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Exhibit 10.24.8
Added Facilities:
[Apopka,
Florida]
[Clermont,
Florida]
[Morristown,
Tennessee]
[Oak
Ridge, Tennessee]
[Oviedo,
Florida]
SEVENTH AMENDMENT TO AMENDED
AND RESTATED MASTER LEASE
THIS
SEVENTH AMENDMENT TO AMENDED AND RESTATED ED MASTER LEASE
(this "Amendment") is made and entered into as of October 2,
2006 (the "Effective Date"), by and among HEALTH CARE PROPERTY
INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER
HCP, LLC, a Delaware limited liability company ("Westminster
HCP"), TEXAS HCP HOLDING, L.P., a Delaware limited partnership
("Texas HCP"), and HCP AL OF FLORIDA, LLC, a Delaware limited
liability company ("HCP AL") (HCP, Westminster HCP, Texas HCP,
and HCP AL shall be referred to herein, collectively, as their
interests may appear, as "Lessor"), on the one hand, and each
of the Persons whose signatures are affixed hereto and who are
identified on Appendix A attached hereto and
incorporated herein by this reference (collectively, and
jointly and severally, referred to herein as "Lessee"), on the
other hand, with respect to the following:
RECITALS
A. HCP,
Westminster HCP, Texas HCP and HCP AL (collectively, as
their interests
may appear, "Current Lessor"), as "Lessor," and LHAL LLC,
Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port Orange Inc.,
Prince William Inc., Stafford LLC, Voorhees LLC, Westminster
Inc., Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood
LP, New Port Richey LLC, Lakeland LLC, St. Augustine LLC,
Ocala East LLC, Venice LLC, Lakeland Hills LP, Irving LP,
Chestnut Hill LLC, Summerville 9, Carrollwood LLC, Gainesville
LLC and Fox Run LLC (each as described on Appendix A
attached hereto) (collectively, and jointly and severally,
"Current Lessee"), as "Lessee", are parties to that certain
Amended and Restated Master Lease dated as of April 20, 2005
(the "Original Master Lease"), as amended by that certain
First Amendment to Amended and Restated Master Lease dated as
of September 1, 2005 (the "First Amendment"), that certain
Second Amendment to Amended and Restated Master Lease dated
effective as of December 22, 2005 (the "Second Amendment"),
that certain Third Amendment to Amended and Restated Master
Lease dated as of January 31, 2006 (the "Third Amendment"),
that certain Fourth Amendment to Amended and Restated Master
Lease and Consolidation and Restatement of Beckett Lake
Facility Master Lease dated as of May 31, 2006 (the "Fourth
Amendment"), that certain Fifth Amendment to Amended and
Restated Master Lease dated as of June 1, 2006 (the "Fifth
Amendment") and that certain Sixth Amendment to Amended and
Restated Master Lease dated as of August 1,
2006 (the "Sixth Amendment," and together with the First
Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment, and the Fifth Amendment the "Amendments"),
covering the Leased Property of twenty-six (26) mixed skilled
nursing and assisted living care Facilities located in
California, Connecticut, Florida, Maryland, New Jersey, Ohio,
Texas and Virginia. The Original Master Lease, as amended by
the Amendments, shall hereinafter be referred to,
collectively, as the "Master Lease." All capitalized terms
used in this Amendment and not otherwise defined or modified
herein shall have the meanings assigned to such terms in the
Master Lease.
B.
Pursuant
to the terms of that certain Guaranty of Obligations dated as of
April 20, 2005 (as the same has been or may hereafter be amended or
reaffirmed from time to time in writing, the "Guaranty"), made by
Summerville Senior Living, Inc., a Delaware corporation
("Guarantor") in favor of Current Lessor, Guarantor guaranteed the
obligations of Current Lessee under the Master Lease, all as more
particularly described therein.
C.
