Replacement Facility. Buyer and Seller agree that following the Closing, Buyer shall seek approval to construct, and shall then construct, a new hospital facility (the "REPLACEMENT FACILITY") to replace Seller's current hospital facility, in accordance with the terms of this Section 6.25: (1) The Replacement Facility will meet the following specifications, subject to any modifications required in order to comply with any regulatory requirements: (a) The campus of the Replacement Facility shall be located within the city limits of Picayune or within three (3) miles of said city limits. Buyer estimates that the campus for the Replacement Facility will be approximately fifteen (15) acres; (b) The Replacement Facility will contain a minimum of 75 total beds, each a private room of approximately 225 square feet per room; (c) The Replacement Facility will be equipped to provide substantially all of the medical services currently offered at the Hospital; (d) The plans and specifications prepared by Buyer with respect to the Replacement Facility shall include an estimated cost to construct and equip the Replacement Facility (including land costs) of at least Eighteen Million and No/100 Dollars ($18,000,000.00). (2) Within one hundred eighty (180) days of the Closing, Buyer shall apply to the Mississippi State Department of Health (the "DEPARTMENT") for a certificate of need ("CON") to build the Replacement Facility. If Buyer does not file the CON application for the Replacement Facility within one hundred eighty (180) days of Closing, Buyer shall pay to Seller One Thousand and No/100 Dollars ($1,000.00) per day for each day after said one hundred eighty (180) day period that the CON application is not filed. In the event that the CON for construction of the Replacement Facility is not granted to Buyer within one (1) year after the Closing, and the failure to obtain said CON is due to Buyer's failure to expeditiously respond to the Department's requests for information, then Buyer shall pay to Seller an additional penalty of One Thousand and No/100 Dollars ($1,000.00) per day for each day that Buyer's response to the Department has been delinquent. Within ninety (90) days of receipt of CON approval, Buyer shall purchase a performance bond or other
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Samples: Lease and Purchase Agreement (New American Healthcare Corp)
Replacement Facility. Buyer (a) At any time and Seller agree that following the Closing, Buyer shall seek approval from time to construct, and shall then construct, a new hospital facility (the "REPLACEMENT FACILITY") to replace Seller's current hospital facility, in accordance with the terms of this Section 6.25:
(1) The Replacement Facility will meet the following specificationstime, subject to any modifications required the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in order writing to comply with any regulatory requirements:the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced.
(ab) The campus Any Replacement Facility shall rank pari passu in right of payment and security with the Obligations in respect of the other Facilities and the obligors in respect thereof shall be Loan Parties. The interest on any outstanding Loans and Swing Line Loans under any replaced Facility, together with all fees owed by the Borrowers under such Facility, shall be paid in full, the principal of any outstanding Loans and Swing Line Loans under any replaced Facility shall be paid in full, replaced, converted or continued on terms satisfactory to the Lenders under such Facility and all outstanding Letters of Credit under such Facility will be replaced or continued on terms satisfactory to the Lenders under such Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Facility shall be located within on the city limits terms and pursuant to the documentation applicable to the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions in respect of Picayune the Facility being replaced (other than maturity date and pricing (interest rate and fees)) or within three (3) miles of said city limits. Buyer estimates that on such other terms reasonably acceptable to the campus for Administrative Agent and the Borrowers, as set forth in the relevant Replacement Facility will be approximately fifteen (15) acres;
(b) The Amendment; provided that any Replacement Facility will contain shall not have a minimum termination date that is earlier than the termination date of 75 total bedsthe Facility being replaced. In addition, each a private room the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the latest final maturity date for all Loans and Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, (other than those under the Facility being replaced) in effect immediately prior to the date such Replacement Facility is incurred or obtained or the date on which all non-replaced Obligations (except indemnification obligations for which no claim has been made and of approximately 225 square feet per room;which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) are paid in full.
(c) The Replacement Facility will be equipped Each notice from the Borrowers pursuant to provide substantially all this Section shall set forth the requested amount and proposed terms of the medical services currently offered at the Hospital;
(d) The plans and specifications prepared by Buyer with respect relevant Replacement Facility. Any financial institution that elects to the Replacement Facility shall include an estimated cost to construct and equip the extend commitments or uncommitted tranche portions under a Replacement Facility (including land costsa “Replacement Facility Lender”) of at least Eighteen Million and No/100 Dollars ($18,000,000.00).
