Common use of Permitted Financing Clause in Contracts

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness (“Permitted Financing”) unless (a) such Permitted Financing (x) relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor or (y) such Permitted Financing is otherwise permitted under the Refinancing Date Credit Agreements (as in effect on the date hereof) and relates solely to entities in which a Tenant has a joint venture interest; provided that individually or in the aggregate all such Permitted Financings under this clause (y) shall not exceed $10,000,000, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $10,000,000 individually and the aggregate amount of principal for Funded Indebtedness that are not subject to a Relative Rights Agreement at the time of such incurrence is less than $25,000,000, which, for the avoidance of doubt shall include any Permitted Financing pursuant to clause (a)(y) above or (ii) is a Capital Lease; provided further that any lender or lenders for any Permitted Financing that becomes a party via joinder to the Refinancing Date Relative Rights Agreement, pursuant to Section 9.9(b) thereof, shall be deemed to have complied with the requirement set forth in this clause (c) and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Amendment No. 4 Effective Date, Xxxxxx has entered into that certain (i) Term Loan Credit Agreement by and among AHP Health Partners, Inc., a Delaware corporation, as borrower, Ardent Health Partners, LLC, a Delaware limited liability company, as parent, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Barclays Bank PLC. as sole administrative and collateral agent for the Term Loan Lenders and the other parties party thereto which provides for a term loan facility in an original principal amount of $825 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement (as defined below), the “Term Credit Agreement”), (ii) ABL Credit Agreement by and among Ardent Health Partners, LLC, a Delaware corporation, as parent, AHP Health Partners Inc., a Delaware corporation, AHS East Texas Health System, LLC, a Texas limited liability company, the other borrowers party thereto, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Barclays Bank PLC, as administrative agent for the ABL Lenders, Bank of America, N.A. as collateral agent for the ABL Lenders and the other parties party thereto which provides for a revolving loan facility in an original principal amount of $225 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Refinancing Date Credit Agreements”) and (iii) Indenture governing 9.75% Senior Notes due 2026, among AHP Health Partners, Inc., a Delaware corporation, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Indenture”, and together with the Refinancing Date Credit Agreements, the “Refinancing Date Debt Agreements”). As of the Amendment No. 4 Effective Date, Landlord and Tenant each hereby acknowledge that (y) the Relative Rights Agreement executed concurrently with the Fourth Amendment (such Relative Rights Agreement, the “Refinancing Date Relative Rights Agreement”) satisfies the requirements of this Section 5.17(c), and (z) Tenant hereby represents to Landlord that, after giving effect to the Refinancing Date Debt Agreements, Sections 5.17(a), (b), and (d) of the Lease have not been breached. For the avoidance of doubt, the Refinancing Date Debt Agreements, and the use of proceeds therefrom, constitute a Permitted Refinancing.

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) such Permitted Financing (x) relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor or (y) such Permitted Financing is otherwise permitted under the Refinancing Date Credit Agreements (as in effect on the date hereof) and relates solely to entities in which a Tenant has a joint venture interest; provided that individually or in the aggregate all such Permitted Financings under this clause (y) shall not exceed $10,000,000Guarantor, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $10,000,000 5,000,000 individually and the aggregate amount of principal for Funded Indebtedness that are not subject to a Relative Rights Agreement at the time of such incurrence is less than $25,000,000, which, for the avoidance of doubt shall include any Permitted Financing pursuant to clause (a)(y) above 15,000,000 or (ii) is a Capital Lease; provided further that any lender or lenders for any Permitted Financing that becomes a party via joinder to the Refinancing Date Relative Rights Agreement, pursuant to Section 9.9(b) thereof, shall be deemed to have complied with the requirement set forth in this clause (c) and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Amendment No. 4 Effective Date, Xxxxxx Tenant has entered into that certain (i) Term Loan Credit Agreement by and among AHP Health PartnersArdent Legacy Holdings, Inc., a Delaware corporation, as borrowerArdent Legacy Acquisitions, Ardent Health PartnersInc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as parentAHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Barclays Bank PLC. of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and the other parties party thereto Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original principal amount of $825 250 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement (as defined below), the “Term Credit Agreement”), (ii) and that certain ABL Credit Agreement