ex10_461.htm


    
      

    

    Exhibit
      10.46.1

     

    MASTER
      LEASE AGREEMENT - BRIGHTON

     

    BY

     

    VENTAS
      BRIGHTON, LLC,

     

    AS
      LANDLORD

     

    AND

     

    SUMMERVILLE
      6 LLC

     

    AS
      TENANT

     

     

     

    DATED
      AS OF AUGUST 1, 2005

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	
              1

            	
              Leased
                Property; Term; Joint and Several Liability; Limitation on
                Rights.

            	
              1

            
	 	
              1.1

            	
              Leased
                Property

            	
              1

            
	 	
              1.2

            	
              Term

            	
              2

            
	 	
              1.3

            	
              Joint
                and Several Liability; Limitation on Rights

            	
              2

            
	 	
              1.4

            	
              Medicare;
                Medicaid; CON

            	
              2

            
	
              2

            	
              Definitions 

            	
              3

            
	
              3

            	
              Rent. 

            	
              3

            
	 	
              3.1

            	
              Fixed
                Rent

            	
              3

            
	 	
              3.2

            	
              Additional
                Rent

            	
              5

            
	 	
              3.3

            	
              Escrow
                Deposits

            	
              6

            
	 	
              3.4

            	
              Security
                Deposit.

            	
              8

            
	 	
              3.5

            	
              Net
                Lease

            	
              10

            
	
              4

            	
              Impositions 

            	
              11

            
	 	
              4.1

            	
              Payment
                of Impositions

            	
              11

            
	 	
              4.2

            	
              Notice
                of Impositions

            	
              11

            
	 	
              4.3

            	
              Adjustment
                of Impositions

            	
              11

            
	
              5

            	
              No
                Affect or Impairment, etc

            	
              11

            
	
              6

            	
              Premises;
                Tenant’s Personal Property.

            	
              12

            
	 	
              6.1

            	
              Ownership
                of the Premises

            	
              12

            
	 	
              6.2

            	
              Tenant’s
                Personal Property

            	
              12

            
	 	
              6.3

            	
              Landlord’s
                Personal Property

            	
              13

            
	
              7

            	
              Condition
                and Use of Each Leased Property.

            	
              13

            
	 	
              7.1

            	
              Condition
                of Each Leased Property

            	
              13

            
	 	
              7.2

            	
              Use
                of Each Leased Property.

            	
              13

            
	 	
              7.3

            	
              Authorization
                Collateral

            	
              14

            
	 	
              7.4

            	
              Granting
                of Easements, etc

            	
              14

            
	
              8

            	
              Negative
                and Affirmative Covenants of Tenant.

            	
              15

            
	 	
              8.1

            	
              Negative
                Covenants

            	
              15

            
	 	
              8.2

            	
              Affirmative
                Covenants

            	
              18

            
	 	
              8.3

            	
              Authorization
                Non-Compliance

            	
              21

            
	 	
              8.4

            	
              Financing

            	
              21

            
	
              9

            	
              Maintenance
                of Facilities.

            	
              21

            
	 	
              9.1

            	
              Maintenance
                and Repair.

            	
              21

            
	 	
              9.2

            	
              Encroachments

            	
              23

            
	
              10

            	
              Tenant’s
                Representations and Warranties

            	
              23

            
	 	
              10.1

            	
              Organization
                and Good Standing

            	
              23

            
	 	
              10.2

            	
              Power
                and Authority

            	
              23

            


    

    


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.3

            	
              Enforceability

            	
              24

            
	 	
              10.4

            	
              Consents

            	
              24

            
	 	
              10.5

            	
              No
                Violation

            	
              24

            
	 	
              10.6

            	
              Reports
                and Statements

            	
              24

            
	 	
              10.7

            	
              No
                Default

            	
              24

            
	 	
              10.8

            	
              Adverse
                Matters

            	
              24

            
	 	
              10.9

            	
              Certification

            	
              24

            
	 	
              10.10

            	
              No
                Reimbursement Audits or Appeals

            	
              24

            
	 	
              10.11

            	
              No
                Recoupments Efforts

            	
              25

            
	 	
              10.12

            	
              Professional
                Liability Reserves

            	
              25

            
	 	
              10.13

            	
              Primary
                Intended Use

            	
              25

            
	 	
              10.14

            	
              Compliance
                with Laws

            	
              25

            
	 	
              10.15

            	
              Ownership
                of Authorizations

            	
              25

            
	 	
              10.16

            	
              Third
                Party Payor Programs

            	
              25

            
	
              11

            	
              Alterations 

            	
              25

            
	 	
              11.1

            	
              Alterations

            	
              25

            
	 	
              11.2

            	
              Construction
                Requirements for all Alterations

            	
              26

            
	 	
              11.3

            	
              Capital
                Expenditures Account.

            	
              27

            
	 	
              11.4

            	
              Annual
                Capital Expenditure Budget

            	
              30

            
	
              12

            	
              Liens 

            	
              31

            
	
              13

            	
              Permitted
                Contests

            	
              31

            
	
              14

            	
              Insurance. 

            	
              32

            
	 	
              14.1

            	
              General
                Insurance Requirements

            	
              32

            
	 	
              14.2

            	
              Policies;
                Certificates

            	
              34

            
	 	
              14.3

            	
              Blanket
                and Loss Limit Policies

            	
              34

            
	 	
              14.4

            	
              Additional
                Insured; No Separate Insurance

            	
              34

            
	 	
              14.5

            	
              Policy
                Requirements

            	
              34

            
	 	
              14.6

            	
              Evidence
                of Compliance

            	
              35

            
	 	
              14.7

            	
              Foreclosure;
                Transfer

            	
              35

            
	 	
              14.8

            	
              Insurance
                Company

            	
              35

            
	 	
              14.9

            	
              Terrorism

            	
              35

            
	
              15

            	
              Damage
                and Destruction

            	
              36

            
	 	
              15.1

            	
              Notice
                of Casualty

            	
              36

            
	 	
              15.2

            	
              Substantial
                Destruction

            	
              36

            
	 	
              15.3

            	
              Partial
                Destruction

            	
              36

            
	 	
              15.4

            	
              Restoration.

            	
              37

            
	 	
              15.5

            	
              Disbursement
                of Insurance Proceeds

            	
              37

            
	 	
              15.6

            	
              Insufficient
                Proceeds/Risk of Loss

            	
              38

            
	 	
              15.7

            	
              Excess
                Proceeds

            	
              38

            
	 	
              15.8

            	
              Landlord’s
                Inspection

            	
              38

            
	 	
              15.9

            	
              Not
                Trust Funds

            	
              38

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              15.10

            	
              Waiver

            	
              39

            
	 	
              15.11

            	
              Facility
                Mortgagee

            	
              39

            
	
              16

            	
              Condemnation. 

            	
              39

            
	 	
              16.1

            	
              Parties’
                Rights and Obligations

            	
              39

            
	 	
              16.2

            	
              Total
                Taking

            	
              39

            
	 	
              16.3

            	
              Partial
                Taking

            	
              39

            
	 	
              16.4

            	
              Restoration

            	
              40

            
	 	
              16.5

            	
              Temporary
                Taking

            	
              40

            
	
              17

            	
              Default 

            	
              40

            
	 	
              17.1

            	
              Events
                of Default

            	
              40

            
	 	
              17.2

            	
              Remedy
                Election

            	
              43

            
	 	
              17.3

            	
              Certain
                Remedies

            	
              44

            
	 	
              17.4

            	
              Damages

            	
              44

            
	 	
              17.5

            	
              Waiver;
                Mitigation

            	
              45

            
	 	
              17.6

            	
              Application
                of Funds

            	
              45

            
	 	
              17.7

            	
              Nature
                of Remedies

            	
              45

            
	 	
              17.8

            	
              No
                Mediation or Arbitration

            	
              46

            
	 	
              17.9

            	
              Deletion
                of Properties

            	
              46

            
	
              18

            	
              Landlord’s
                Right to Cure Tenant’s Default

            	
              47

            
	
              19

            	
              Holding
                Over 

            	
              47

            
	
              20

            	
              Subordination. 

            	
              48

            
	 	
              20.1

            	
              Subordination

            	
              48

            
	 	
              20.2

            	
              Attornment

            	
              48

            
	 	
              20.3

            	
              Mortgagee
                Cure Rights

            	
              49

            
	 	
              20.4

            	
              Modifications

            	
              49

            
	
              21

            	
              Property
                and Accounts Collateral.

            	
              49

            
	 	
              21.1

            	
              Landlord’s
                Security Interest

            	
              49

            
	 	
              21.2

            	
              Accounts
                Receivable Financing

            	
              50

            
	
              22

            	
              Risk
                of Loss 

            	
              51

            
	
              23

            	
              Indemnification 

            	
              51

            
	
              24

            	
              Assignment;
                Sublease.

            	
              52

            
	 	
              24.1

            	
              Assignment;
                Sublease.

            	
              52

            
	 	
              24.2

            	
              Attornment

            	
              55

            
	 	
              24.3

            	
              Sublease
                Limitation

            	
              55

            
	 	
              24.4

            	
              Release

            	
              55

            
	
              25

            	
              Financial
                Statements and Reporting.