HCP,
as Buyer, and Guarantor, as Seller, have entered into to that
certain Contract of Acquisition, dated as of October 1, 2006 (as
the same may be amended or modified in accordance with the terms
thereof, the "Group 10 Facilities Contract of Acquisition"),
pursuant to which HCP is, subject to the provisions of Section 3
below, purchasing and acquiring from Guarantor (or pursuant to
which Guarantor is causing to be transferred and conveyed to HCP
(or an EAT, as defined and further provided for in Section 3 below)
on and effective as of the Effective Date, the
following:
(i)
the
real property located in Apopka, Florida and more particularly
described on Exhibit A-27 attached hereto, together with all
improvements and fixtures thereon, related rights and certain
Personal Property relating thereto (the "Apopka
Facility");
(ii)
the
real property located in Clermont, Florida and more particularly
described on Exhibit A-28 attached hereto, together with all
improvements and fixtures thereon, related rights and certain
Personal Property relating thereto (the "Clermont
Facility");
(iii)
the
real property located in Morristown, Tennessee and more
particularly described on Exhibit A-29 attached hereto,
together with all improvements and fixtures thereon, related rights
and certain Personal Property relating thereto (the "Morristown
Facility");
(iv)
the
real property located in Oak Ridge, Tennessee and more particularly
described on Exhibit A-30 attached hereto, together with all
improvements and fixtures thereon, related rights and certain
Personal Property relating thereto (the "Oak Ridge Facility");
and
(v) the
real property located in Oviedo, Florida and more
particularly described
on Exhibit A-31 attached hereto, together with all
improvements and fixtures thereon, related rights and certain
Personal Property relating thereto (the "Oviedo
Facility").
The
Apopka Facility, the Clermont Facility, the Morristown
Facility, the Oak Ridge Facility and Oviedo Facility are
sometimes referred to herein, individually, as a "Group 10
Facility," and collectively, as the "Group 10
Facilities."
D.
Effective
immediately upon the Effective Date and the Closing Date (as
defined in the Group 10 Facilities Contract of Acquisition), Lessor
desires to add to the Leased Property and lease to Lessee, and
Lessee desires to lease from Lessor, the Group 10 Facilities, and
each of them, upon the terms and conditions set forth in the Master
Lease, as amended by this Amendment.
E.
Lessor
and Lessee desire to enter into this Amendment to effectuate the
matters set forth in the above Recitals, all as more particularly
described herein.
AMENDMENT
NOW
THEREFORE, in consideration of the foregoing Recitals and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and
Lessee hereby agree as follows:
1.
Leasing. Lessor hereby leases to Lessee and Lessee hereby
leases from Lessor, the Leased Property of each of the Group 10
Facilities upon all of the terms and conditions set forth in the
Master Lease, as amended by this Amendment. All references herein
and in the Master Lease to a "Facility" or "Facilities" shall mean
each Facility (as defined in the Master Lease) together with the
Group 10 Facilities, and each of them.
2.
Joint and Several Liability of Lessee. From and after the
Effective Date, Wekiwa Springs LLC, Oak Park LLC, Lookout Pointe
LLC, Oak Ridge LLC and Oviedo LLC (each as defined on Appendix
A attached hereto) shall (i) be jointly and severally liable
for all of the obligations of the "Lessee" under the Master Lease,
as hereby amended, and (ii) assume jointly and severally with
Current Lessee, all obligations of "Lessee" arising under the
Master Lease, as hereby amended, on, prior to or after the
Effective Date.
3.
1031 Exchange. Lessee acknowledges that HCP may elect
to consummate the
purchase of the Leased Property of one or more of the Group 10
Facilities as a reverse like-kind exchange within the meaning
of Section 1031 of Code (the "Exchange"). If HCP so elects,
HCP may enter into a Qualified Exchange Accommodation
Agreement (the "QEAA") with an "Exchange Accommodation
Titleholder" (an "EAT") as that term is defined in Internal
Revenue Service Revenue Procedure 2000-37, 2000-40 I.R.B. 1
(September 15, 2000) for the purpose of effectuating such
Exchange. In such event, Lessee acknowledges that an EAT,
rather than HCP, shall take title to the Leased Property of
such Group 10 Facility(ies) and shall lease the Leased
Property of each such Group 10 Facility(ies) to HCP pursuant
to a written lease (the "Exchange Lease"); provided, however,
Lessor and Lessee acknowledge and agree that Lessee shall have
no obligations under such Exchange Lease and Lessee's only
duties, covenants, obligations and liabilities shall be those
set forth in the Lease, as hereby amended, and in any other
Transaction Documents to which Lessee is a party. Upon the
completion or the termination of such Exchange (which shall
occur no later than one hundred eighty (180) days after the
Effective Date), HCP or an Affiliate of HCP may elect to
either (a) acquire title to the Leased Property of such Group
10 Facility(ies), terminate the Exchange Lease and continue
the Master Lease, as hereby amended, between and among Lessee,
as "Lessee," and Lessor or certain Affiliates of Lessor, as
"Lessor" (as their interests may appear) or (b) acquire the
equity interests in such EAT, terminate the Exchange Lease and
cause such EAT to join as a "Lessor" under the
Master
Lease,
as hereby amended, for the purposes of continuing the lease of
the Leased Property of each such Group 10 Facility(ies)
pursuant to the terms of the Master Lease, as hereby amended.
