Common use of Excess Land Clause in Contracts

Excess Land. Landlord and Tenant acknowledge and agree that Landlord is acquiring more land than is necessary for the development and construction of the Building covered by this Lease. The excess land consists of approximately 136,561 square feet and is outlined in yellow on attached EXHIBIT A (Excess Land). Landlord and Tenant agree, as follows, with respect to the Excess Land: A. Landlord will refrain from proceeding with development of the Excess Land for a period of four (4) years, from and after the Commencement Date of this Lease (the "Holding Period"). Tenant shall have the right to shorten the Holding Period by written notice to Landlord given not less than one (1) year prior to the earlier termination of the Holding Period. B. In consideration thereof, Tenant will reimburse Landlord for all real estate taxes, assessments and insurance costs attributable to the Excess Land from the Commencement Date of this Lease until the earlier of the expiration of the said Holding Period or the date that development of the Excess Land is completed. These costs will be reimbursed by Tenant to Landlord, monthly, as a part of the operating expenses that Tenant pays Landlord pursuant to Section 2.2 hereof. C. Tenant will also reimburse Landlord for the costs of carrying the Excess Land for the remainder of the Holding Period after the first year thereof. For the purposes of this provision, carrying costs shall mean interest on the costs incurred by Landlord to acquire the Excess Land from and after the date incurred. Interest shall be at a rate equal to the rate on Four Year Treasury Securities, in effect on the Commencement Date of this Lease, plus two percent (2%). Tenant shall reimburse Landlord for carrying costs, as aforesaid, in cash, upon expiration of said Holding Period, unless, prior to that time, Landlord and Tenant have entered into a binding lease agreement for Tenant s occupancy of a building to be constructed on the Excess Land, in which case, Tenant's obligation to reimburse Landlord shall be deemed waived and of no force and effect. D. Tenant may, at its option and upon written notice given not less than one hundred twenty (120) days prior to expiration of the said Holding Period, extend said Holding Period, for an additional two (2) years. Tenant may exercise said option only by providing written notice as aforesaid and by paying to Landlord the full reimbursement due to Landlord pursuant to Subsections B and C above. In the event Tenant exercises this option to extend, the same terms and conditions as outlined above shall apply, except that Tenant shall be obligated to reimburse Landlord for carrying costs for both years of the extended period. E. The rights herein conferred are personal to Tenant and may not be sold or assigned without Landlord's prior written consent. F. In the event that Tenant defaults in the performance of its obligations under this Lease and such default is not cured within the applicable cure period, then Tenant's rights hereunder shall be deemed null and void and of no force and effect, but Tenant's obligation to reimburse Landlord for carrying costs shall remain in force and effect until the earlier of the expiration of the hold period or Landlord's commencement of site development.

Excess Land. Landlord DOC acknowledges that the Property includes certain parcels of excess vacant land located adjacent to the parcel on which the Hospital and Tenant acknowledge MOB are situated, as more particularly described on Exhibit A attached hereto and agree that Landlord is acquiring more land than is necessary for incorporated herein by this reference (the development and construction “Excess Land”). In connection with DOC’s purchase of the Building covered Property, DOC shall cause and direct Seller to convey the Excess Land directly to FREP El Paso, LLC, a Texas limited liability company (“FREP”), on the terms and conditions set forth in this Section 4. FSHA shall be responsible for all costs, fees and expenses that may be incurred by this Lease. The excess land consists DOC in connection with the conveyance of approximately 136,561 square feet and is outlined in yellow on attached EXHIBIT A (Excess Land). Landlord and Tenant agree, as follows, with respect to the Excess Land:, including, but not limited to, title insurance premiums, transfer fees and taxes, and recording fees. Such costs, fees and expenses shall be paid by DOC as part of the Transaction Costs. A. Landlord will refrain from proceeding with development (a) FREP shall accept and take conveyance of the Excess Land for a period of four (4) years, from and after the Commencement Date of this Lease (the "Holding Period"). Tenant shall have the right to shorten the Holding Period by written notice to Landlord given not less than one (1) year prior to the earlier termination of the Holding Period. B. In consideration thereof, Tenant will reimburse Landlord for all real estate taxes, assessments and insurance costs attributable to the Excess Land from the Commencement Date of this Lease until the earlier of the expiration of the said Holding Period or the date that development of the Excess Land is completed. These costs will be reimbursed by Tenant to Landlord, monthly, as a part of the operating expenses that Tenant pays Landlord pursuant to Section 2.2 hereof. C. Tenant will also reimburse Landlord for the costs of carrying the Excess Land for the remainder of the Holding Period after the first year thereof. For the purposes of this provision, carrying costs shall mean interest on the