            	
              56

            
	 	
              25.1

            	
              Maintenance
                of Books and Records

            	
              56

            
	 	
              25.2

            	
              Annual
                Financial Information

            	
              56

            
	 	
              25.3

            	
              Quarterly
                Financial Information

            	
              56

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              25.4

            	
              Certifications
                of Compliance

            	
              57

            
	 	
              25.5

            	
              Annual
                Budgets

            	
              57

            
	 	
              25.6

            	
              Monthly
                Financial Information

            	
              57

            
	 	
              25.7

            	
              Authorizations

            	
              57

            
	 	
              25.8

            	
              Actuarial
                Reports

            	
              58

            
	 	
              25.9

            	
              Notices/Inspection
                Reports from Governmental Authorities

            	
              58

            
	 	
              25.10

            	
              Financial
                Statements of Guarantor

            	
              58

            
	 	
              25.11

            	
              Estoppel
                Certificates

            	
              58

            
	 	
              25.12

            	
              Supplemental
                Information

            	
              58

            
	 	
              25.13

            	
              Quarterly
                Meetings; Facility Level Meetings and Reviews

            	
              58

            
	 	
              25.14

            	
              Format

            	
              59

            
	
              26

            	
              Landlord’s
                Right to Inspect

            	
              59

            
	
              27

            	
              No
                Waiver 

            	
              59

            
	
              28

            	
              Single
                Lease 

            	
              59

            
	
              29

            	
              Acceptance
                of Surrender

            	
              60

            
	
              30

            	
              No
                Merger of Title

            	
              60

            
	
              31

            	
              Conveyance
                by Landlord

            	
              60

            
	
              32

            	
              Quiet
                Enjoyment

            	
              61

            
	
              33

            	
              Notices

            	 	
              61

            
	
              34

            	
              General
                REIT Provisions

            	
              62

            
	
              35

            	
              Transfer
                of Tenant’s Personal Property

            	
              62

            
	
              36

            	
              Compliance
                With Environmental Laws.

            	
              63

            
	 	
              36.1

            	
              Hazardous
                Substances

            	
              63

            
	 	
              36.2

            	
              Remediation;
                Notification

            	
              63

            
	 	
              36.3

            	
              Indemnity

            	
              64

            
	 	
              36.4

            	
              Environmental
                Inspection

            	
              64

            
	 	
              36.5

            	
              Removal

            	
              64

            
	
              37

            	
              Operational
                Transfer.

            	
              64

            
	 	
              37.1

            	
              Exercise;
                Transfer of Authorizations.

            	
              64

            
	 	
              37.2

            	
              Reasonable
                Assistance

            	
              66

            
	 	
              37.3

            	
              Facility
                Termination; Limited Term Contraction Right;

            	 
	 	 	
              Limited
                Extended Operation by Tenant.

            	
              66

            
	 	
              37.4

            	
              Use
                of Tenant’s Names

            	
              68

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              38

            	
              Non-Recourse 

            	
              68

            
	
              39

            	
              Combination
                of Leases

            	
              68

            
	 	
              39.1

            	
              Section
                39 Lease

            	
              69

            
	 	
              39.2

            	
              Additional
                Properties

            	
              69

            
	 	
              39.3

            	
              Combination
                Lease

            	
              70

            
	 	
              39.4

            	
              Section
                39 Date

            	
              70

            
	 	
              39.5

            	
              Additional
                Actions

            	
              70

            
	
              40

            	
              New
                Lease 

            	
              70

            
	 	
              40.1

            	
              New
                Lease Terms

            	
              70

            
	 	
              40.2

            	
              Amendments
                to this Lease

            	
              72

            
	 	
              40.3

            	
              Effective
                Date

            	
              72

            
	 	
              40.4

            	
              Other
                Undertakings

            	
              72

            
	
              41

            	
              Intentionally
                omitted.

            	
              73

            
	
              42

            	
              Miscellaneous. 

            	
              73

            
	 	
              42.1

            	
              Survival

            	
              73

            
	 	
              42.2

            	
              Non-Business
                Day Payments

            	
              73

            
	 	
              42.3

            	
              Brokers

            	
              73

            
	 	
              42.4

            	
              Headings

            	
              73

            
	 	
              42.5

            	
              Counterparts

            	
              73

            
	 	
              42.6

            	
              Integration;
                Modification; Interpretation

            	
              73

            
	 	
              42.7

            	
              Time
                of Essence

            	
              74

            
	 	
              42.8

            	
              Force
                Majeure

            	
              74

            
	 	
              42.9

            	
              Severability;
                Maximum Rate

            	
              74

            
	 	
              42.1

            	
              Governing
                Law; Venue

            	
              74

            
	 	
              42.11

            	
              Waiver
                of Trial by Jury

            	
              74

            
	 	
              42.12

            	
              Waivers;
                Forbearance

            	
              75

            
	 	
              42.13

            	
              Binding
                Character

            	
              75

            
	
              43

            	
              Renewal
                Options.

            	
              75

            
	 	
              43.1

            	
              Exercise
                of Renewal Options

            	
              75

            
	 	
              43.2

            	
              Renewal
                Terms

            	
              75

            
	 	
              43.3

            	
              Fair
                Market Rental Determination

            	
              75

            
	 	
              43.4

            	
              Extended
                Period Tenant’s Proportionate Shares

            	
              76

            
	 	
              43.5

            	
              Other
                Leases

            	
              76

            
	
              44

            	
              Right
                of First Offer

            	
              76

            
	
              45

            	
              Special
                Purpose Entity Obligations

            	
              78

            
	
              46

            	
              Memorandums
                of Lease

            	
              78

            
	
              47

            	
              Confidentiality. 

            	
              78

            
	 	
              47.1

            	
              Confidentiality

            	
              78

            
	 	
              47.2

            	
              Permitted
                Disclosures

            	
              78

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              47.3

            	
              Information

            	
              79

            
	 	
              47.4

            	
              Excluded
                Information

            	
              80

            
	 	
              47.5

            	
              Injunctive
                Relief

            	
              80

            
	 	
              47.6

            	
              Suspension
                Period

            	
              80

            
	 	
              47.7

            	
              Disclosure
                Notice

            	
              80

            
	
              48

            	
              Restrictive
                Covenant

            	
              80

            
	
              49

            	
              Intentionally
                omitted.

            	
              81

            
	
              50

            	
              Financing

            	 	
              81

            
	 	
              50.1

            	
              Reserve
                Payments

            	
              81

            
	 	
              50.2

            	
              Reserve
                Disbursements

            	
              81

            
	 	
              50.3

            	
              Termination
                of Financing

            	
              81

            


    

     

    
      	 	
              LIST
                OF SCHEDULES AND EXHIBITS

            	 
	 	
              Schedule
                1

            	
              -

            	
              Primary
                Intended Use

            	 
	 	
              Schedule
                2

            	
              -

            	
              Tenant’s
                Proportionate Shares

            	 
	 	
              Schedule
                3.1.1

            	
              -

            	
              Wiring
                Instructions

            	 
	 	
              Schedule
                7.3

            	
              -

            	
              Authorization
                Collateral

            	 
	 	
              Schedule
                10.4

            	
              -

            	
              Consent

            	 
	 	
              Schedule
                10.8

            	
              -

            	
              Adverse
                Matters

            	 
	 	
              Schedule
                11.3.1

            	
              -

            	
              Section
                11.3.1 Example

            	 
	 	
              Schedule
                17.1.13     

            	
              -    
                

            	
              Licensed
                Beds

            	 
	 	
              Exhibit
                A

            	
              -

            	
              Addresses
                of the Leased Properties

            	 
	 	
              Exhibit
                A-1

            	
              -

            	
              Legal
                Descriptions to the Land

            	 
	 	
              Exhibit
                B

            	
              -

            	
              Definitions

            	 
	 	
              Exhibit
                C

            	
              -

            	
              Base
                Year Patient Revenues

            	 
	 	
              Exhibit
                D

            	
              -

            	
              Officer’s
                Certificate

            	 
	 	
              Exhibit
                E

            	
              -

            	
              Estoppel
                Certificates

            	 
	 	
              Exhibit
                F

            	
              -

            	
              Subordination
                of Management Agreement

            	 
	 	
              Exhibit
                G

            	
              -

            	
              Appraisals

            	 
	 	
              Exhibit
                H

            	
              -

            	
              Restrictive
                Covenant

            	 
	 	
              Exhibit
                I

            	
              -

            	
              Special
                Purpose Entity Obligations

            	 
	 	
              Exhibit
                J

            	
              -

            	
              Lease
                Guaranty

            	 


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    MASTER
      LEASE AGREEMENT –
BRIGHTON

     

    This
      MASTER LEASE AGREEMENT –
BRIGHTON (this agreement, as
      it may be amended, renewed, supplemented,
      extended or replaced by the parties hereto from time to time, this “Lease”) is made and entered
      into as of August 1, 2005 (the “Commencement Date”), between
VENTAS
      BRIGHTON, LLC, a
      Delaware limited liability company (together with its successors and assigns,
      “Landlord”), and SUMMERVILLE
      6 LLC, a Delaware
      limited liability company (as the same may be modified (including the addition
      of other tenants) from time to time pursuant to Section 17, Section 39 or
Section
      40 of this Lease
      and together with permitted successors and assigns, individually and
      collectively, “Tenant”).

     

    RECITALS:

     

    WHEREAS,
Landlord
      owns the
      real property described by the common address set forth on Exhibit A attached hereto and
      legally described in Exhibit
      A-1 attached hereto; and

     

    WHEREAS,
Landlord
      desires to
      lease the Premises (as hereinafter defined) to Tenant, and Tenant desires to
      lease the Premises from Landlord; and

     

    WHEREAS,
Landlord
      acquired the
      Premises concurrent with entering into this Lease;

    and

     

    WHEREAS,
Tenant’s
      obligations
      under this Lease may be guaranteed pursuant to a certain Guaranty of Lease
      (as
      amended, renewed, supplemented, extended or replaced from time to time, the
      “Lease Guaranty”) made
      by Summerville Senior Living, Inc. (together with its permitted successors
      and
      assigns, the “Guarantor”).

     

    NOW,
      THEREFORE, Landlord and
      Tenant hereby agree upon the leasing and demising of the Premises by Landlord
      to
      Tenant, upon the terms and conditions of this Lease.