(2) Within one hundred eighty (180) days of the Closing, Buyer shall apply be reasonably satisfactory to the Mississippi State Department of Health U.S. Borrower and (the "DEPARTMENT") for a certificate of need ("CON") to build the Replacement Facility. If Buyer does not file the CON application for the unless such Replacement Facility within one hundred eighty Lender is already a Lender or a Subsidiary, Affiliate or Approved Fund thereof) the Administrative Agent, and (180i) days of Closing, Buyer shall pay to Seller One Thousand and No/100 Dollars ($1,000.00) per day for each day after said one hundred eighty (180) day period that the CON application is not filed. In the event that the CON for construction of if the Replacement Facility is not granted to Buyer within one (1) year after a replacement of the ClosingAcquisition Facility, the Acquisition Facility Issuing Lenders, and (ii) if the failure Replacement Facility is a replacement of the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Uncommitted Tranche or the Multicurrency Working Capital Facility, the Relevant Working Capital Facility Issuing Lenders and the Relevant Swing Line Lenders. Each Replacement Facility Lender that is not already a Lender shall become a Lender under this Agreement pursuant to obtain said CON is due a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to Buyer's failure an amendment (each, a “Replacement Facility Amendment”) to expeditiously respond this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, such Replacement Facility Lender(s) and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrowers, the Administrative Agent and the Replacement Facility Lenders with respect to the Department's requests such Replacement Facility Amendment. No Lender shall be obligated to provide any commitment or uncommitted tranche portion for informationany Replacement Facility, then Buyer unless it so agrees in its sole discretion. Commitments in respect of any Replacement Facility shall pay to Seller an additional penalty become Commitments under this Agreement and Dollar Working Capital Facility Uncommitted Tranche Portions in respect of One Thousand and No/100 Dollars ($1,000.00) per day for each day that Buyer's response to the Department has been delinquent. Within ninety (90) days of receipt of CON approval, Buyer any Replacement Facility shall purchase a performance bond or otherbecome Dollar Working Capital Facility Uncommitted Tranche
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Replacement Facility. Buyer (a) At any time and Seller agree that following the Closing, Buyer shall seek approval from time to construct, and shall then construct, a new hospital facility (the "REPLACEMENT FACILITY") to replace Seller's current hospital facility, in accordance with the terms of this Section 6.25:
(1) The Replacement Facility will meet the following specificationstime, subject to any modifications required the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in order writing to comply with any regulatory requirements:the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced.
(ab) The campus Any Replacement Facility shall rank pari passu in right of payment and security with the Obligations in respect of the other Facilities and the obligors in respect thereof shall be Loan Parties. The interest on any outstanding Loans and Swing Line Loans under any replaced Facility, together with all fees owed by the Borrowers under such Facility, shall be paid in full, the principal of any outstanding Loans and Swing Line Loans under any replaced Facility shall be paid in full, replaced, converted or continued on terms satisfactory to the Lenders under such Facility and all outstanding Letters of Credit under such Facility will be replaced or continued on terms satisfactory to the Lenders under such Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Facility shall be located within on the city limits terms and pursuant to the documentation applicable to the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions in respect of Picayune the Facility being replaced (other than maturity date and pricing (interest rate and fees)) or within three (3) miles of said city limits. Buyer estimates that on such other terms reasonably acceptable to the campus for Administrative Agent and the Borrowers, as set forth in the relevant Replacement Facility will be approximately fifteen (15) acres;
(b) The Amendment; provided that any Replacement Facility will contain shall not have a minimum termination date that is earlier than the termination date of 75 total bedsthe Facility being replaced. In addition, each a private room the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the latest final maturity date for all Loans and Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, (other than those under the Facility being replaced) in effect immediately prior to the date such Replacement Facility is incurred or obtained or the date on which all non-replaced Obligations (except indemnification obligations for which no claim has been made and of approximately 225 square feet per room;which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) are paid in full.
(c) The Each notice from the Borrowers pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Replacement Facility. Any financial institution that elects to extend commitments or uncommitted tranche portions under a Replacement Facility will (a “Replacement Facility Lender”) shall be equipped reasonably satisfactory to the U.S. Borrower and (unless such Replacement Facility Lender is already a Lender or a Subsidiary, Affiliate or Approved Fund thereof) the Administrative Agent, and (i) if the Replacement Facility is a replacement of the Acquisition Facility, the Acquisition Facility Issuing Lenders, and (ii) if the Replacement Facility is a replacement of the Dollar Working Capital Facility Committed Tranche, the Dollar Working Capital Facility Uncommitted Tranche or the Multicurrency Working Capital Facility, the Relevant Working Capital Facility Issuing Lenders and the Relevant Swing Line Lenders. Each Replacement Facility Lender that is not already a Lender shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (each, a “Replacement Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, such Replacement Facility Lender(s) and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than the Borrowers, the Administrative Agent and the Replacement Facility Lenders with respect to such Replacement Facility Amendment. No Lender shall be obligated to provide substantially all any commitment or uncommitted tranche portion for any Replacement Facility, unless it so agrees in its sole discretion. Commitments in respect of any Replacement Facility shall become Commitments under this Agreement and Dollar Working Capital Facility Uncommitted Tranche Portions in respect of any Replacement Facility shall become Dollar Working Capital Facility Uncommitted Tranche Portions under this Agreement. Notwithstanding anything to the contrary in this Agreement (including Section 11.1), a Replacement Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the medical services currently offered at Administrative Agent and the Hospital;
Borrowers, to effect the provisions of this Section. The effectiveness of any Replacement Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Replacement Facility Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (deach, a “Replacement Facility Closing Date”) The plans and specifications prepared by Buyer with respect of each of the conditions set forth in Section 6.2 (it being understood that all references to the date of making any extension of credit in Section 6.2 shall be deemed to refer to the Replacement Facility shall include an estimated cost to construct and equip Closing Date). To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility (including land costs) Amendment may be conditioned on the Administrative Agent’s receipt of at least Eighteen Million customary legal opinions with respect thereto, board resolutions and No/100 Dollars ($18,000,000.00).