by and among Ardent Health PartnersLegacy Holdings, LLCInc., a Delaware corporation, as parentArdent Legacy Acquisitions, AHP Health Partners Inc., a Delaware corporation, AHS East Texas Health System, Legacy Operations LLC, a Texas Delaware limited liability company, the other borrowers party theretoformerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Barclays Bank PLC, as administrative agent for the ABL Lenders, Bank of America, N.A. as sole administrative and collateral agent for the ABL Lenders and the other parties party thereto Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a revolving loan facility in an original principal amount of $225 100 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Refinancing Closing Date Credit Agreements”) and (iii) Indenture governing 9.75% Senior Notes due 2026, among AHP Health Partners, Inc., a Delaware corporation, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Indenture”, and together with the Refinancing Date Credit Agreements, the “Refinancing Date Debt Agreements”). As of the Amendment No. 4 Effective Date, Landlord and Tenant each hereby acknowledge acknowledges that (y) the Relative Rights Agreement executed concurrently with the Fourth Amendment (such Relative Rights Agreement, the “Refinancing Date Relative Rights Agreement”) herewith satisfies the requirements of this Section 5.17(c) (it being acknowledged that the same form of Relative Rights Agreement in connection with any future financings or refinancings may not so satisfy the requirements of Section 5.17(c), and (z) Tenant hereby represents has represented to Landlord in a written certification delivered to Landlord on or prior to the Effective Date that, after giving effect to the Refinancing Closing Date Debt Credit Agreements, Sections 5.17(a), (b), and (d) of the this Lease have not been breached. For the avoidance of doubt, the Refinancing Date Debt Agreements, and the use of proceeds therefrom, constitute a Permitted Refinancing.

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness (“Permitted Financing”) unless (a) such Permitted Financing (x) relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor or (y) such Permitted Financing is otherwise permitted under the Refinancing Date Credit Agreements (as in effect on the date hereof) and relates solely to entities in which a Tenant has a joint venture interest; provided that individually or in the aggregate all such Permitted Financings under this clause (y) shall not exceed $10,000,000, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $10,000,000 individually and the aggregate amount of principal for Funded Indebtedness that are not subject to a Relative Rights Agreement at the time of such incurrence is less than $25,000,000, which, for the avoidance of doubt shall include any Permitted Financing pursuant to clause (a)(y) above or (ii) is a Capital Lease; provided further that any lender or lenders for any Permitted Financing that becomes a party via joinder to the Refinancing Date Relative Rights Agreement, pursuant to Section 9.9(b) thereof, shall be deemed to have complied with the requirement set forth in this clause (c) and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Amendment No. 4 Effective Date, Xxxxxx Tenant has entered into that certain (i) Term Loan Credit Agreement by and among AHP Health Partners, Inc., a Delaware corporation, as borrower, Ardent Health Partners, LLC, a Delaware limited liability company, as parent, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Barclays Bank PLC. as sole administrative and collateral agent for the Term Loan Lenders and the other parties party thereto which provides for a term loan facility in an original principal amount of $825 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement (as defined below), the “Term Credit Agreement”), (ii) ABL Credit Agreement by and among Ardent Health Partners, LLC, a Delaware corporation, as parent, AHP Health Partners Inc., a Delaware corporation, AHS East Texas Health System, LLC, a Texas limited liability company, the other borrowers party thereto, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Barclays Bank PLC, as administrative agent for the ABL Lenders, Bank of America, N.A. as collateral agent for the ABL Lenders and the other parties party thereto which provides for a revolving loan facility in an original principal amount of $225 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Refinancing Date Credit Agreements”) and (iii) Indenture governing 9.75% Senior Notes due 2026, among AHP Health Partners, Inc., a Delaware corporation, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Indenture”, and together with the Refinancing Date Credit Agreements, the “Refinancing Date Debt Agreements”). As of the Amendment No. 4 Effective Date, Landlord and Tenant each hereby acknowledge that (y) the Relative Rights Agreement executed concurrently with the Fourth Amendment (such Relative Rights Agreement, the “Refinancing Date Relative Rights Agreement”) satisfies the requirements of this Section 5.17(c), and (z) Tenant hereby represents to Landlord that, after giving effect to the Refinancing Date Debt Agreements, Sections 5.17(a), (b), and (d) of the Lease have not been breached. For the avoidance of doubt, the Refinancing Date Debt Agreements, and the use of proceeds therefrom, constitute a Permitted Refinancing.