     

    1.             Leased
      Property; Term; Joint
      and Several Liability; Limitation on Rights.

     

     1.1          Leased
      Property.
Effective as of the Commencement Date, upon and subject to Section 1.3
below
      and to the
      other terms and conditions hereinafter set forth, Landlord hereby leases to
      Tenant, and Tenant hereby leases from Landlord, all of the
      following:

     

    1.1.1     
       Land. The parcels of land more particularly described in Exhibit A-1 attached hereto,
      together with all easements and interests appurtenant thereto (collectively,
      the
“Land”; each parcel of
      Land described in such Exhibit
      A-1, as amended from time to time, together with such appurtenances with
      respect to such parcel, being referred to herein as a “Leased Land”);

     

    1.1.2      
      Leased
      Improvements.
All buildings, structures, Fixtures (as hereinafter defined)
      and
      other improvements of every kind, including, but not limited to, alleyways,
      sidewalks, utility pipes, conduits and lines, parking areas and roadways
      appurtenant to such buildings and structures situated upon the Land as of the
      date hereof and Alterations upon the Land (collectively, the “Leased
      Improvements”);

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    1.1.3       
      Intangible
      Property.
The interest, if any, of Landlord in and to any of the following
      intangible property owned by Landlord in connection with the Land and the Leased
      Improvements (collectively, the “Intangibles”): (i) to the
      extent assignable or transferable, the interest, if any, of Landlord in and
      to
      each and every guaranty and warranty concerning the Leased Improvements,
      including, without limitation, any roofing, air conditioning, heating, elevator
      and other guaranty or warranty relating to the construction, maintenance or
      repair of the Leased Improvements or any portion thereof; and (ii) the interest,
      if any, of Landlord in and to all Authorizations to the extent the same can
      be
      assigned or transferred in accordance with applicable law; and

     

    1.1.4      
       Landlord’s
      Personal
      Property. All tangible personal property owned by Landlord and
      located at the Land or the Leased Improvements (together with any replacements
      thereof pursuant to Section 6.3
below, “Landlord’s
      Personal Property”).

     

    SUBJECT,
      HOWEVER, to the Permitted Encumbrances (as hereinafter defined).

     

     1.2         
      Term. Landlord hereby leases the Premises to Tenant for (i) an initial
      term (the “Initial Term”)
commencing as of the
      Commencement Date and expiring at midnight on July
      31, 2020 (the “Initial
      Expiration Date”) and (ii) the Extended Terms provided for in Section 43, unless this
      Lease
      is sooner terminated as provided herein. The Initial Term, as extended pursuant
      to Section 43 hereof and
      as revised as to one or more Leased Properties pursuant to any applicable
      Landlord Contraction(s) (as defined below), is referred to as the “Term”. Landlord shall have
      the
      limited right to contract the Term (each, a “Landlord Contraction”)
as
      to the Leased
      Property in order to facilitate an Operational Transfer pursuant to Section 37. The Initial
      Expiration Date, as extended pursuant to Section 43 hereof and as
      revised as to one or more Leased Properties pursuant to any applicable Landlord
      Contraction(s), is herein referred to as the “Expiration Date”. Landlord and
      Tenant acknowledge and agree that (i) on account of any Landlord Contraction
      Tenant may be obligated to operate the Leased Property beyond the Expiration
      Date in accordance with Section
      37.

     

     1.3        
      Joint
      and Several Liability;
      Limitation on Rights. Notwithstanding anything contained herein to
      the contrary, if there is at any time more than one person or entity
      constituting the “Tenant” hereunder, each such person or entity shall be jointly
      and severally liable for the payment and performance of all obligations and
      liabilities of Tenant hereunder, including, without limitation, the obligations
      and liabilities of each other Tenant hereunder, including, without limitation,
      each such other Tenant’s obligation to pay Rent hereunder; provided, however,
      that, without limitation of the joint and several nature of the obligations
      of
      each Tenant hereunder, the possessory and leasehold rights that are created
      by
      this Lease shall be limited and confined in the case of each Tenant to the
      applicable Facility(ies) identified as being leased to and to be operated by
      such Tenant on Schedule 1
attached hereto, the
      Leased Land on which such Facility is located and
      the Intangibles and Landlord’s Personal Property that specifically relate to
      such Leased Land.

     

     1.4        
      Medicare;
      Medicaid; CON.
Tenant acknowledges that, at present, assisted living facilities
      and independent living facilities do not participate in Medicare or Medicaid
      and
      are not regulated or inspected by Governmental Authorities or other Persons
      administering Third Party Payor Programs to the same degree and extent as
      hospitals and/or skilled nursing facilities (e.g. through the issuance of
      certificates of need, periodic surveys of the quality
      of care, issuance of deficiency reports, assignment of deficiency ratings of
      a
      particular scope or severity or constituting immediate jeopardy events, etc.),
      and agrees that, in the event that, during the Term, any of the Leased
      Properties determines to participate in Medicare or Medicaid and/or becomes
      subject to increased levels of regulation or inspection by Governmental
      Authorities or any of the other aforesaid Persons, Landlord shall be entitled
      from time to time to impose, and Tenant shall be obligated to comply with,
      such
      additional covenants and other obligations relating to the Leased Properties
      and
      Tenant’s leasing and operation thereof as Landlord or its Affiliates customarily
      impose upon tenants entering into new leases with Landlord or its Affiliates
      for
      properties like the Leased Properties and/or as Landlord from time to time
      determines, in its reasonable discretion, are consistent with the practices
      of
      commercial landlords entering into new leases for properties like the Leased
      Properties.

     

    
      
        
        

      

      
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    2.            Definitions.
      For all purposes of this Lease, except as otherwise expressly
      provided or unless the context otherwise requires, (i) all accounting terms
      not
      otherwise defined herein have the meanings assigned to them in accordance with
      GAAP, (ii) all references in this Lease to designated “Sections”, “Subsections”
and other subdivisions are to the designated Sections, Subsections and other
      subdivisions of this Lease, (iii) the words “herein”, “hereof” and “hereunder”
and other words of similar import mean and refer to this Lease as a whole and
      not to any particular Section, Subsection or other subdivision, (iv) the terms
      defined in Exhibit B
attached hereto have
      the meanings assigned to them in such exhibit and
      include the plural as well as the singular and (v) without limitation of the
      definition of “Unit” set forth in Exhibit B attached hereto, all
      references in this Lease to “licensed units” or words of similar import mean and
      refer, in the case of each Leased Property, to licensed units or beds, as
      applicable depending upon the particular licensing measure used by the
      responsible Governmental Authorities in regulating Facilities operated for
      the
      Primary Intended Use that is applicable to such Leased Property (e.g. in some
      states, assisted living facilities are issued licenses for a specified number
      of
      beds and in other states they are issued licenses for a specified number of
      units).

     

    3.            Rent.

     

    3.1          
      Fixed
      Rent.

     

    3.1.1       
      Rental
      Payments.
Tenant shall pay to Landlord, in advance and without demand,
      on or
      prior to the fifth (5th) day of each calendar month (or the next Business Day,
      if such 5th
day
      is not a
      Business Day) during the Term, in lawful money of the United States of America,
      by wire transfer and pursuant to the wiring instructions attached hereto as
      Schedule 3.1.1, or at
      such place, by such means or to such Person(s) as Landlord from time to time
      may
      designate in writing, the Fixed Rent (and Additional Rent in those instances
      described in Section 3.3
below) payable in
      respect of such month. Landlord may, by written notice
      to Tenant at any time and from time to time, elect to require that Rent (or
      portions thereof designated by Landlord) owing hereunder be paid to a lock
      box.
      Fixed Rent (and Additional Rent in those instances described in Section 3.3 below) shall be
      paid in equal, consecutive monthly installments; provided, however,
      that the first payment of Fixed Rent shall be payable on the Commencement
      Date and prorated for the period from and including the Commencement Date
      through the end of the month including the Commencement Date, and the last
      monthly payment of Fixed Rent (and the aforesaid Additional Rent) shall be
      prorated as to any partial month.

     

    
      
        
        

      

      
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    3.1.2     
       Rental
      Amounts.
From and after the Commencement Date, Fixed Rent for the remainder
      of the First Lease Year shall be $955,000 per annum payable in equal monthly
      installments of $79,583.33 per month. Fixed Rent for the second (2nd) Lease
      Year
      shall increase the Prior Period Fixed Rent by an amount equal to $173,100 per
      annum and Fixed Rent for the third (3rd) Lease
      Year
      shall increase the Prior Period Fixed Rent by an amount equal to $73,562 per
      annum. The Rent Escalation Condition need not be satisfied for the increases
      described in the immediately preceding sentence to occur. Commencing upon the
      commencement of the fourth (4th) Lease
      Year of
      the Initial Term, and upon the commencement of each Lease Year thereafter during
      the Term, the Fixed Rent for such Lease Year shall be an amount equal to the
      sum
      of (x) the Prior Period Fixed Rent applicable to such Lease Year, plus (y)
      the
      product of (a) the Prior Period Fixed Rent applicable to such Lease Year and
      (b)
      provided the Rent Escalation Condition has been satisfied with respect to such
      Lease Year, the amount equal to the greater of (1) two percent (2%) (in the
      case
      of each of Lease Years 4 through 7) or three percent (3%) (in the case of each
      Lease Year after Lease Year 7 but before the first Lease Year of any Extended
      Term) or (2) seventy-five percent (75%) of the CPI Increase, expressed as a
      percentage, for such Lease Year for which such calculation is being performed
      or
      (3) in the case of any Lease Year in an Extended Term after the first Lease
      Year
      thereof, three percent (3%), provided, however, that, (A) in the case of the
      first Lease Year of the first Extended Term, the Fixed Rent for such Lease
      Year
      shall equal one hundred five percent (105%) of the Prior Period Fixed Rent
      for
      such Lease Year, and (B) in the case of the first Lease Year of the second
      Extended Term, the Fixed Rent for such Lease Year shall equal the greater of
      (1)
      one hundred three percent (103%) of the Prior Period Fixed Rent for such Lease
      Year or (2) the Fair Market Rental as determined in accordance with Section 43.2 and Section
      43.3 hereof.
      Notwithstanding anything contained herein to the contrary, if the Rent
      Escalation Condition fails with respect to any one or more Lease Years, the
      Fixed Rent determined for the next Lease Year with respect to which the Rent
      Escalation Condition is satisfied shall be determined as if the Rent Escalation
      Condition had been satisfied for all previous Lease Years and the Fixed Rent
      had
      been escalated pursuant to, and in accordance with, the terms of this Section 3.1.2 for all prior
      Lease Years. By way of illustration only, if: (A) the Rent Escalation Condition
      has failed for both the Lease Year commencing as of August 1, 2010 and the
      Lease
      Year commencing as of August 1, 2011; but (B) the Rent Escalation Condition
      is
      satisfied for the Lease Year commencing as of August 1, 2012, the Fixed Rent
      for
      the Lease Year commencing as of August 1, 2012 shall be determined as if the
      Rent Escalation Condition for the two preceding Lease Years (and all other
      Lease
      Years) had been satisfied such that the Fixed Rent for the Lease Year commencing
      as of August 1, 2012 shall include, and be determined on the basis of, the
      escalations for all prior Lease Years which would have occurred pursuant to
      this
Section 3.1.2 had the
      Rent Escalation Condition for all prior Lease Years been satisfied.