In either such event, the termination of the Exchange Lease
shall not result in a termination of the Master Lease, as
hereby amended, with respect to any of the Group 10
Facilities, and in the event that HCP proceeds under clause
(b) above, Lessee shall attorn to and recognize the EAT as a
"Lessor" (as its interests may appear) under the Master Lease,
as hereby amended. The provisions of this Section 3 shall be
self-operative and no further instrument shall be required to
effect the intent and purposes hereof; provided, however, at
the request of HCP, at anytime following a termination of the
Exchange Lease, Lessee shall execute and deliver to Lessor
such written amendment to the Master Lease, as hereby amended,
or other confirmation confirming the same.
4.
Modifications to Terms of the Master Lease. Effective
as of the Effective Date,
the Master Lease shall be amended and supplemented in the
following particulars:
(a)
New Definitions. Except as otherwise expressly provided
or unless the
context otherwise requires, for all purposes of the Master
Lease, as hereby amended, the terms defined in this Section
4(a) shall have the meanings assigned to them as provided
below and shall be added to Article II of the Original Master
Lease (as amended by the Amendments) to read, in their
entireties, as follows:
"Aggregate Costs of the Fox Run Facility/Group 10 Facility
Capital Renovation Project(s): With respect
to the Fox Run Facility and the Group 10 Facilities, the actual
out-of-pocket costs actually incurred by Lessee pursuant to the
provisions of the Master Lease, as hereby amended, in connection
with the Fox Run Facility/Group 10 Facility Capital Facility
Renovation Project(s) for such Facilities, including all costs of
design, construction, installation and obtaining all governmental
approvals and permits with respect to such Fox Run Facility/Group
10 Facility Capital Renovation Project(s) for such Facilities, the
Fox Run Facility/Group 10 Facility Capital Renovation Site Review
Fees for such Facilities and the Fox Run Facility/Group 10 Facility
Capital Renovation Lessor Costs with respect to such
Facilities."
"Apopka Facility: That certain Facility located in Apopka,
Florida."
"Clermont Facility: That certain Facility located in Clermont,
Florida."
"Fox Run Facility/Group 10 Facility Capital Renovation
Project(s): With respect to the Fox Run Facility and the Group
10 Facilities, any capital refurbishment to any or all such
Facilities, the scope, plans and specifications, and a detailed
final cost budget of which is to be mutually agreed upon by Lessor
and Lessee after the Effective Date."
"Fox Run Facility/Group 10 Facility Capital Renovation
Project Allowance: With respect to the Fox
Run Facility and the Group 10 Facilities, a total aggregate
allowance for the Fox Run Facility/Group 10 Facility Capital
Renovation Project(s) equal to the lesser of (i) Eight Hundred
Fifty Thousand and No/100 Dollars ($850,000.00), or (ii) the
Aggregate Costs of the Fox Run Facility/Group 10
Facility
Capital
Renovation Project(s) with respect to such Facilities. The Fox
Run Facility/Group 10 Facility Capital Renovation Project
Allowance shall be allocated to the Fox Run Facility/Group 10
Facility Capital Renovation Project(s) at the Fox Run Facility
and each of the Group 10 Facilities as reasonably determined
by Lessee. Lessee shall deliver to Lessor written confirmation
of such allocation prior to Lessor's disbursement of the Fox
Run Facility/Group 10 Facility Capital Renovation Project
Allowance, or any portion thereof. Notwithstanding anything to
the contrary in the Master Lease, as amended by this
Amendment, the portion of the Fox Run Facility/Group 10
Facility Capital Renovation Project Allowance allocated to the
Fox Run Facility and each Group 10 Facility shall not count
towards the Annual Minimum Capital Project Amount with respect
to each such Facility, and Lessee's expenditure and
reimbursement, if any, of all or a portion of the Fox Run
Facility/Group 10 Facility Capital Renovation Project
Allowance shall be in addition to the Annual Minimum Capital
Project Amount with respect to each such
Facility."
