be no adjustment in the Minimum Rent by reason of any such Capital Addition. (b) Upon the expiration or earlier termination of this Lease (but if this Lease is terminated by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom), Landlord shall compensate Tenant for all Capital Additions financed by Tenant in any of the following ways determined in Landlord's sole discretion: (i) By purchasing such Capital Additions from Tenant for cash in the amount of the then Fair Market Added Value of such Capital Additions; (ii) By purchasing such Capital Additions from Tenant by delivering to Tenant Landlord's purchase money promissory note in the amount of the Fair Market Added Value, which note shall be due and payable as to both principal and interest on the second anniversary of the making thereof, shall be on then commercially reasonable terms and shall be secured by a mortgage on the Leased Property and such Capital Additions subject to all existing mortgages and encumbrances on the Leased Property and such Capital Additions at the time of such purchase; (iii) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any re-letting or other disposition of the Leased Property and such Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such re-letting or other disposition of the Leased Property and such Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2(c) to remain in effect until the sale or other final disposition of the Leased Property and such Capital Additions, at which time the Fair Market Added Value of such Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Capital Additions, subject to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignment; or (iv) By making such other arrangement regarding such compensation as shall be mutually acceptable to Landlord and Tenant.

Capital Additions Financed by Tenant. Provided that Tenant has obtained the prior written consent of Landlord in each instance (which approval shall not be unreasonably withheld or delayed), Tenant may arrange for financing for Capital Additions from third party lenders; provided however, that (i) the terms and conditions of any such financing shall be subject to the prior approval of Landlord and (ii) any security interests in any property of Tenant, including, without limitation, the Leased Property, shall be expressly and fully subordinated to this Lease and to the interest of Landlord in the Leased Property and to the rights of any Facility Mortgagee. If, pursuant to the provisions of this Lease, If Tenant provides or arranges financing with respect to finance any Capital Addition, this Lease the following provisions shall be and hereby is amended to provide as followsapplicable: (a) There shall be no adjustment in the Minimum Base Rent by reason of any such Capital Addition. (b) Upon the expiration or earlier termination of this Lease (but if this Lease is terminated Lease, except by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom)the default by Tenant hereunder, Landlord shall compensate Tenant for all each Capital Additions Addition paid for or financed by Tenant in any one of the following ways ways, determined in the sole discretion of Landlord's sole discretion: (i) By purchasing such all Capital Additions paid for by Tenant from Tenant for cash in the amount of the then Fair Market Added Value of all such Capital Additions;Additions paid for or financed by Tenant; or (ii) By purchasing such all Capital Additions paid for by Tenant from Tenant by delivering to Tenant Landlord's purchase money promissory note in the amount of the Fair Market Added Value, which note shall be due and payable as to both principal and not later than eighteen (18) months after the date of expiration or other termination of this Lease, bearing interest on at the second anniversary test rate applicable under Section 1272 of the making thereofCode or any successor section thereto ("Test Rate") or, if no such Test Rate exists, at the Prime Rate, which interest shall be on then commercially reasonable terms payable monthly, and which note shall be secured by a mortgage on the Leased Property and such Capital Additions subject to all existing mortgages and encumbrances on the Leased Property and such Capital Additions at the time of such purchase; (iii) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any re-letting or other disposition of the Leased Property and such Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such re-letting or other disposition of the Leased Property and such Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2(c) to remain in effect until the sale or other final disposition of the Leased Property and such Capital Additions, at which time the Fair Market Added Value of such Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Capital AdditionsProperty, subject to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignmentpurchase; or (iviii) By making such Such other arrangement regarding such compensation as shall be mutually acceptable to Landlord and Tenant. (c) Landlord and Tenant agree that Tenant's construction lender for Capital Additions shall have the right to secure its loan by a mortgage upon Tenant's leasehold interest created hereunder and the Hospital Improvements provided such mortgage (i) shall be in an amount not to exceed the cost of the Capital Additions, (ii) shall be subordinate to this Lease and Landlord's rights herein, (iii) shall be subordinate to any mortgage or encumbrance now existing or hereinafter created, and (iv) shall be limited solely to Tenant's interest in the Leased Property and the Hospital Improvements.