     

     3.1.3     
      Fixed
      Rent Determinations.
Promptly after the publication of the Cost of Living Index for
      the
      tenth (10th)
      month during any
      Lease Year (promptly after the publication of the Cost of Living Index for
      May
      2009, in the case of the Fourth Lease Year), Landlord shall calculate the CPI
      Increase (during the Initial Term only) and the Fixed Rent for the next Lease
      Year and submit its determination of Fixed Rent for the next Lease Year for
      Tenant’s approval, which determination shall be deemed approved, absent written
      notice from Tenant setting forth with reasonable specificity and detail any
      manifest errors in such determination by Landlord within thirty (30) days after
      its submission to Tenant. In the event Landlord and Tenant are unable to
      determine Fixed Rent for any Lease Year on or prior to the commencement of
      such
      Lease Year, Tenant shall pay Fixed Rent for such Lease Year assuming
a
      two
      percent (2%) (in the case of each of Lease Years 4 through 7) or three percent
      (3%) (in the case of each Lease Year after Lease Year 7) increase over the
      Prior
      Period Fixed Rent applicable to such Lease Year until the correct Fixed Rent
      is
      determined for such Lease Year. If the Fixed Rent ultimately determined for
      any
      such Lease Year exceeds the assumed amount, Tenant shall pay any deficiency,
      together with interest thereon at the Prime Rate, with the first installment of
      Fixed Rent owing after such determination is made. If the Fixed Rent ultimately
      determined for any such Lease Year is less than the assumed amount, any excess
      amounts paid by Tenant on account of the Fixed Rent for such Lease Year shall
      be
      credited against the next installment(s) of Fixed Rent due and owing hereunder.
      At either party’s written request, following the determination of Fixed Rent for
      a particular Lease Year, both parties shall, not later than five (5) Business
      Days after the non-requesting party’s receipt of such request, execute and enter
      into a written instrument memorializing the amount of such Fixed
      Rent.

     

    
      
        
        

      

      
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    3.2         
      Additional
      Rent.
In addition to Fixed Rent, Tenant shall pay and discharge as
      and
      when due and payable the following (collectively “Additional Rent”) (any costs
      or expenses paid or incurred by Landlord on behalf of Tenant that constitute
      Additional Rent shall be reimbursed by Tenant to Landlord within fifteen (15)
      days after the presentation by Landlord to Tenant of invoices
      therefor):

     

    3.2.1      
      Impositions.
      Subject to the escrow provisions contained in Section 3.3
below
      and to the
      provisions of Section 13
below, Tenant shall
      pay all Impositions when due, and regardless of the
      period to which they relate, and in any event before any fine, penalty, interest
      or cost may be added for non-payment, such payments to be made directly to
      the
      taxing authorities where feasible. Tenant shall, promptly upon request, furnish
      to Landlord copies of official receipts or other satisfactory evidence of such
      payments. If any such Imposition may, at the option of the taxpayer, lawfully
      be
      paid in installments (whether or not interest shall accrue on the unpaid balance
      of such Imposition), Tenant may exercise the option to pay same (and any accrued
      interest on the unpaid balance of such Imposition) in installments (provided
      no
      such installments shall extend beyond the Term) and, in such event, shall pay
      such installments during the Term before any fine, penalty, premium, further
      interest or cost may be added thereto.

     

    3.2.2      
      Utility
      Charges.
Tenant shall pay any and all charges for electricity, power,
      gas,
      oil, water, sanitary and storm sewer, refuse collection, medical waste disposal
      and other utilities used or consumed in connection with each Leased Property
      during the Term. In the event Landlord is billed directly by any utility company
      for any utilities or services supplied to Tenant during the Term, Landlord
      shall
      send Tenant the bill and, provided Tenant receives the bill on a timely basis
      from Landlord, Tenant shall pay the same before it is due. Landlord shall have
      no obligation or liability with respect to any interruption or failure in the
      supply of any such utilities.

     

    3.2.3      
       Insurance
      Premiums.
Tenant shall pay all premiums for the insurance
      coverage required to be maintained pursuant to Section 14
hereof.

     

    3.2.4      
      Other
      Charges.
Tenant shall pay all other amounts, liabilities, obligations,
      costs and expenses paid or incurred with respect to the ownership, repair,
      replacement, restoration, maintenance and operation of the
      Premises.

     

    
      
        
        

      

      
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    3.2.5      
      Late
      Payment of Rent.
If any installment of Fixed Rent or Additional Rent (but only
      as
      to those Additional Rent payments that are payable directly to Landlord or
      Landlord’s agent or assignee) shall not be paid on its due date, Tenant shall
      pay to Landlord for such overdue installment, on demand, (i) interest computed
      at the Overdue Rate on the amount of such installment, from the due date of
      such
      installment to the date of payment thereof, plus (ii) an administrative fee
      of
      One Thousand Dollars ($1,000.00). In the event of any failure by Tenant to
      pay
      any Additional Rent when due, Tenant shall in addition promptly pay and
      discharge, as Additional Rent, every fine, penalty, interest and cost that
      may
      be added for non-payment or late payment of such items.

     

    3.2.6      
      Consent
      Expenses.
Tenant shall pay, as Additional Rent, on behalf of Landlord,
      or
      reimburse Landlord for, any and all actual, reasonable out-of-pocket costs
      or
      expenses paid or incurred by Landlord, including, without limitation, reasonable
      attorneys’ fees, in connection with any of the following activities undertaken
      by or on behalf of Landlord under
      this Lease: (i) any inspections performed by Landlord or any of Landlord’s
      Representatives pursuant to any inspection rights granted hereunder relative
      to
      any restoration work performed on account of any Casualty or Condemnation;
      (ii)
      any inspections performed by Landlord or any of Landlord’s Representatives of
      one or more Leased Properties pursuant to any inspection rights granted
      hereunder (other than the inspection rights referenced in subsection (i) above)
      (provided, however, that Tenant’s payment/reimbursement obligation pursuant to
      this subsection (ii) shall be limited to Two Thousand Dollars ($2,000.00) in
      the
      aggregate each calendar year during the Term); (iii) the review, execution,
      negotiation or delivery of any consent, waiver, estoppel, subordination
      agreement or approval requested of Landlord by Tenant hereunder, including,
      without limitation, any request for consent to Alterations, any so-called
“landlord’s waiver”, or the negotiation or approval of the terms of, or any
      instruments associated with, any AR Financing; (iv) the review by Landlord
      or
      Landlord’s Representatives of any Plans and Specifications or Restoration Plans
      and Specifications; (v) the review by Landlord or Landlord’s Representatives of
      any request by Tenant for any other approval or consent hereunder, or any waiver
      of any obligation of Tenant hereunder; (vi) any assistance provided by Landlord
      in connection with a permitted contest pursuant to Section 13; and (viii) any
      other negotiation, request or other activity comparable to any of the foregoing
      (collectively, such expenses, “Consent Expenses”). Tenant
      shall reimburse Landlord for (or pay on behalf of Landlord) any Consent Expenses
      within twenty (20) days after the presentation by Landlord to Tenant of invoices
      therefor.

     

    3.3           Escrow
      Deposits.

     

    3.3.1
      Escrow. Tenant shall, on
      the fifth (5th) day
      of the
      first month with a fifth day after the date hereof and on the fifth (5th) day
      of each
      calendar month thereafter during the Term (or the next Business Day, if such
      5th
day
      is not a
      Business Day), pay to and deposit with Landlord a sum equal to (i) one twelfth
      (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed
      upon or against the Premises during the twelve (12) months from and after June
      1, 2005 (the “Escrow
      Commencement Date”) (or any subsequent twelve (12) month period), plus
      (ii) one-twelfth (1/12th) of the premiums for the insurance policies required
      pursuant to Section 14
hereof that are payable
      during such twelve (12) month period. If the
      amount of the Impositions to be levied, charged, filed, assessed or imposed,
      or
      the insurance premiums to be paid, during the twelve (12) months following
      the
      Escrow Commencement Date (or any subsequent twelve (12) month period hereunder)
      cannot be determined as of the Escrow Commencement Date (or the commencement
      of
      any subsequent twelve (12) month period), such amount for the purpose of
      computing the deposit to be made by Tenant hereunder shall be estimated by
      Landlord with an appropriate adjustment to be promptly made between Landlord
      and
      Tenant as soon as such amount becomes determinable. Landlord may, at its option,
      from time to time require that any particular deposit be greater than
      one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount
      payable during the twelve (12) months after the Escrow Commencement Date (or
      during any subsequent twelve (12) month period), if such additional deposit
      is
      required to provide a sufficient fund from which to make payment of all
      Impositions on or before the next due date of any installment thereof, or to
      make payment of any required insurance premiums not later than the due date
      thereof. Tenant shall deliver to Landlord copies of all notices, demands,
      claims, bills and receipts in relation to the Impositions and insurance premiums
      promptly upon receipt thereof by Tenant. The actual or estimated amounts on
      account of Impositions and insurance premiums shall be adjusted
      annually.