(2) Within one hundred eighty (180) days of the Closingofficers’ certificates, Buyer shall apply additional filings or registrations, mortgage amendments, filing amendments and/or reaffirmation agreements. No Replacement Facility may be implemented unless such Replacement Facility has provisions reasonably satisfactory to the Mississippi State Department Administrative Agent with respect to Letters of Health (Credit and Swing Line Loans then outstanding under the "DEPARTMENT") for a certificate of need ("CON") to build the Replacement Facility. If Buyer does not file the CON application for the Replacement Facility within one hundred eighty (180) days of Closing, Buyer shall pay to Seller One Thousand and No/100 Dollars ($1,000.00) per day for each day after said one hundred eighty (180) day period that the CON application is not filed. In the event that the CON for construction of the Replacement Facility is not granted to Buyer within one (1) year after the Closing, and the failure to obtain said CON is due to Buyer's failure to expeditiously respond to the Department's requests for information, then Buyer shall pay to Seller an additional penalty of One Thousand and No/100 Dollars ($1,000.00) per day for each day that Buyer's response to the Department has been delinquent. Within ninety (90) days of receipt of CON approval, Buyer shall purchase a performance bond or otherbeing replaced.
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Replacement Facility. Buyer (a) At any time and Seller agree that following the Closing, Buyer shall seek approval from time to construct, and shall then construct, a new hospital facility (the "REPLACEMENT FACILITY") to replace Seller's current hospital facility, in accordance with the terms of this Section 6.25:
(1) The Replacement Facility will meet the following specificationstime, subject to any modifications required the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in order writing to comply with any regulatory requirements:the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced. USActive 56005294.156005294.9 -165-
(ab) The campus Any Replacement Facility shall rank pari passu in right of payment and security with the Obligations in respect of the other Facilities and the obligors in respect thereof shall be Loan Parties. The interest on any outstanding Loans and Swing Line Loans under any replaced Facility, together with all fees owed by the Borrowers under such Facility, shall be paid in full, the principal of any outstanding Loans and Swing Line Loans under any replaced Facility shall be paid in full, replaced, converted or continued on terms satisfactory to the Lenders under such Facility and all outstanding Letters of Credit under such Facility will be replaced or continued on terms satisfactory to the Lenders under such Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Facility shall be located within on the city limits terms and pursuant to the documentation applicable to the Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions in respect of Picayune the Facility being replaced (other than maturity date and pricing (interest rate and fees)) or within three (3) miles of said city limits. Buyer estimates that on such other terms reasonably acceptable to the campus for Administrative Agent and the Borrowers, as set forth in the relevant Replacement Facility will be approximately fifteen (15) acres;
(b) The Replacement Facility will contain a minimum of 75 total beds, each a private room of approximately 225 square feet per room;
(c) The Replacement Facility will be equipped to provide substantially all of the medical services currently offered at the Hospital;
(d) The plans and specifications prepared by Buyer with respect to the Amendment; provided that any Replacement Facility shall include an estimated cost not have a termination date that is earlier than the termination date of the Facility being replaced. In addition, the terms and conditions applicable to construct and equip the any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the latest final maturity date for all Loans and Commitments or Dollar Working Capital Facility Uncommitted Tranche Portions, as applicable, (including land costsother than those under the Facility being replaced) of at least Eighteen Million and No/100 Dollars ($18,000,000.00).
(2) Within one hundred eighty (180) days of the Closing, Buyer shall apply in effect immediately prior to the Mississippi State Department of Health (the "DEPARTMENT") for a certificate of need ("CON") to build the Replacement Facility. If Buyer does not file the CON application for the Replacement Facility within one hundred eighty (180) days of Closing, Buyer shall pay to Seller One Thousand and No/100 Dollars ($1,000.00) per day for each day after said one hundred eighty (180) day period that the CON application is not filed. In the event that the CON for construction of the date such Replacement Facility is not granted to Buyer within one incurred or obtained or the date on which all non-replaced Obligations (1) year after the Closing, and the failure to obtain said CON is due to Buyer's failure to expeditiously respond to the Department's requests except indemnification obligations for information, then Buyer shall pay to Seller an additional penalty of One Thousand and No/100 Dollars ($1,000.00) per day for each day that Buyer's response to the Department which no claim has been delinquent. Within ninety (90made and of which no Responsible Person of any Loan Party has knowledge and Hedging and Bank Product Obligations) days of receipt of CON approval, Buyer shall purchase a performance bond or otherare paid in full.
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