"Fox Run Facility/Group 10 Facility Capital Renovation Project
Allowance Lease Rate: A percentage equal to the greater of
(a) the average of the ten-year U.S. Treasury Note rate published
in the Wall
Street Journal for each of the five (5) Business Days
prior to that date which is two (2) Business Days prior to the
Group 10 Facility Closing Date and quoting the rate as of that date
which is two (2) Business Days prior to the Group 10 Facility
Closing Date, plus Three and Thirty Hundredths Percent (3.30%) and
(b) Eight and One-Half Percent (8.5%)."
"Fox Run Facility/Group 10 Facility Capital Renovation Site
Review Fees: As defined in Section 5 of this
Amendment."
"Group 10 Facilities Contract of Acquisition: As defined in
Recital C of this Amendment."
"Group 10 Facility(ies): Each of those Facilities identified as
a Group 10 Facility on Exhibit C attached
hereto."
"Group 10 Facility Escalator: An amount equal to Three Percent
(3.0%)."
"Group 10 Facility Partial Lease Year CPI Increase: For
purposes of determining the Group 10 Facility Purchase Price, the
percentage increase, if any, in (i) the Cost of Living Index
published for the month which is two (2) months prior to the date
of closing of Lessee's purchase of the Leased Property of the
applicable GrOup 10 Facility, over (ii) the Cost of Living Index
published for the month which is two (2) months prior to the
commencement of the then current Lease Year in which such closing
occurs."
"Group 10 Facility Purchase Price: With respect to each Group
10 Facility at any given time, the sum of:
(i) the
Allocated Initial Investment with respect to such Group
10 Facility,
as increased each Lease Year from and after the applicable
Restatement Date for such Facility by the greater of (A) the
Fixed Adjustment Factor (cumulative and compounded) for such
Facility (and, as also increased by the Fixed Adjustment
Factor on the date of closing if Lessee's purchase of the
Leased Property of such Facility occurs on any day other than
the first (1 st )
day of a Lease Year with respect to such Facility) or (B) the
applicable CPI Increase (cumulative and compounded) for such
Facility commencing upon the expiration of the first (1
st )
Lease Year with respect to such Facility, and upon the
expiration of each Lease Year thereafter with respect to such
Facility (and, as also increased by the Group 10 Facility
Partial Lease Year CPI Increase on the date of closing if
Lessee's purchase of the Leased Property of such Facility
occurs on any day other than the first (1 st )
day of a Lease Year with respect to such Facility);
plus
(ii) any
Capital Addition Costs paid, funded or accrued by Lessor
with respect
to such Group 10 Facility, as increased from and after the
date of each such payment, funding or accrual by Lessor of any
such Capital Addition Costs by the greater of (A) the Fixed
Adjustment Factor each Lease Year (cumulative and compounded)
for such Facility (and, as also increased by the Fixed
Adjustment Factor on the date of closing if Lessee's purchase
of the Leased Property of such Facility occurs on any day
other than the first (1 st )
day of a Lease Year with respect to such Facility) or (B) the
applicable CPI Increase (cumulative and compounded) for such
Facility commencing upon the expiration of the first (1
st )
Lease Year with respect to such Facility, and upon the
expiration of each Lease Year thereafter with respect to such
Facility (and, as also increased by the Group 10 Facility
Partial Lease Year CPI Increase on the date of closing if
Lessee's purchase of the Leased Property of such Facility
occurs on any day other than the first (1 St )
day of a Lease Year with respect to such
Facility).
For
purposes of this definition of "Group 10 Facility Purchase
Price," "Fixed Adjustment Factor" shall mean Three Percent
(3%); provided, however, that if the closing of Lessee's
purchase of the Leased Property of the applicable Group 10
Facility occurs on a date other than the first (1 st )
day of a Lease Year with respect to such Facility, then such
"Fixed Adjustment Factor" as of the date of such closing shall
mean Three Percent (3%) times a fraction, the numerator of
which equals the number of days elapsed in the Lease Year in
which such closing occurs, and the denominator of which is
three hundred sixty (360)."