Capital Additions Financed by Tenant. Provided that Tenant has obtained the prior written consent of Landlord in each instance (which approval shall not be unreasonably withheld or delayed), Tenant may arrange for financing for Capital Additions from third party lenders; provided howeverprovided, however that (i) the terms and conditions of any such financing shall be subject to the prior approval of Landlord and (ii) any security interests in any property of Tenant, including, without limitation, the Leased Property, shall be expressly and fully subordinated to this Lease and to the interest of Landlord in the Leased Property and to the rights of any Facility Mortgagee. If, pursuant to the provisions of this Lease, Tenant provides or arranges financing with respect to any Capital Addition, this Lease shall be and hereby is amended to provide as follows: (a) Upon completion of any such Capital Addition, Net Patient Revenues attributable to such Capital Addition shall be excluded from Net Patient Revenues of the Leased Property for purposes of calculating Percentage Rent. The Net Patient Revenues attributable to any such Capital Addition shall be deemed to be an amount (the "Added Value Percentage ") which bears the same proportion to the total Net Patient Revenues from the entire Leased Property (including all Capital Additions) as the Fair Market Added value of such Capital Addition bears to the Fair Market Value of the entire Leased Property (including all Capital Additions) immediately after completion of such Capital Addition. The Added Value Percentage for Capital Additions financed by Tenant shall remain in effect until any subsequent Capital Addition financed by Tenant is completed. (b) There shall be no adjustment in the Minimum Rent by reason of any such Capital Addition. (bc) Upon the expiration or earlier termination of this Lease (but if this Lease is terminated by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom), Landlord shall compensate Tenant for all Capital Additions financed by Tenant in any of the following ways determined in Landlord's sole discretion: (i) By purchasing such Capital Additions from Tenant for cash in the amount of the then Fair Market Added Value of such Capital Additions; (ii) By purchasing such Capital Additions from Tenant by delivering to Tenant Landlord's purchase money promissory note in the amount of the Fair Market Added Value, which note shall be due and payable as to both principal and interest on the second anniversary of the making thereof, shall be on then commercially reasonable terms and shall be secured by a mortgage on the Leased Property and such Capital Additions subject to all existing mortgages and encumbrances on the Leased Property and such Capital Additions at the time of such purchase; (iii) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any re-letting or other disposition of the Leased Property and such Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such re-letting or other disposition of the Leased Property and such Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2(c) to remain in effect until the sale or other final disposition of the Leased Property and such Capital Additions, at which time the Fair Market Added Value of such Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Capital Additions, subject to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignment; or (iv) By making such other arrangement regarding such compensation as shall be mutually acceptable to Landlord and Tenant.

Capital Additions Financed by Tenant. Provided that Tenant has obtained the prior written consent of Landlord in each instance (which approval shall not be unreasonably withheld or delayed), Tenant may arrange for financing for Capital Additions from third party lenders; provided howeverprovided, however that (i) the terms and conditions of any such financing shall be subject to the prior approval of Landlord and (ii) any security interests in any property of Tenant, including, without limitation, the Leased Property, shall be expressly and fully subordinated to this Lease and to the interest of Landlord in the Leased Property and to the rights of any Facility Mortgagee. If, pursuant to the provisions of this Lease, Tenant provides or arranges financing with respect to any Capital Addition, this Lease shall be and hereby is amended to provide as follows: (a) Upon completion of any such Capital Addition, Net Patient Revenues attributable to such Capital Addition shall be excluded from Net Patient Revenues of the Leased Property for purposes of calculating Percentage Rent. The Net Patient Revenues attributable to any such Capital Addition shall be deemed to be an amount (the "Added Value Percentage") which bears the same proportion to the total Net Patient Revenues from the entire Leased Property (including all Capital Additions) as the Fair Market Added Value of such Capital Addition bears to the Fair Market Value of the entire Leased Property (including all Capital Additions) immediately after completion of such Capital Addition. The Added Value Percentage for Capital Additions financed by Tenant shall remain in effect until any subsequent Capital Addition financed by Tenant is completed. (b) There shall be no adjustment in the Minimum Rent by reason of any such Capital Addition. (bc) Upon the expiration or earlier termination of this Lease (but if this Lease is terminated by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom), Landlord shall compensate Tenant for all Capital Additions financed by Tenant in any of the following ways determined in Landlord's sole discretion: (i) By purchasing such Capital Additions from Tenant for cash in the amount of the then Fair Market Added Value of such Capital Additions; (ii) By purchasing such Capital Additions from Tenant by delivering to Tenant Landlord's purchase money promissory note in the amount of the Fair Market Added Value, which note shall be due and payable as to both principal and interest on the second anniversary of the making thereof, shall be on then commercially reasonable terms and shall be secured by a mortgage on the Leased Property and such Capital Additions subject to all existing mortgages and encumbrances on the Leased Property and such Capital Additions at the time of such purchase; (iii) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any re-letting or other disposition of the Leased Property and such Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such re-letting or other disposition of the Leased Property and such Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2(c) to remain in effect until the sale or other final disposition of the Leased Property and such Capital Additions, at which time the Fair Market Added Value of such Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Capital Additions, subject to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignment; or (iv) By making such other arrangement regarding such compensation as shall be mutually acceptable to Landlord and Tenant.