costs incurred by Landlord to acquire the Excess Land from and after the date incurred. Interest shall be at a rate equal to the rate on Four Year Treasury Securities, in effect on the Commencement Date of this Lease, plus two percent (2%). Tenant shall reimburse Landlord for carrying costs, as aforesaid, in cash, upon expiration of said Holding Period, unless, prior to that time, Landlord and Tenant have entered into a binding lease agreement for Tenant s occupancy of a building to be constructed on the Excess Land, in which case, Tenant's obligation to reimburse Landlord shall be deemed waived and of no force and effect. D. Tenant may, at its option and upon written notice given not less than one hundred twenty (120) days prior to expiration of the said Holding Period, extend said Holding Period, for an additional two (2) years. Tenant may exercise said option only by providing written notice as aforesaid and by paying to Landlord the full reimbursement due to Landlord pursuant to Subsections B and C above. In the event Tenant exercises this option to extend, the same terms and conditions as outlined above DOC will purchase the other portions of the Property, as set forth in the PSA. Except as may be contained in the PSA, FREP acknowledges and agrees that Seller has not made, will not make and has no duty or obligation to make, any warranties or representations, written or oral, express or implied, in any way related to the Excess Land. FREP shall apply, except rely solely on its own inspections of the Excess Land. FREP agrees that Tenant DOC shall in no way be obligated to reimburse Landlord make, or cause to be made (by DOC or any third party), any changes, alterations, remediation or any repair to the Excess Land and that all such obligations and requirements are assumed by FREP. (b) As an inducement to enter into the Assignment, this Agreement, and to consummate the transaction contemplated by the PSA, in the event that FSHA or any affiliate of FHSA elects to develop the Excess Land, or to sell or lease the Excess Land to another to develop the Excess Land, for carrying costs any inpatient or outpatient or medical office facility that FSHA seeks to place or authorize to be placed on the Excess Land, at any time and from time to time for both a period of three (3) years after the Closing, FSHA or such affiliate shall first offer the opportunity to so develop the Excess Land to DOC or an affiliate of DOC as set forth herein. FSHA shall notify (the “Offer Notice”) DOC of FSHA’s or such affiliate’s determination to develop the Excess Land, or to sell or lease the Excess Land to another to develop the Excess Land, which notice shall specify the basic terms and conditions for such development. Thereafter, DOC (or its affiliate) shall have an exclusive and irrevocable right (the “Right of First Opportunity”) to submit DOC’s proposal (“DOC’s Proposal”) to FSHA to develop the Excess Land. DOC (or its affiliate) shall exercise such Right of First Opportunity by delivering to FSHA DOC’s Proposal within sixty (60) days after DOC’s receipt of the extended period. E. The rights herein conferred Offer Notice. If FSHA accepts DOC’s Proposal, which acceptance is in the sole and absolute discretion of FSHA, the parties shall consummate the terms of the development within sixty (60) days thereafter. If DOC (or its affiliate) fails to deliver DOC’s Proposal within the sixty (60) day period described above, DOC’s Right of First Opportunity shall expire, and FSHA or such affiliate shall be free to develop the Excess Land or to seek offers from third parties to develop the Excess Land. If FSHA or such affiliate receives any offer, proposal or term sheet from any third party to develop the Excess Land (whether unsolicited or following DOC’s Right of First Opportunity), within three (3) years after the Closing (the “Bona Fide Offer”), FSHA and such affiliate shall notify DOC in writing and shall provide DOC with a true and correct copy of said Bona Fide Offer (“Right of First Refusal”). DOC may, at DOC’s option and within thirty (30) days after receipt of such notice of said Bona Fide Offer and receipt of a copy thereof, offer to develop the Excess Land upon the terms and conditions as are personal contained in said Bona Fide Offer, in which event, FSHA or such affiliate shall enter into an agreement with DOC (or its affiliate) to Tenant develop the Excess Land upon said terms and may not be sold or assigned without Landlord's prior written consent. F. conditions. In the event that Tenant defaults DOC fails to exercise its Right of First Refusal in the performance writing within thirty (30) days after receipt of its obligations under this Lease and such default is not cured within the applicable cure periodwritten notice of said Bona Fide Offer as provided herein, then Tenant's rights hereunder DOC shall be deemed to have waived its Right of First Refusal for such transaction. FSHA covenants for itself and its affiliates that they shall accept no such Bona Fide Offer until it has complied with the terms of this Section 4(b). Any transaction entered into in the absence of full satisfaction of this Section 4(b) shall be null and void and void. DOC may enforce this Section 4(b), without limitation, by injunction, specific performance or other equitable relief. (c) In addition to the foregoing rights, if, within three (3) years after the Closing, FSHA or any affiliate approve the development of no force and effectskilled nursing, but Tenant's obligation assisted or independent living facilities on the Excess Land to reimburse Landlord for carrying