"Group 10 Facility Put Event Price: With respect to any Group
10 Facility at any given time, the sum of (i) the Minimum
Repurchase Price for such Facility, plus (ii) an
amount which, upon the closing, equals an annually compounded
return equal to the applicable Group 10 Facility Escalator per year
on (A) the Allocated Initial Investment for such Facility accruing
from and after the applicable Restatement Date for such Facility
and (B) any Capital Addition Costs funded by Lessor for such
Facility accruing from and after the date of funding; provided,
however, that if the closing of Lessee's purchase of the Leased
Property of the applicable Group 10 Facility occurs on a date other
than the first (1 st )
day of
a Lease Year with respect to such Facility, then for purposes of
determining the annually compounded return applicable for the Lease
Year in which such closing occurs, the Group 10 Facility Escalator
shall be an amount equal to Three Percent (3.0%) times a fraction,
the numerator of which equals the number of days elapsed in the
Lease Year in which such closing occurs, and the denominator of
which is three hundred sixty (360)."
"Morristown Facility: That certain Facility located in
Morristown, Tennessee."
"Oak Ridge Facility: That certain Facility located in Oak
Ridge, Tennessee."
"Oviedo Facility: That certain Facility located in Oviedo,
Florida."
(b)
Supplemented Definitions. The following definitions
appearing in Article
II of the Original Master Lease (as amended by the Amendments)
shall be supplemented as follows:
Annual Minimum Capital Project Amount: With respect to each
Group 10 Facility, during each Lease Year with respect to such
Group 10 Facility, the following amounts:
(i)
With
respect to the Apopka Facility, $27,200.00;
(ii)
With
respect to the Clermont Facility, $24,400.00;
(iii)
With
respect to the Morristown Facility, $22,400.00;
(iv)
With
respect to the Oak Ridge Facility, $30,400.00;
(v)
With respect to the
Oviedo Facility, $26,400.00.
Notwithstanding
the foregoing, Lessor and Lessee acknowledge that the initial
Annual Minimum Capital Project Amount for each Group 10
Facility represents an amount equal to (A) the number of
licensed units located at such Group 10 Facility
times (B) Four Hundred Dollars ($400.00).
In the event that the number of licensed units for any Group
10 Facility is increased or decreased in accordance with the
terms of the Master Lease, as hereby amended, the Annual
Minimum Capital Project Amount for such Group 10 Facility
shall be increased, or decreased, as applicable, by an amount
equal to (1) the number of such licensed units increased or
decreased at such Group 10 Facility times (2) Four
Hundred Dollars ($400.00).
Annual Minimum Capital Project Amount Overage: With respect to
each Group 10 Facility for any Lease Year, an amount equal to (a)
the sum of (i) the Capital Project Costs incurred and paid by
Lessee in funding Capital Projects for such Group 10 Facility in
the immediately preceding two (2) Lease Years and for which Lessor
has received paid invoices, receipts or other commercially
reasonable evidence or supporting information as is customary to
evidence such expenditures, verifying the cost and payment of
funding such Capital Projects, and an Officer's Certificate
certifying that the applicable item(s) of Capital Projects have
been completed, less (ii) the amounts disbursed by Lessor to Lessee
from any Replacement Reserve on account of such Capital Projects to
such Group 10 Facility in accordance with the terms of Section
9.3.1 of the Master Lease, as hereby amended, in excess of (b) the
Annual Minimum Capital Project Amount for such Group 10 Facility
for such prior two (2) Lease Year period.
Capital Additions. With respect to the Fox Run Facility and
each of the Group 10 Facilities, each applicable Fox Run
Facility/Group 10 Facility Capital Renovation Project shall at all
times be deemed a Capital Addition for purposes of the Master
Lease, as hereby amended, for such Facility.
Capital Addition Costs. With respect to the Fox Run Facility
and each of the Group 10 Facilities, each applicable portion of the
Fox Run Facility/Group 10 Facility Capital Renovation Project
Allowance allocated to each such Facility as provided for herein
shall be treated for all purposes as Capital Addition Costs
financed and paid for by Lessor under the Master Lease, as hereby
amended, for such Facility.
Deed: With respect to each Group 10 Facility, "Deed" as defined
in the Group 10 Facilities Contract of Acquisition.
Fair Market Rental: With respect to each Group 10 Facility, the
definition of Fair Market Rental applicable to the Group 2
Facilities, the Group 3 Facilities, the Group 4 Facilities, the
Group 5 Facilities, the Chestnut Hill Facility, the Beckett Lake
Facility, the Group 8 Facilities and the Fox Run Facility but in
each instance relating to such Group 10 Facility.