     

    
      
        
        

      

      
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     3.3.2     
      Landlord’s
      Deposit.
The escrow deposits made by Tenant pursuant to this Section 3.3
shall
      be deposited
      by Landlord in an account (the “Escrow Account”)
of
      Landlord or with
      any Facility Mortgagee, in the sole discretion of Landlord, and may be
      commingled with other assets of Landlord or such Facility Mortgagee. Landlord
      shall not be liable to Tenant or any other Person for any consequent loss of
      principal or interest on funds held in the Escrow Account. Furthermore, neither
      Landlord nor any Facility Mortgagee shall bear responsibility for the financial
      condition of, nor any act or omission by, any Lending Institution at which
      the
      Escrow Account is located. The interest from deposits into the Escrow Account
      shall be retained in the Escrow Account to be applied in accordance with the
      terms of this Section
      3.3.

     

     3.3.3     
      Use
      of Deposits.
Tenant shall pay any and all Impositions and insurance premiums
      when due and regardless of whether or not the funds then held in the Escrow
      Account are sufficient to reimburse Tenant therefor. The sums deposited by
      Tenant under this Section 3.3
shall be held by Landlord
      or any Facility Mortgagee, and, provided that
      no default or Event of Default by Tenant exists hereunder, shall be used to
      reimburse Tenant for any Impositions and/or insurance premiums, as applicable,
      paid by Tenant, upon delivery by Tenant to Landlord or such Facility Mortgagee,
      as applicable, of documentation evidencing the payment of such Impositions
      and/or insurance premiums, which reimbursement shall be provided within five
      (5)
      Business Days after the presentation of such evidence (if Landlord is holding
      the Escrow Account) or within five (5) Business Days after Landlord’s receipt of
      the appropriate reimbursement funds from the Facility Mortgagee that is holding
      the Escrow Account (if a Facility Mortgagee is holding the Escrow Account).
      If
      Tenant fails to pay any Impositions or insurance premiums when due and owing
      hereunder to the applicable taxing authority or insurance carrier, Landlord
      or
      any Facility Mortgagee may, but shall not be obligated to, pay such Impositions
      or insurance premiums from any funds in the Escrow Account. Upon the occurrence
      of any Event of Default, Landlord or any Facility Mortgagee may apply any funds
      held in the Escrow Account to cure such Event of Default or on account any
      damages suffered or incurred by Landlord in connection therewith. Relative
      to
      the foregoing, provided that (i) no default or Event of Default by Tenant exists
      hereunder, (ii) Tenant provides to Landlord, not less than twenty (20) days
      in
      advance of the applicable due date, (x) clear and detailed instructions relative
      to the payee, place, amount and required manner of payment of the Impositions
      and/or insurance premiums referenced above and (y) originals or copies, as
      necessary, of the applicable invoices or bills and (iii) there are sufficient
      funds in the Escrow Account to pay the applicable invoices
      or bills, Landlord agrees to make, or if a Facility Mortgagee is holding the
      Escrow Account Landlord agrees to cooperate reasonably with Tenant to attempt
      to
      arrange for the Facility Mortgagee to make, direct payment of such invoices
      and
      bills from the Escrow Account, rather than require Tenant first to make payment
      thereof and then seek reimbursement.

     

    
      
        
        

      

      
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    3.3.4      
      Deficits. Landlord shall have no liability whatsoever to Tenant if any
      deposits held by Landlord under this Section 3.3 are not sufficient
      to reimburse Tenant for any Imposition or insurance premium paid by Tenant.
      Landlord may change its estimate of any Imposition or insurance premium for
      any
      period on the basis of a change in an assessment or tax rate or of a prior
      miscalculation or for any other good faith reason. In such event, Tenant shall
      deposit with Landlord the amount in excess of the sums previously deposited
      with
      Landlord for the applicable period within ten (10) days after Landlord’s request
      therefor.

     

    3.3.5       
      Transfers;
      Refund.
In connection with any assignment of the Landlord’s interest under
      this Lease, the assigning Landlord or any predecessor shall have the right,
      and
      the obligation, to transfer all amounts deposited pursuant to the provisions
      of
      this Section 3.3 and
      still in its possession to such assignee and, upon such transfer, the assigning
      Landlord or any such predecessor, as the case may be, transferring the deposits
      shall thereupon be completely released from all liability with respect to such
      deposits so transferred, and Tenant shall look solely to said assignee in
      reference thereto. As of the Expiration Date, any sums held by Landlord under
      this Section 3.3 shall
      be returned to Tenant, only as and when the conditions of Section 3.4.3 for the return
      of the Security Deposit have been met and provided that any and all Impositions
      or insurance premiums due and owing hereunder have been paid in
      full.

     

    3.4           Security
      Deposit.

     

    3.4.1      
      Cash
      Security Deposit;
      Application. Unless Landlord has made the LC Election, Tenant
      shall pay to Landlord upon the delivery of this Lease an amount equal to the
      Required Number of Months of Fixed Rent (subject to increase and decrease as
      described in Sections 3.4.3
and 3.4.4
below,
      the “Security Amount”)
as security (together
      with any Coverage Based Security Deposit under
Section 8.2.5, the
“Security
      Deposit”) for
      the full and faithful performance by Tenant of each and every term, provision,
      covenant and condition of this Lease. Upon the occurrence of an Event of
      Default, Landlord may, but shall not be required to, use, apply or retain the
      whole or any part of the Security Deposit (whether by drawing upon any Letter
      of
      Credit or applying any cash Security Deposit held by it) for the payment of
      any
      Rent in default or for any other sum that Landlord may expend or be required
      to
      expend by reason of Tenant’s default, including any damages or deficiency in the
      reletting of the Premises, whether such damages or deficiency accrue before
      or
      after summary proceedings or other reentry
      by
      Landlord. Tenant shall not be entitled to any interest on the Security Deposit
      and Landlord may commingle the Security Deposit with its other funds. In case
      of
      a sale or transfer of the Premises by Landlord, or any cessation of Landlord’s
      interest therein, whether in whole or in part, Landlord may pay over or refund
      to Tenant any unapplied part of the Security Deposit (or, in the case of any
      such partial transfer or cessation, such portion as Landlord allocates to such
      part of the Premises, in its reasonable discretion) or transfer any Letter
      of
      Credit if the LC Election has been made, with any fees incident to such transfer
      being paid by Tenant (which transfer, in the case of any such partial transfer
      or cessation, shall require Tenant to cause any Letter of Credit to be reissued
      as separate Letters of Credit satisfying the requirements of Section 3.4.2 as to the
      remaining Leased Properties) to the successor owner of the Premises, and
from
      and
      after such payment or refund, Landlord shall be relieved of all liability with
      respect thereto. The provisions of the preceding sentence shall apply to every
      subsequent sale or transfer of the Premises or any part thereof.

     

    
      
        
        

      

      
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     3.4.2     
      LC
      Election.
At any time, and from time to time, Landlord or Tenant may elect
      (such election, a “LC
      Election”), in its sole discretion and by written notice to the other
      party, to cause Tenant to post the Security Deposit in the form of an
      irrevocable, standby Letter of Credit with a face value of the full Security
      Amount (the “Letter of
      Credit”). Within ten (10) days after notice of an LC Election, Tenant
      shall deliver to Landlord a Letter of Credit satisfying the requirements of
      this
Section 3.4.2 in the
      place and stead of the cash Security Deposit, whereupon Landlord shall return
      any unapplied portion of a cash Security Deposit then held by Landlord. The
      Letter of Credit shall: (i) be in form and substance acceptable to Landlord
      in
      its reasonable discretion; (ii) name Landlord as its sole beneficiary; (iii)
      expressly allow Landlord to draw upon it at any time, or from time to time,
      in
      whole or in part, by delivering to the issuer, at an office of the issuer
      located in New York, New York, Louisville, Kentucky or Chicago, Illinois, a
      written notice that Landlord is entitled to draw thereon pursuant to the terms
      of this Lease; (iv) be issued by an FDIC-insured Lending Institution that is
      reasonably satisfactory to Landlord, but shall in all events have a credit
      rating of “AA” (or the equivalent) or higher from one of the Rating Agencies;
      and (v) be expressly unconditional, irrevocable and fully transferable. The
      Letter of Credit (and any renewals or replacements thereof) shall be for a
      term
      of not less than one (1) year. Tenant agrees that it shall from time to time,
      as
      necessary, renew or replace the original and any subsequent Letter of Credit
      not
      less than thirty (30) days prior to its stated expiration date so that it will
      remain in full force and effect until the later of sixty (60) days after the
      last day of the Term or the date on which Tenant’s obligations under this Lease
      are satisfied in full. If Tenant fails to furnish such renewal or replacement
      at
      least 30 days prior to the stated expiration date of the Letter of Credit,
      Tenant may immediately draw upon such Letter of Credit. If the credit ratings
      test set forth in subsection (iv) above shall at any time cease to be satisfied
      as to the issuer of the Letter of Credit, Landlord may, upon five (5) days
      written notice to Tenant, draw upon such Letter of Credit. Without limitation
      of
      Landlord’s right thereafter to make a LC Election, Landlord shall hold the
      proceeds of any such draw upon the Letter of Credit as a portion of the Security
      Deposit pursuant to the terms of this Lease. Any renewal of or replacement
      for
      the original or any subsequent Letter of Credit shall be in an amount not less
      than the Security Amount and shall otherwise meet the requirements for the
      original Letter of Credit as set forth above.