costs shall remain in force and effect until the earlier a developer, landlord or operator introduced to FSHA or such affiliate by DOC (or Physicians Realty L.P.), FSHA will pay to DOC (or Physicians Realty L.P.) or allow such developer, landlord or such affiliate to pay to DOC (or Physicians Realty L.P.) a reasonable market fee of one percent (1%) of the expiration total project cost as consideration for such introduction. FSHA acknowledges DOC (or Physicians Realty L.P.) will be introducing Sentio Investments, Caddis Partners, Ernst Healthcare, Vibra, Lifecare Hospitals, Inc. and Select Medical, Inc., and Medical Property Investors to the opportunity to use the Excess Land, with FSHA’s permission. (d) The provisions of this Section 4 shall survive Closing and shall be binding upon and for the benefit of the hold parties’ successors and assigns for a period of three (3) years after the Closing. DOC shall have the right to record a memorandum of its Right of First Opportunity and Right of First Refusal against the Excess Land, in a form acceptable to FSHA, and FSHA shall provide DOC with an accurate legal description of the Excess Land for that purpose. (e) DOC and FSHA hereby agree that in the event it becomes necessary in the development of the Excess Land to use or Landlord's commencement have access to the Private Ponding Area, Private Ponding Area, Volume 77, Page 21 (“Retention Land”) DOC agrees to enter into an access agreement or easement agreement as is necessary to such development of site developmentthe Excess Land as is related to that certain Retention Pond, on reasonable and customary terms.

Excess Land. (a) Landlord acknowledges that the Excess Land is not necessary for Tenant's current and contemplated use of the Leased Premises. Landlord shall, upon not less than thirty (30) days prior written notice to Landlord and Lender, convey the Excess Land to or as directed by Tenant acknowledge for no consideration (other than having entered into this Lease with Tenant); provided, that no -------- Event of Default under this Lease or under the documents evidencing and agree securing the Loan exists and the following conditions are satisfied: (i) the Leased Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that Landlord is acquiring more land than is necessary for the development Excess Land and construction the remainder of the Building covered by this Lease. The excess land consists Leased Premises (the "Retained Premises") are ----------------- separate tracts, (ii) after such sale both the Excess Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (iii) the release of approximately 136,561 square feet and is outlined the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises, (iv) Tenant shall have complied with all requirements of Lender set forth in yellow on attached EXHIBIT A (the Mortgage with respect to the release of the Excess Land). Landlord , and (v) all Costs of Landlord, Lender and Tenant agreein connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as followsrecord title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land: A. Landlord , but shall remain in full force and effect with respect to the Retained Premises, provided, however, that in no event will refrain from proceeding with development the release of the Excess Land for a period of four (4) years, from and after the Commencement Date of this Lease (the "Holding Period"). Tenant shall have the right to shorten the Holding Period by written notice to Landlord given not less than one (1) year prior to the earlier termination amend, reduce or modify any of the Holding Period.obligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in Exhibit "D" hereto. ---------- B. (b) In consideration thereof, the event at any time during the term Tenant will reimburse Landlord for all real estate taxes, assessments and insurance costs attributable determines to the Excess Land from the Commencement Date of this Lease until the earlier of the expiration of the said Holding Period construct or the date that development of the Excess Land is completed. These costs will be reimbursed by Tenant to Landlord, monthly, as a part of the operating expenses that Tenant pays Landlord pursuant to Section 2.2 hereof. C. Tenant will also reimburse Landlord for the costs of carrying the Excess Land for the remainder of the Holding Period after the first year thereof. For the purposes of this provision, carrying costs shall mean interest on the costs incurred by Landlord to acquire the Excess Land from and after the date incurred. Interest shall be at a rate equal to the rate on Four Year Treasury Securities, in effect on the Commencement Date of this Lease, plus two percent (2%). Tenant shall reimburse Landlord for carrying costs, as aforesaid, in cash, upon expiration of said Holding Period, unless, prior to that time, Landlord and Tenant have entered into a binding lease agreement for Tenant s occupancy of a building cause to be constructed improvements on the Excess Land, Tenant shall so notify Landlord, and Landlord and Tenant shall negotiate in which casegood faith for Landlord to purchase the Excess Land from Tenant, Tenant's obligation to reimburse Landlord shall be deemed waived construct such improvements and of no force and effect. D. Tenant may, at its option and upon written notice given not less than one hundred twenty (120) days prior to expiration of the said Holding Period, extend said Holding Period, for an additional two (2) years. Tenant may exercise said option only by providing written notice as aforesaid and by paying to Landlord the