OF THE LEASED PROPERTY AND THE LAND UPON COMPLETION OF THE CAPITAL ADDITION
EXCEEDS THE FAIR MARKET VALUE OF THE LEASED PROPERTY AND THE LAND PRIOR THERETO
BY AN AMOUNT NOT LESS THAN NINETY-FIVE PERCENT (95%) OF THE COST OF SUCH CAPITAL
ADDITION; AND
(IX)
SUCH OTHER CERTIFICATES (INCLUDING, BUT NOT LIMITED TO,
ENDORSEMENTS, INCREASING THE INSURANCE COVERAGE, IF ANY, AT THE TIME REQUIRED),
DOCUMENTS, OPINIONS OF COUNSEL, APPRAISALS, SURVEYS, CERTIFIED COPIES OF DULY
ADOPTED RESOLUTIONS OF THE BOARD OF DIRECTORS OF TENANT AUTHORIZING THE
EXECUTION AND DELIVERY OF ALL LOAN DOCUMENTS AND ANY AMENDMENT TO AN THIS LEASE
AGREEMENT AND ANY OTHER INSTRUMENTS AS MAY BE REASONABLY REQUIRED BY LANDLORD
AND ANY LENDING INSTITUTION ADVANCING ANY PORTION OF THE COST OF THE CAPITAL
ADDITION.
(C)
UPON MAKING A REQUEST TO FINANCE A CAPITAL ADDITION, WHETHER OR
NOT SUCH FINANCING IS ACTUALLY CONSUMMATED, TENANT SHALL PAY OR AGREE TO PAY,
UPON DEMAND, ALL REASONABLE COSTS AND EXPENSES OF LANDLORD PAID OR INCURRED BY
IT IN CONNECTION WITH THE FINANCING OF THE CAPITAL ADDITION, INCLUDING, BUT NOT
LIMITED TO, (I) THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL, (II) ALL
PRINTING EXPENSES, (III) THE AMOUNT OF ANY FILING, REGISTRATION AND RECORDING
TAXES AND FEES, (IV), (V) APPRAISAL FEES, IF ANY, AND (VI) COSTS OF OBTAINING
REGULATOR AND GOVERNMENTAL APPROVALS FOR THE CONSTRUCTION, OPERATION, USE OR
OCCUPANCY OF THE CAPITAL ADDITION.
(D)
(I)
IF LANDLORD AND TENANT ARE UNABLE TO AGREE ON THE TERMS OF
THE FINANCING BY LANDLORD OF A CAPITAL ADDITION, TENANT MAY, SUBJECT TO THE
TERMS OF THIS SECTION 9.09, UNDERTAKE THE COST OF ANY SUCH CAPITAL ADDITION AND
SEEK CONSTRUCTION, PERMANENT OR OTHER FINANCING FROM OTHER SOURCES, PROVIDED
THAT TENANT SHALL NOT USE FINANCING FOR SUCH CAPITAL ADDITION OBTAINED FROM SUCH
OTHER SOURCES UNLESS THE TERMS AND CONDITIONS OF SUCH FINANCING FROM OTHER
SOURCES ARE OFFERED BY SUCH THIRD PARTY WITHIN NINETY (90) DAYS AFTER THE DATE
TENANT IS NOTIFIED OF THE LANDLORD FINANCING TERMS, AND THE TERMS AND CONDITIONS
OF SUCH OTHER FINANCING PROVIDE OVERALL FINANCIAL TERMS THAT ARE MORE FAVORABLE
TO THE TENANT THAN THOSE PROVIDED BY THE LANDLORD FINANCING TERMS (AS REASONABLY
DETERMINED BY TENANT AFTER COMPARISON OF THE TRUE INTEREST OR CAPITALIZATION
RATES, AMORTIZATION AND OTHER MATERIAL FACTORS).
IN THE EVENT TENANT SHALL
REACH AN AGREEMENT TO OBTAIN FINANCING FOR A CAPITAL ADDITION FROM A THIRD
PARTY, TENANT SHALL PROVIDE A COPY TO LANDLORD OF THE FINAL SET OF TERMS AGREED
UPON BY TENANT WITH SUCH THIRD PARTY.
LANDLORD SHALL COOPERATE WITH TENANT IN
OBTAINING ALL NECESSARY APPROVALS FOR SUCH CAPITAL ADDITION, AT NO COST OR
EXPENSE TO LANDLORD.
(II)
IF TENANT OBTAINS ANY CONSTRUCTION, PERMANENT OR OTHER FINANCING
IN CONNECTION WITH ANY CAPITAL ADDITION, SUCH FINANCING MAY BE SECURED BY
TENANT'S LEASEHOLD INTERESTS IN THIS LEASE AGREEMENT AND THE GROUND LEASE
AGREEMENT AND BY TENANT'S LEASEHOLD INTEREST IN THE LEASED PROPERTY AND THE LAND
AND/OR THE CAPITAL ADDITION, PROVIDED THAT TENANT MAY NOT FINANCE ANY CAPITAL
ADDITION WITH ANY SUCH LIEN OR ENCUMBRANCE