     

     3.4.3     
      Increase;
      Restoration of
      Security Deposit. Tenant, within ten (10) days after demand
      therefor made by Landlord to Tenant during the sixth (6th) Lease
      Year and
      during every fifth (5th) Lease
      Year
      thereafter during the Term (e.g., the 11th
      Lease Year, the
      16th
      Lease Year (if
      the first Extended Term is exercised), etc.), shall deposit with Landlord cash
      in, or increase the face amount of the Letter of Credit by, the amount necessary
      to ensure that the Security Deposit hereunder (exclusive of any Coverage Based
      Security Deposit) then equals the Required Number of Months’ annual Fixed Rent
      based upon the increased Fixed Rent due hereunder during such Lease Year. In
      the
      event the Security Deposit (or any portion thereof) is applied (or drawn upon
      from time to time in full or partial amounts in the case of the Letter of Credit
      and any renewals or replacements thereof) by Landlord on account of any Event(s)
      of Default by Tenant hereunder or as otherwise expressly provided in this Section 3.4, Tenant shall
      replenish said Security Deposit in full, within ten (10) days after demand
      therefor, by paying to Landlord the amount so applied or, in the case of the
      Letter of Credit, restoring the Letter(s)
      of Credit to its (their) full amount. Tenant’s failure to timely increase the
      Security Deposit, or to timely replenish and restore the Security Deposit,
      after
      demand as aforesaid shall be an Event of Default. If: (i) no Event of Default
      has occurred and is continuing hereunder and (ii) Tenant has fully performed
      and
      satisfied all of its obligations under the Lease (including, without limitation
      and as applicable, its obligations relative to any Operational Transfer(s)),
      then the Security Deposit, or the remaining unapplied portion thereof, shall
      be
      paid or returned to Tenant within sixty (60) days after the expiration or
      termination of this Lease and the surrender of the Premises to Landlord in
      the
      condition required hereunder; provided, however, that Landlord may retain an
      amount, as it shall reasonably determine, to secure the payment of any Rent,
      the
      amount of which Landlord is then unable to determine finally (and Landlord
      shall
      return any such retained amount to Tenant promptly following the final
      determination of such Rent amount and the full payment to Landlord of such
      Rent). The Security Deposit shall not be deemed an advance payment of Rent
      or a
      measure of Landlord’s damages for any default hereunder by Tenant, nor shall it
      be a bar or defense to any action that Landlord may at any time commence against
      Tenant.

     

    
      
        
        

      

      
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    3.4.4     
      Adjustments.
      Following any change in the Required Number of Months, upon
      Tenant’s written request, Landlord shall either refund a portion of the cash
      Security Deposit or allow Tenant to exchange a Letter of Credit so that the
      amount of the cash Security Deposit (exclusive of interest earned thereon)
      or
      the Letter of Credit is equal to the Required Number of Months multiplied by
      the
      then-current monthly Fixed Rent.

     

     3.4.4.1
Based
      on Cash Flow.
If (i) the Coverage Ratio for the most recent Test Period is
      greater than 1.35 to 1.00, (ii) no Event of Default has occurred and is
      continuing hereunder, and (iii) no Lease Guaranty has been accepted by Landlord
      pursuant to Section 3.4.4.2,
then the Required
      Number of Months shall be twelve (12).

     

     3.4.4.2
Based
      on Guaranty.
If (i) the Coverage Ratio for the most recent Test Period is
      greater than 1.15 to 1.00, (ii) the Portfolio Coverage Ratio for the most recent
      Test Period is greater than 1.15 to 1.00, (iii) no Event of Default has occurred
      and is continuing hereunder, (iv) Guarantor’s net worth (determined in
      accordance with GAAP) is at least as high as on the date hereof and Guarantor’s
      other financial indicia are at least as good (in the reasonable judgment of
      Landlord) as on the date hereof as of (a) the date of the last financial
      reporting on Guarantor delivered pursuant to this Lease and (b) the date of
      the
      notice given pursuant to clause (vi), (v) Landlord has received from Tenant
      a
      notice requesting that the Required Number of Months be reduced and containing
      backup for Tenant’s compliance with clauses (i) through (iv), and (vi) Landlord
      has received from Guarantor an executed Lease Guaranty, then (x) Landlord shall
      notify Tenant that it has accepted such Lease Guaranty within 30 days of receipt
      and (y) following such notice the Required Number of Months shall be three
      (3).

     

    3.5          
      Net
      Lease. The
      Rent shall be paid absolutely net to Landlord, free of all Impositions, utility
      charges, operating expenses, insurance premiums or any other charges or expenses
      in connection with the Premises, without any rights of deduction, set-off or
      abatement, so that this Lease shall yield to Landlord the full amount of the
      installments of Fixed Rent, throughout the Term. This Lease is intended to
      be
      and shall be construed as an absolutely net lease pursuant to which Landlord
      shall not, under any circumstances or conditions, whether presently existing
      or
      hereafter arising, and whether foreseen or unforeseen by the parties, be
required
      to make any payment or expenditure of any kind whatsoever or be under any other
      obligation or liability whatsoever, except as expressly set forth
      herein.

     

    
      
        
        

      

      
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    4.            
      Impositions.

     

    4.1          
      Payment
      of Impositions.
Subject to Section 13
relating
      to
      permitted contests, Tenant shall pay all Impositions payable during the Term
      as
      set forth in Section 3.2.1
and for any tax period
      occurring during the Term, irrespective of whether
      the Impositions for such tax period are due and payable after the Term. Tenant’s
      obligation to pay such Impositions shall be deemed absolutely fixed upon the
      date such Impositions become a lien upon the Leased Property or any part
      thereof. If any refund shall be due from any taxing authority in respect of
      any
      Imposition paid by Tenant during the Term, the same shall be paid over to or
      retained by Tenant but only if no Event of Default shall have occurred hereunder
      and be continuing. If an Event of Default shall exist hereunder, such refund
      shall be paid over to and retained by Landlord. If Tenant nevertheless receives
      such refund, Tenant shall, upon receipt, immediately pay such refund over to
      Landlord in full. Any such funds retained by Landlord due to an Event of Default
      shall be applied to amounts due and owing to Landlord under this Lease, as
      Landlord shall determine in its sole discretion, and, if funds remain after
      such
      application, such funds shall continue to be held by Landlord for application
      on
      account of additional amounts due and owing to Landlord under this Lease as
      the
      same arise. In the event any Governmental Authority classifies any property
      covered by this Lease as personal property, Tenant shall file any personal
      property tax returns that are required with respect thereto. Subject to the
      terms of Section 13,
Tenant may, upon notice
      to Landlord, at Tenant’s option and at Tenant’s
      sole cost and expense, protest, appeal, or institute tax contests to effect
      a
      reduction of real estate or personal property assessments and Landlord, at
      Tenant’s expense as aforesaid, shall cooperate with Tenant in such protest,
      appeal, or other action to the extent required by law and reasonably requested
      by Tenant.

     

    4.2         
      Notice
      of Impositions.
Landlord or Landlord’s designee shall use reasonable efforts to
      give prompt notice to Tenant of all Impositions payable by Tenant hereunder
      of
      which Landlord at any time has knowledge (which notice shall be deemed properly
      given if given pursuant to Section 33 hereof or by an
      e-mail notification to Tenant provided, however, that any failure by Landlord
      to
      provide such notice to Tenant shall in no way relieve Tenant of its obligation
      to timely pay the Impositions. Tenant shall deliver to Landlord, not more than
      five (5) days prior to the due date of each Imposition, copies of the invoice
      for such Imposition, the check delivered for payment thereof and an original
      receipt evidencing such payment or other proof of payment satisfactory to
      Landlord.

     

    4.3         
      Adjustment
      of Impositions.
Any Imposition imposed in respect of the tax-fiscal period during
      which the Term terminates or expires shall be adjusted and prorated between
      Landlord and Tenant, whether or not such Imposition is imposed before or after
      such termination or expiration, and Tenant’s obligation to pay its prorated
      share thereof shall survive such termination or expiration.

     

    5.           
       No
      Affect or Impairment,
      etc. The respective obligations of Landlord and Tenant shall not
      be affected or impaired by reason of (i) any damage to, or destruction of,
      any
      Leased Property or any portion thereof, from whatever cause, or any Condemnation
      of any Leased Property or any portion thereof (except as otherwise expressly
      and
      specifically provided in
Section
      15 or Section 16), (ii) the
      interruption or discontinuation of any service or utility servicing any Leased
      Property, (iii) the lawful or unlawful prohibition of, or restriction upon,
      Tenant’s use of any Leased Property, or any portion thereof, due to the
      interference with such use by any Person or eviction by paramount title, (iv)
      any claim that Tenant has or might have against Landlord on account of any
      breach of warranty or default by Landlord under this Lease or any other
      agreement by which Landlord is bound, (v) any bankruptcy, insolvency,
      reorganization, composition, readjustment, liquidation, dissolution, winding
      up
      or other proceedings affecting Landlord or any assignee or transferee of
      Landlord, (iv) the revocation, suspension or non-renewal of any license, permit,
      approval or other Authorization, (vii) any withholding, non-payment, reduction
      or other adverse change respecting any Facility Provider Agreement or other
      Third Party Payor Program, (viii) any admissions hold under any Third Party
      Payor Program, or (ix) for any other cause whether similar or dissimilar to
      any
      of the foregoing other than a discharge of Tenant from any such obligations
      as a
      matter of law. Tenant hereby specifically waives all rights, arising from any
      occurrence whatsoever, which may now or hereafter be conferred upon it by law
      (x) to modify, surrender or terminate this Lease or quit or surrender any Leased
      Property or any portion thereof, or (y) that would entitle Tenant to any
      abatement, reduction, suspension or deferment of the Rent or other sums payable
      by Tenant hereunder. The obligations of Landlord and Tenant hereunder shall
      be
      separate and independent covenants and agreements and the Rent and all other
      sums payable by Tenant hereunder shall continue to be payable in all events
      unless and to the extent the obligations to pay the same shall be terminated
      by
      termination of this Lease as to any Leased Property other than by reason of
      an
      Event of Default.

     

    
      
        
        

      

      
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    6.            Premises;
      Tenant’s Personal
      Property.