full reimbursement due to Landlord pursuant to Subsections B and C above. In the event Tenant exercises this option to extend, lease the same terms and conditions as outlined above shall apply, except that Tenant shall be obligated to reimburse Landlord for carrying costs for both years of the extended periodTenant. E. The rights herein conferred are personal to Tenant and may not be sold or assigned without Landlord's prior written consent. F. In the event that Tenant defaults in the performance of its obligations under this Lease and such default is not cured within the applicable cure period, then Tenant's rights hereunder shall be deemed null and void and of no force and effect, but Tenant's obligation to reimburse Landlord for carrying costs shall remain in force and effect until the earlier of the expiration of the hold period or Landlord's commencement of site development.

Excess Land. So long as no Event of Default then exists, Landlord agrees to cause that portion of the Xxxxxxxxxx Premises described in EXHIBIT A-2 hereto (the "EXCESS LAND") to be released from the terms of this Lease and conveyed to Tenant provided that the following conditions are satisfied: (A) the Xxxxxxxxxx Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that the Excess Land and the remainder of the Xxxxxxxxxx Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easements Agreements, (C) the release of the excess Land does not materially impact the functional use, Legal use or viability of the Retained Premises, (D) Tenant shall have complied with all requirements of Lender set forth in the Mortgage with respect to the release of the Excess Land, and (E) all costs of Landlord, Lender and Tenant acknowledge and agree that Landlord is acquiring more land than is necessary for in connection with the development and construction conveyance of the Building covered Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by this LeaseTenant. The excess land consists of approximately 136,561 square feet and is outlined in yellow on attached EXHIBIT A (Landlord, as record title holder to the Excess Land), shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord and Tenant agreeconveys the Excess Land, as followsthen, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land: A. Landlord , but shall remain in full force and effect with respect to the Retained Premises, the Dallas Premises, and the Industrial Premises provided, however, that in no event will refrain from proceeding with development the release of the Excess Land for a period of four (4) years, from and after the Commencement Date of this Lease (the "Holding Period"). Tenant shall have the right to shorten the Holding Period by written notice to Landlord given not less than one (1) year prior to the earlier termination amend, reduce or modify any of the Holding Period. B. In consideration thereofobligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in EXHIBIT "D" hereto. Landlord represents and warrants to Tenant will reimburse Landlord for all real estate taxes, assessments and insurance costs attributable to that the Excess Land from Mortgage permits the Commencement Date of this Lease until the earlier of the expiration of the said Holding Period or the date that development release of the Excess Land is completed. These costs will be reimbursed by Tenant to Landlordwithout the payment of any amounts, monthly, as a part of the operating other than Lender's cost and expenses that Tenant pays Landlord pursuant to Section 2.2 hereofin connection with such release. C. Tenant will also reimburse Landlord for the costs of carrying the Excess Land for the remainder of the Holding Period after the first year thereof. For the purposes of this provision, carrying costs shall mean interest on the costs incurred by Landlord to acquire the Excess Land from and after the date incurred. Interest shall be at a rate equal to the rate on Four Year Treasury Securities, in effect on the Commencement Date of this Lease, plus two percent (2%). Tenant shall reimburse Landlord for carrying costs, as aforesaid, in cash, upon expiration of said Holding Period, unless, prior to that time, Landlord and Tenant have entered into a binding lease agreement for Tenant s occupancy of a building to be constructed on the Excess Land, in which case, Tenant's obligation to reimburse Landlord shall be deemed waived and of no force and effect. D. Tenant may, at its option and upon written notice given not less than one hundred twenty (120) days prior to expiration of the said Holding Period, extend said Holding Period, for an additional two (2) years. Tenant may exercise said option only by providing written notice as aforesaid and by paying to Landlord the full reimbursement due to Landlord pursuant to Subsections B and C above. In the event Tenant exercises this option to extend, the same terms and conditions as outlined above shall apply, except that Tenant shall be obligated to reimburse Landlord for carrying costs for both years of the extended period. E. The rights herein conferred are personal to Tenant and may not be sold or assigned without Landlord's prior written consent. F. In the event that Tenant defaults in the performance of its obligations under this Lease and such default is not cured within the applicable cure period, then Tenant's rights hereunder shall be deemed null and void and of no force and effect, but Tenant's obligation to reimburse Landlord for carrying costs shall remain in force and effect until the earlier of the expiration of the hold period or Landlord's commencement of site development.