Lease Year: With respect to each Group 10 Facility, the first
Lease Year for such Group 10 Facility shall be the period
commencing on the applicable Restatement Date with respect to such
Group 10 Facility and ending August 31, 2007, and each subsequent
Lease Year for any Group 10 Facility shall be each period of twelve
(12) full calendar months after the last day of the prior Lease
Year; provided, however, that the last Lease Year for each Group 10
Facility during the Term may be a period of less than twelve (12)
full calendar months and shall end on the last day of the Term for
such Facility.
Restatement Date: With respect to each Group 10 Facility, the
Effective Date of this Amendment, which shall also be the
commencement date of the Master Lease, as hereby amended, with
respect to each such Group 10 Facility.
Transaction Documents: The meaning given to such term in the
Original Master Lease (as amended by the Amendments), together with
this Amendment and the Group 10 Facilities Contract of
Acquisition.
(c)
Definition of Lessee. The definition of "Lessee" appearing in
Article II of the Original Master Lease (as amended and restated
pursuant to the Amendments) shall be further amended and restated
to have the meaning given to such term in the preamble of this
Amendment.
(d)
Amendment to Letter of Credit Amount. From and after the
Effective Date hereof, the percentage "6.1%" appearing in the
definition of "Letter of Credit Amount" in Article II of the
Original Master Lease (as amended and restated pursuant to the
Amendments) shall read "5.4%."
(e)
Leased Property; Term. The phrase "Group 3 Facilities, the
Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill
Facility, the Group 8 Facilities and the Fox Run Facility, the
applicable Restatement Date" appearing in the last paragraph of
Article I of the Original Master Lease (as amended by the
Amendments) is hereby amended to read "Group 3 Facilities, the
Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill
Facility, the Group 8 Facilities, the Fox Run Facility and the
Group 10 Facilities, the applicable Restatement Date."
(f)
Minimum Rent for the Group 10 Facilities. With respect to each
Group 10 Facility:
(i)
Subject
to the upward adjustments as provided in clause (ii) below, for the
period from the Effective Date through the expiration of the first
(1 st )
Lease
Year with respect to such Group 10 Facility, Lessee shall pay to
Lessor as monthly "Allocated Minimum Rent" for such Group 10
Facility at the times and in the manner provided in Section 3.1 of
the Master Lease, as hereby amended, the amount allocated to and
set forth or determined pursuant to the formula opposite such Group
10 Facility on Exhibit C to the Master Lease, as hereby
amended. The first monthly payment of Allocated Minimum Rent for
each such Group 10 Facility shall be payable on the Effective Date
(prorated as to any partial calendar month at the beginning of the
Term with respect to each such Facility).
(ii)
The
Allocated Minimum Rent with respect to each Group 10 Facility shall
be increased automatically upon the date of disbursement (if any)
of the portion of the Fox Run Facility/Group 10 Facility Capital
Renovation Project Allowance allocated to such Facility, to be
equal to the sum of (1) the monthly Allocated Minimum Rent in
effect immediately prior to such disbursement date, plus (2)
that amount equal to one-twelfth (1/12 th ) of the
product of (x) the portion of the Fox Run Facility/Group 10
Facility Capital Renovation Project Allowance allocated to such
Facility, times (y) the Fox Run Facility/Group 10 Facility
Capital Renovation Project Allowance Lease Rate. Such monthly
Allocated Minimum Rent as so increased for such Facility shall
remain in effect for the balance of the then current Lease Year
with respect to such Facility. To the extent such increase does not
occur on the first (1 st )
day of
a calendar month, then such increase for the applicable month in
which the same occurs shall be prorated for such
month.
(iii)
Subject
to upward adjustments as provided in clause (ii) above, commencing
upon the expiration of the first (1 st )
Lease
Year for each Group 10 Facility and upon the expiration of each
Lease Year thereafter during the Fixed Term for such Group 10
Facility, the then current monthly Allocated Minimum Rent for such
Group 10 Facility for such Lease Year shall be increased by an
amount equal to the Group 10 Facility Escalator.
(iv)
For
the first (1 st )
Lease
Year of each Extended Term for each Group 10 Facility, if any, the
monthly Allocated
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