     

    6.1         
      Ownership
      of the Premises.
Tenant acknowledges that the Premises are the property of Landlord
      and that Tenant has only the right to the possession and use of the Premises
      upon and subject to the terms and conditions of this Lease. Notwithstanding
      anything to the contrary contained in this Lease, in the case of any easement
      or
      other rights that are appurtenant to any Leased Property, Tenant agrees that
      Landlord does not make any representation or warranty relative to Landlord’s
      title thereto or whether such appurtenances are encumbered, and Landlord shall
      not be obligated to discharge any liens or encumbrances with respect to, or
      otherwise to defend, Landlord’s right, title and interest, if any, in any such
      appurtenances. Tenant agrees that such appurtenances shall constitute Permitted
      Encumbrances, as to which Tenant shall have the obligations set forth in Section 8.2.6 and Section
      23.

     

    6.2         
      Tenant’s
      Personal Property.
Tenant shall provide and maintain during the entire Term all
      such
      Tenant’s Personal Property and Landlord’s Personal Property as shall be
      necessary to maintain the Authorizations in effect and to operate each Facility
      in compliance with all licensure and certification requirements, in compliance
      with all applicable Legal Requirements and Insurance Requirements and otherwise
      in accordance with customary practice in the industry for the Primary Intended
      Use of each Leased Property. Except as otherwise agreed in writing by Landlord
      in its sole discretion, upon the expiration or earlier termination of this
      Lease
      as it applies to any Leased Property, (i) Tenant’s Personal Property that is to
      be transferred to Landlord pursuant to Section 35 below shall include
      all of the foregoing required Tenant’s Personal Property, and any other Tenant’s
      Personal Property (excluding certain specific items of Tenant’s Personal
      Property described in Section
      35 below), in high quality condition and
      (ii)
      Landlord’s Personal Property shall be returned to Landlord, and left at or in
      such Leased Property, in high quality condition.

     

    
      
        
        

      

      
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    6.3    Landlord’s
      Personal
      Property. Tenant may, from time to time, in Tenant’s reasonable
      discretion, without notice to or approval of Landlord, sell or dispose of any
      item of Landlord’s Personal Property; provided, however, that, unless such item
      is functionally obsolete, Tenant shall promptly replace such item with an item
      of similar quality, use and functionality, and any such replacement item (other
      than items that, by the terms of Section 35 below, are to be
      retained by Tenant upon the expiration or termination of this Lease) shall,
      for
      purposes of this Lease, continue to be treated as part of “Landlord’s Personal
      Property.” Tenant shall, promptly upon Landlord’s request from time to time,
      provide such information as Landlord may reasonably request relative to any
      sales, dispositions or replacements of Landlord’s Personal Property pursuant to
      this Section
      6.3.

     

    7.            Condition
      and Use of Each
      Leased Property.

     

    7.1         
      Condition
      of Each Leased
      Property. Tenant acknowledges receipt and delivery of possession
      of each Leased Property. Tenant is leasing each Leased Property “AS IS” “WHERE
      IS” and Tenant waives
      any claim or action against Landlord in respect of the condition of each Leased
      Property. LANDLORD MAKES NO
      WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF ANY LEASED
      PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS, DESIGN OR CONDITION FOR ANY
      PARTICULAR USE OR
      PURPOSE OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP
      THEREIN,
      LATENT OR PATENT, OR OTHERWISE, IT BEING
      AGREED THAT ALL
      SUCH RISKS ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES
      THAT EACH
      LEASED PROPERTY HAS BEEN
      INSPECTED BY TENANT AND THAT TENANT HAS FOUND EACH LEASED PROPERTY TO BE IN
      GOOD ORDER AND
      REPAIR AND SATISFACTORY FOR ITS PURPOSES
      HEREUNDER.

     

    7.2          
      Use of Each Leased
      Property.

     

    7.2.1      
      Primary
      Intended Use.
During the entire Term, Tenant shall use each Facility (including,
      without limitation, the Leased Improvements thereon) solely for its Primary
      Intended Use (and shall not change, or consent to or acquiesce in the change
      of,
      such Primary Intended Use) and shall operate each Facility in a manner
      consistent with a high quality healthcare facility and, if any Third Party
      Payor
      Programs apply to such Facility, sound reimbursement principles under any such
      Third Party Payor Programs. No use shall be made or permitted to be made of
      any
      Leased Property, and no acts shall be done, that would cause the cancellation of
      any insurance policy covering such Leased Property or any part thereof, nor
      shall Tenant sell or otherwise provide to occupants or patients therein, or
      permit to be kept, used or sold in or about such Leased Property, any article
      that may be prohibited by any Legal Requirements or by the standard form of
      fire
      insurance policies, or any other insurance policies required to be carried
      hereunder, or fire underwriters’ regulations.

     

    7.2.2     
       Authorizations
      Appurtenant.
The Authorizations for any Facility shall, to the maximum extent
      permitted by law, relate and apply exclusively to such Facility, and Tenant
      acknowledges and agrees that, subject to all applicable Legal Requirements,
      the
      Authorizations are appurtenant to the Facilities to which they apply, both
      during and following
      the termination or expiration of the Term. In jurisdictions where any
      Authorization(s) is/are issued to a Tenant or its subtenant, as the Facility
      operator, Tenant agrees that (i) such Authorizations shall nevertheless remain
      the property of Landlord and be held by Tenant or such subtenant, in trust
      for
      the benefit of Landlord pursuant to a revocable, temporary license that may
      be
      revoked by Landlord at any time, and (ii) in connection with an Operational
      Transfer or as otherwise required by Landlord, Tenant shall cooperate with
      Landlord, in accordance with Section 37.1 hereof, to turn
      over all of Tenant’s rights in connection with such Authorizations to Landlord
      or Successor Operator, as applicable. This Section 7.2.2 shall survive
      the expiration or earlier termination of this Lease.

     

    
      
        
        

      

      
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     7.3        
      Authorization
      Collateral.
To the fullest extent permitted by applicable law, Tenant hereby
      grants to Landlord a first priority security interest in, and lien upon, all
      Authorizations issued to, leased or licensed to, or held by, Tenant, including,
      but not limited to, Tenant’s interest in and rights under all Facility Provider
      Agreements, with respect to the Facilities (collectively, the “Authorization Collateral”) to
      secure the performance of all of Tenant’s obligations under this Lease,
      including, but not limited to, its obligation to engage in, assist with and
      facilitate any Operational Transfer. Tenant represents and warrants to Landlord
      that attached hereto on Schedule 7.3 is a detailed
      list and description of all of the Authorization Collateral. Notwithstanding
      anything contained herein to the contrary, Tenant shall not (under any
      circumstances) grant any lien upon, security interest in and to or otherwise
      pledge, encumber, hypothecate, transfer or assign, in whole or in part, the
      Authorization Collateral to any Person, irrespective of the priority of such
      security interest, pledge or hypothecation. The security interest and lien
      granted by this Section 7.3
shall be in addition
      to any lien of Landlord that may now or at any time
      hereafter be provided by law. The provisions of Section 21.1.1.1 below shall
      be applicable to the security interest and lien referenced in this Section 7.3.

     

     7.4        
      Granting
      of Easements, etc.
Landlord may, from time to time, with respect to any Leased
      Property: (i) grant easements, covenants and restrictions, and other rights
      in
      the nature of easements, covenants and restrictions, (ii) release existing
      easements, covenants and restrictions, or other rights in the nature of
      easements, covenants or restrictions, that are for the benefit of such Leased
      Property, (iii) dedicate or transfer unimproved portions of such Leased Property
      for road, highway or other public purposes, (iv) execute petitions to have
      such
      Leased Property annexed to any municipal corporation or utility district, (v)
      execute amendments to any easements, covenants and restrictions affecting such
      Leased Property and (vi) execute and deliver to any Person any instrument
      appropriate to confirm or effect such grants, releases, dedications and
      transfers (to the extent of its interests in such Leased Property) with Tenant’s
      reasonable consent provided that it shall be unreasonable for Tenant to withhold
      its consent if such easement or other instrument or action contemplated by
      this
Section 7.4 does not
      unreasonably interfere with the conduct of the business of Tenant on such Leased
      Property. If any easement or other instrument or action contemplated by this
      Section 7.4 unreasonably
      interferes with the conduct of business by the applicable Tenant(s) at a Leased
      Property, Landlord shall obtain Tenant’s prior written consent to such proposed
      easement, instrument or action, which consent may be granted or withheld by
      Tenant in its sole discretion (and which consent shall be deemed given if not
      expressly denied by Tenant, in writing, within five (5) Business Days of
      Tenant’s receipt of such request).

     

    
      
        
        

      

      
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    8.              Negative
      and Affirmative
      Covenants of Tenant.

     

                                   
      8.1           Negative
      Covenants.
Tenant covenants and agrees with Landlord that:

     

    8.1.1      
      Issuance
      of Equity
      Interests. Subject to the applicable provisions of Section 24
below,
      no Tenant
      shall issue or allow to be created any stocks, shares, partnership or membership
      interests or other ownership interests in any Tenant, other than the stocks,
      shares, partnership or membership interests and other ownership interests that
      are outstanding on the date hereof or any security or other instrument that
      is
      outstanding on the date hereof and by its terms is convertible into or
      exchangeable for stock, shares, partnership or membership interests or other
      ownership interests in any Tenant.

     

    8.1.2      
      Change
      in Business or
      Organizational Status. No Tenant shall make any material change in
      the scope or nature of its business objectives or operations, or undertake
      or
      participate in activities other than in continuance of its present business.
      No
      Tenant shall amend, modify or alter its Tenant Org Docs in a manner that would
      make any material change in its purpose clause or the scope or nature of its
      business operations or would violate Section 45 below or allow
      itself to be dissolved, voluntarily or involuntarily.