Excess Land. In the event Tenant desires to construct additional improvements on the Excess Land, and no Event of Default then exists, Landlord, at its sole option, (i) shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord and subject to this Lease or (ii) shall cause the Excess Land to be released from the terms of this Lease and conveyed to an affiliate of Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant acknowledge upon terms and agree that Landlord is acquiring more land than is necessary conditions reasonably satisfactory to Landlord, or (iii) shall convey the Excess Land to Tenant for a price ("Excess Land Price") equal to the development and construction greater of $2,052,356 plus ----------------- the applicable Prepayment Premium or the sum of the Building covered by this Lease. The excess land consists Fair Market Value of approximately 136,561 square feet the Excess Land (as Fair Market Value is defined in clause (a) of the definition thereof) plus the applicable Prepayment Premium provided that the following conditions are satisfied: (A) the Leased Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and is outlined Easement Agreements so that the Excess Land and the remainder of the Leased Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (C) the release of the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises, (D) Tenant shall have complied with all requirements of Lender set forth in yellow on attached EXHIBIT A (the Mortgage with respect to the release of the Excess Land). , (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to Landlord and (F) all Costs of Landlord, Lender and Tenant agreein connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as followsrecord title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) above, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land: A. Landlord , but shall remain in full force and effect with respect to the Retained Premises, provided, however, that in no event will refrain from proceeding with development the release of the Excess Land for a period of four (4) years, from and after the Commencement Date of this Lease (the "Holding Period"). Tenant shall have the right to shorten the Holding Period by written notice to Landlord given not less than one (1) year prior to the earlier termination amend, reduce or modify any of the Holding Period. B. In consideration thereofobligations and liabilities of Tenant hereunder, Tenant will reimburse Landlord for all real estate taxes, assessments and insurance costs attributable including the obligations to the Excess Land from the Commencement Date of this Lease until the earlier of the expiration of the said Holding Period or the date that development of the Excess Land is completed. These costs will be reimbursed by Tenant to Landlord, monthly, as a part of the operating expenses that Tenant pays Landlord pursuant to Section 2.2 hereof. C. Tenant will also reimburse Landlord for the costs of carrying the Excess Land for the remainder of the Holding Period after the first year thereof. For the purposes of this provision, carrying costs shall mean interest on the costs incurred by Landlord to acquire the Excess Land from and after the date incurred. Interest shall be at a rate equal to the rate on Four Year Treasury Securities, in effect on the Commencement Date of this Lease, plus two percent (2%). Tenant shall reimburse Landlord for carrying costs, as aforesaid, in cash, upon expiration of said Holding Period, unless, prior to that time, Landlord and Tenant have entered into a binding lease agreement for Tenant s occupancy of a building to be constructed on the Excess Land, in which case, Tenant's obligation to reimburse Landlord shall be deemed waived and of no force and effect. D. Tenant may, at its option and upon written notice given not less than one hundred twenty (120) days prior to expiration of the said Holding Period, extend said Holding Period, for an additional two (2) years. Tenant may exercise said option only by providing written notice as aforesaid and by paying to Landlord the full reimbursement due to Landlord pursuant to Subsections B and C above. In the event Tenant exercises this option to extend, the same terms and conditions as outlined above shall apply, except that Tenant shall be obligated to reimburse Landlord for carrying costs for both years of the extended period. E. The rights herein conferred are personal to Tenant and may not be sold or assigned without Landlord's prior written consent. F. In the event that Tenant defaults pay Basic Rent in the performance of its obligations under this Lease and such default is not cured within the applicable cure period, then Tenant's rights hereunder shall be deemed null and void and of no force and effect, but Tenant's obligation to reimburse Landlord for carrying costs shall remain amount set forth in force and effect until the earlier of the expiration of the hold period or Landlord's commencement of site development.Exhibit "D" hereto. -----------