Capital Additions Financed by Tenant. Provided that Tenant has obtained the prior written consent of Landlord in each instance (which approval shall not be unreasonably withheld or delayed), Tenant may arrange for financing for Capital Additions from third party lenders; provided however, that (i) the terms and conditions of any such financing shall be subject to the prior approval of Landlord and (ii) any security interests in any property of Tenant, including, without limitation, the Leased Property, shall be expressly and fully subordinated to this Lease and to the interest of Landlord in the Leased Property and to the rights of any Facility Mortgagee. If, pursuant to the provisions of this Lease, If Tenant provides or arranges financing with respect to finance any Capital Addition, this Lease the following provisions shall be and hereby is amended to provide as followsapplicable: (a) There shall be no adjustment in the Minimum Base Rent by reason of any such Capital Addition. (b) Upon the expiration or earlier termination of this Lease (but if this Lease is terminated Lease, except by reason of an Event of Default, only after Landlord is fully compensated for all damages resulting therefrom)the default by Tenant hereunder, Landlord shall compensate Tenant for all each Capital Additions Addition paid for or financed by Tenant in any one of the following ways ways, determined in the sole discretion of Landlord's sole discretion: (i) By purchasing such all Capital Additions paid for by Tenant from Tenant for cash in the amount of the then Fair Market Added Value of all such Capital Additions;Additions paid for or financed by Tenant; or (ii) By purchasing such all Capital Additions paid for by Tenant from Tenant by delivering to Tenant Landlord's purchase money promissory note in the amount of the Fair Market Added Value, which note shall be due and payable as to both principal and not later than eighteen (18) months after the date of expiration or other termination of this Lease, bearing interest on at the second anniversary test rate applicable under Section 1272 of the making thereofCode or any successor section thereto ("Test Rate") or, if no such Test Rate exists, at the Prime Rate, which interest shall be on then commercially reasonable terms payable monthly, and which note shall be secured by a mortgage on the Leased Property and such Capital Additions subject to all existing mortgages and encumbrances on the Leased Property and such Capital Additions at the time of such purchase; (iii) By assigning to Tenant the right to receive an amount equal to the Added Value Percentage (determined as of the date of the expiration or earlier termination of this Lease) of all rent and other consideration receivable by Landlord under any re-letting or other disposition of the Leased Property and such Capital Additions, after deducting from such rent all costs and expenses incurred by Landlord in connection with such re-letting or other disposition of the Leased Property and such Capital Additions and all costs and expenses of operating and maintaining the Leased Property and such Capital Additions during the term of any such new lease which are not borne by the tenant thereunder, with the provisions of this Section 6.2(c) to remain in effect until the sale or other final disposition of the Leased Property and such Capital Additions, at which time the Fair Market Added Value of such Capital Addition shall be immediately due and payable, such obligation to be secured by a mortgage on the Leased Property and such Capital AdditionsProperty, subject to all existing mortgages and encumbrances on the Leased Property at the time of such purchase and assignmentpurchase; or (iviii) By making such Such other arrangement regarding such compensation as shall be mutually acceptable to Landlord and Tenant. (c) Landlord and Tenant agree that Tenant's construction lender for Capital Additions shall have the right to secure its loan by a mortgage upon Tenant's leasehold interest created hereunder provided such mortgage (i) shall be in an amount not to exceed the cost of the Capital Additions, (ii) shall be subordinate to this Lease and Landlord's rights herein, (iii) shall be subordinate to any mortgage or encumbrance now existing or hereinafter created, and (iv) shall be limited solely to Tenant's interest in the Leased Property.