Permitted Financing. Tenant shall not obtain, guaranty, assume, suffer to exist, be an obligor under or incur any Funded Indebtedness with respect to any Facility (or its operations) (“Permitted Financing”) unless (a) such Permitted Financing (x) relates solely to assets wholly-owned (directly or indirectly) and Controlled (directly or indirectly) by Guarantor or (y) such Permitted Financing is otherwise permitted under the Refinancing Date Credit Agreements (as in effect on the date hereof) and relates solely to entities in which a Tenant has a joint venture interest; provided that individually or in the aggregate all such Permitted Financings under this clause (y) shall not exceed $10,000,000Guarantor, (b) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.10 hereunder, the Portfolio Coverage Ratio, the Consolidated Guarantor Fixed Charge Coverage Ratio and the Consolidated Guarantor Leverage Ratio, in each case, recomputed on a Pro Forma Basis giving effect to the incurrence of such Permitted Financing, shall be in compliance with the applicable requirements under the financial covenants contained in Section 5.15 of this Lease and Section 10 of the Lease Guaranty, (c) Landlord and the lender or lenders for the Permitted Financing have entered into an intercreditor or other similar agreement governing the relative rights and remedies of each of Landlord and the lender or lenders in form and substance reasonably satisfactory to Landlord and such lender or lenders (such agreement is a “Relative Rights Agreement”); provided that such Relative Rights Agreement shall not be required to be entered into if the Funded Indebtedness (i) has a principal amount of less than $10,000,000 5,000,000 individually and the aggregate amount of principal for Funded Indebtedness that are not subject to a Relative Rights Agreement at the time of such incurrence is less than $25,000,000, which, for the avoidance of doubt shall include any Permitted Financing pursuant to clause (a)(y) above 15,000,000 or (ii) is a Capital Lease; provided further that any lender or lenders for any Permitted Financing that becomes a party via joinder to the Refinancing Date Relative Rights Agreement, pursuant to Section 9.9(b) thereof, shall be deemed to have complied with the requirement set forth in this clause (c) and (d) no Monetary Default or Event of Default exists (or would result therefrom) under this Lease immediately after giving effect to the consummation of any such Permitted Financing. As of the Amendment No. 4 Effective Date, Xxxxxx has entered into that certain (i) Term Loan Credit Agreement by and among AHP Health PartnersArdent Legacy Holdings, Inc., a Delaware corporation, as borrowerArdent Legacy Acquisitions, Ardent Health PartnersInc., a Delaware corporation, AHS Legacy Operations LLC, a Delaware limited liability company, formerly known as parentAHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Term Loan Lenders”), Barclays Bank PLC. of America, N.A. as sole administrative and collateral agent for the Term Loan Lenders and the other parties party thereto Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a term loan facility in an original principal amount of $825 250 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement (as defined below), the “Term Credit Agreement”), (ii) and that certain ABL Credit Agreement by and among Ardent Health PartnersLegacy Holdings, LLCInc., a Delaware corporation, as parentArdent Legacy Acquisitions, AHP Health Partners Inc., a Delaware corporation, AHS East Texas Health System, Legacy Operations LLC, a Texas Delaware limited liability company, the other borrowers party theretoformerly known as AHS Newco 14, LLC, and AHS New Mexico Holdings, Inc., a New Mexico corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “ABL Lenders”), Barclays Bank PLC, as administrative agent for the ABL Lenders, Bank of America, N.A. as sole administrative and collateral agent for the ABL Lenders and the other parties party thereto Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as a lead arranger and bookrunner which provides for a revolving loan facility in an original principal amount of $225 100 million (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the “Refinancing Closing Date Credit Agreements”) and (iii) Indenture governing 9.75% Senior Notes due 2026, among AHP Health Partners, Inc., a Delaware corporation, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a) of the Refinancing Date Relative Rights Agreement, the “Indenture”, and together with the Refinancing Date Credit Agreements, the “Refinancing Date Debt Agreements”). As of the Amendment No. 4 Effective Date, Landlord and Tenant each hereby acknowledge acknowledges that (y) the Relative Rights Agreement executed concurrently with the Fourth Amendment (such Relative Rights Agreement, the “Refinancing Date Relative Rights Agreement”) herewith satisfies the requirements of this Section 5.17(c) (it being acknowledged that the same form of Relative Rights Agreement in connection with any future financings or refinancings may not so satisfy the requirements of Section 5.17(c), and (z) Tenant hereby represents has represented to Landlord in a written certification delivered to Landlord on or prior to the Effective Date that, after giving effect to the Refinancing Closing Date Debt Credit Agreements, Sections 5.17(a), (b), and (d) of the this Lease have not been breached. For the avoidance of doubt, the Refinancing Date Debt Agreements, and the use of proceeds therefrom, constitute a Permitted Refinancing.