location of such Development Property (and whether such Development
Property is located within a medical campus owned by GHS as of the date hereof
(an "On-Campus Development Property") or offsite of any existing campus owned by
GHS as of the date hereof (each, an "Off-Campus Development Property");
(iii) whether GHS desires for REIT to fund the development and/or acquisition of
the Development Property upon completion; and (iv) if GHS has indicated that
they would structure the transaction as a transfer, whether GHS prefers to sell
or ground lease such Development Property to REIT. For purposes of this
Agreement, "Outside Funding" shall mean funding for the applicable development
or transfer of a Development Property which comes from sources other than
(A) GHS itself, (B) joint venture relationships with other healthcare providers
or (C) physicians or other tenants of space occupied by GHS.
(b) Conditions for Approval of Funding or Purchase. Should GHS elect for the
REIT to provide funding for development costs (whether as development funds, a
construction loan or the purchase price for the completed Development Property),
all of the following provisions must have been satisfied on or before
,
2011 (the "Term"):
(i) The maximum commitment amounts (whether as development funds, a construction
loan or the purchase price for the completed Development Property) do not
exceed, for each Development Property, the amounts reflected for such
Development Property on Exhibit A hereto;
(ii) The total amount to be funded by REIT pursuant to this Agreement (whether
as development funds, a construction loan or the purchase price for the
completed Development Property) does not exceed $5,500,000 in the aggregate;
(iii) At GHS' election, the applicable Development Property will either be sold
or ground leased to REIT (a) prior to the commencement of construction or
(b) upon completion of development; provided, however, that notwithstanding the
foregoing, (A) each Off-Campus Development Property shall be conveyed to REIT
(whether by fee or a "Development Property Ground Lease" (as hereinafter
defined)) only upon completion of development thereof and (B) with respect to
any On-Campus Development Property, if GHS desires to convey such property to
REIT prior to commencement of construction, then such property shall be conveyed
by a Development Property Ground Lease;
(iv) REIT shall have received evidence satisfactory to REIT that all Development
Properties (once constructed) shall be first class medical office buildings
and/or childcare facilities of a quality consistent with the other buildings
located on or near the applicable campus, and shall be at locations acceptable
to REIT;
(v) GHS (or the applicable affiliate thereof) shall have executed and delivered
mutually acceptable (a) "Development Agreement" (as hereinafter defined), (b)
"Construction Loan Documents" or "Construction Disbursement Documents" (each, as
hereinafter defined), as applicable, (c) "Purchase Agreement" (as hereinafter
defined) or Development Property Ground Lease, as applicable, and (d) a "Master
Lease" (as hereinafter defined). The documents executed pursuant to this clause
(v) shall hereinafter, with respect to any given Development Property, be
referred to herein as the "Development Property Documents".
(vi) REIT shall have