     

    8.1.3     
      Affiliate
      Transactions and
      Payments. No Tenant shall enter into, or be a party to, any
      transaction with an Affiliate of any Tenant or any of the partners, members
      or
      shareholders of any Tenant except in the ordinary course of business and on
      terms that are fully disclosed to Landlord in advance and are no less favorable
      to any Tenant or such Affiliate than would be obtained in a comparable
      arm’s-length transaction with an unrelated third party; provided, however,
      Tenant may enter into management agreements with respect to each Facility with
      any Affiliate of any Tenant which provide for management fees of up to five
      percent (5%) of the gross revenues of such Facility and provided further that
      any such Affiliate, as manager, as well as any other property manager of a
      Facility, shall enter into a subordination agreement relative thereto and in
      favor of Landlord on the terms set forth in Exhibit F attached hereto.
      After the occurrence of an Event of Default and until such Event of Default
      is
      cured, no Tenant shall make any payments or distributions (including, without
      limitation, salaries, bonuses, fees, principal, interest, dividends, liquidating
      distributions, management fees, cash flow distributions or lease payments)
      to
      any Affiliate of any Tenant or any Guarantor, or any shareholder, member,
      partner or other equity interest holder of any Tenant or any Guarantor or any
      Affiliate of any Tenant or any Guarantor.

     

    8.1.4     
       ERISA.
No
      Tenant shall engage in any transaction that would cause any obligation, or
      action taken or to be taken, hereunder (or the exercise by Landlord of any
      of
      its rights under this Lease) to be a non-exempt (under a statutory or
      administrative class exemption) prohibited transaction under ERISA. Each Tenant
      shall deliver to Landlord such certifications or other evidence from time to
      time throughout the Term, as reasonably requested by Landlord, that (i) such
      Tenant is not and does not maintain an “employee benefit plan”, as defined in
      Section 3(3) of ERISA, that is subject to Title I of ERISA, or a “governmental
      plan” within the meaning of Section 3(3) of ERISA; (ii) such Tenant is not
      subject to state statutes regulating investments and fiduciary obligations
      with
      respect to governmental plans; and (iii) one or more of the following
      circumstances is true: (x) equity interests in such Tenant are publicly offered
      securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2); (y) less than
      twenty-five percent (25%) of each outstanding class of equity interests in
      such
      Tenant are held by “benefit plan
      investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or (z) such Tenant
      qualifies as an “operating company” or a “real estate operating company” within
      the meaning of 29 C.F.R. §2510.3-101(c) or (e).

     

    
      
        
        

      

      
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     8.1.5     
      Debt
      Cancellation; Other
      Indebtedness; Guaranties. No Tenant shall cancel or otherwise
      forgive or release any claim or debt owed to any Tenant by any Person, except
      for adequate consideration and in the ordinary course of such Tenant’s business.
      No Tenant shall create, incur, assume, or permit to exist any indebtedness
      other
      than (i) trade debt incurred in the ordinary course of Tenant’s business (which
      shall not include so-called “accounts receivable” financing, which shall be
      governed by the terms of Section 21.2); or (ii) any AR
      Financing pursuant to Section
      21.2. No Tenant shall create, incur, assume, or permit to exist any
      guarantee of any loan or other indebtedness except for the endorsement of
      negotiable instruments for collection in the ordinary course of
      business.

     

     8.1.6     
      Assets;
      Investing.
No Tenant shall purchase or own any property other than property
      necessary for, or incidental to, the operation of the applicable Facility(ies)
      for its/their Primary Intended Use(s). No Tenant shall purchase or otherwise
      acquire, hold, or invest in securities (whether capital stock or instruments
      evidencing indebtedness) of any Person. No Tenant shall make loans or advances
      to any Person, except for cash balances temporarily invested in short-term
      or
      money market securities.

     

     8.1.7     
      Liens;
      Waste.
No Tenant shall create, incur, assume or suffer to exist any
      lien,
      charge, encumbrance, easement or restriction on any portion of any of the Leased
      Properties or the Lease Collateral other than (x) Permitted Encumbrances (other
      than Permitted Encumbrances under clause (ii), (vii) or (viii) of the definition
      thereof that arise on account of a breach of this Lease by Tenant) and (y)
      a
      lien upon the Accounts Collateral in accordance with Section 21.2 below. No Tenant
      shall commit or suffer to be committed any waste on any Leased Property, nor
      shall any Tenant cause or permit any nuisance thereon. Tenant shall not take
      or
      omit to take any action, the taking or omission of which may materially impair
      the value or the usefulness of any Leased Property or any part thereof for
      its
      Primary Intended Use.

     

     8.1.8     
      Zoning. No Tenant shall initiate or consent to any zoning
      reclassification of any portion of any of the Leased Properties or seek any
      variance under any existing zoning ordinance or use (or permit the use of)
      any
      portion of any of the Leased Properties in any manner that could result in
      such
      use becoming a non-conforming use under any zoning ordinance or any other
      applicable land use law, rule or regulation.

     

     8.1.9     
      Contracts.
      Except as otherwise permitted in this Lease, no Tenant shall
      execute or modify any material contracts or agreements with respect to any
      Facility except for contracts and modifications approved by Landlord (which
      approval shall not be unreasonably withheld). Contracts made in the ordinary
      course of business and that are in an amount less than $100,000.00 per Facility
      per annum or are cancelable upon thirty (30) days written notice or less without
      penalty shall not be considered “material” for purposes of this
      Section.

     

     8.1.10   
No
      Joint Assessment.
No Tenant shall suffer, permit or initiate the joint assessment
      of
      any Leased Property (i) with any other real property constituting a tax lot
      separate from such Leased Property, or (ii) with any portion of such Leased
      Property that may
      be
      deemed to constitute personal property, or any other procedure whereby the
      lien
      of any taxes that may be levied against any such personal property shall be
      assessed or levied or charged to such Leased Property.

     

    
      
        
        

      

      
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    8.1.11    
      Use-Specific
      Negative
      Covenants. No Tenant shall:

     

    8.1.11.1
Transfer
      any
      Authorizations to any location other than the Facility operated by such Tenant
      or as otherwise required by the terms of this Lease nor pledge any
      Authorizations as collateral security for any loan or indebtedness except as
      required by the terms of this Lease.

     

    8.1.11.2
Rescind,
      withdraw,
      revoke, amend, supplement, or otherwise alter the nature, tenor or scope of
      (i)
      any Authorization for any Facility or (ii) any applicable Facility Provider
      Agreement for any Facility.

     

    8.1.11.3
Amend
      or otherwise
      change, by consent, acquiescence or otherwise, any Facility’s licensed unit
      capacity and/or the number or type of units, licensed or otherwise, and/or
      the
      licensing category or type and/or the number of units, licensed or otherwise,
      participating in governmental payment programs, in each case as the same exist
      on the Commencement Date, or apply for approval of any of the foregoing
      amendments or changes, provided, however, that, notwithstanding the foregoing,
      Tenant may, without the prior approval of Landlord, (i) remove from service
      units at a particular Facility so long as the number of units in service at
      such
      Facility is not less than a number equal to ninety five percent (95%) of the
      number of licensed units for such Facility set forth in Schedule 17.1.13 attached
      hereto and further so long as any such removal from service does not impair
      the
      continued licensure of any such out-of-service units and (ii) make amendments
      or
      changes of the nature referenced in this Section so long as Tenant may, without
      the necessity of any governmental or other regulatory approval, consent of
      application, revoke or otherwise unwind any such amendments or changes and
      return to the pre-amendment and pre-change status quo.

     

    8.1.11.4
Replace
      or transfer
      all or any part of any Facility’s licensed units to another location or apply
      for approval of any such replacement or transfer.

     

    8.1.11.5
Jeopardize
      in any
      manner any Tenant’s participation in any material Third Party Payor Program to
      which any Tenant is subject at any time during the Term.

     

    8.1.11.6
Enter
      into any
      patient or resident care agreements with patients or residents or with any
      other
      Persons that deviate in any material respect from the standard form customarily
      used by any Tenant at the applicable Facility, provided, however, that (i)
      Tenant may so materially deviate from its standard and customarily used form
      of
      patient or resident care agreement for a particular Facility so long as such
      deviation (a) does not cause such agreement not to satisfy the requirements
      of
      any of clauses (i) through (v) in the definition of “Approved Residency
      Agreement” and (b) if it was allowed and made in all of Tenant’s patient or
      resident care agreements for such Facility, would not have a Material Adverse
      Effect on such Facility, or any Tenant or any Guarantor, and (ii) Tenant may
      so
      materially deviate from its other standard and customarily used forms for a
      particular Facility so long as such deviation, if it was allowed and made in
      all
      of Tenant’s agreements for such Facility using such form, would not have a
      Material Adverse Effect on such Facility, or any Tenant or any
      Guarantor.

     

    
      
        
        

      

      
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    8.1.11.7
Change
      the terms of
      any Facility Provider Agreement, any Third Party Payor Program or its normal
      billing, payment or reimbursement policies and procedures with respect thereto
      (including, without limitation, the amount and timing of finance charges, fees
      and write-offs); provided that a Tenant may enter into changes that do not
      have
      a material adverse effect on (i) the business or financial position or results
      of operations of such Tenant, (ii) the ability of such Tenant to perform, or
      of
      Landlord to enforce, the terms of this Lease or (iii) the value of the Leased
      Properties taken as a whole.

     

    8.1.11.8
Assign
      or transfer
      any of its interest in any Authorization or assign, pledge, hypothecate,
      transfer or remove, or permit any other Person to assign, transfer, pledge,
      hypothecate or remove, any records pertaining to any Facility, including,
      without limitation, patient records and medical and clinical records, except
      for
      (i) removal of such patient records as directed by the patients owning such
      records, and (ii) transfers of the foregoing to an assignee of Tenant’s rights
      under this Lease that is expressly permitted by Section 24.1.2 if all of the
      requirements of Section 24
have been complied
      with.

     

    8.2           Affirmative
      Covenants.
Until all of Tenant’s obligations hereunder have been performed
      and discharged in full, Tenant covenants and agrees as follows:

     

     8.2.1     
      Perform
      Obligations.
Tenant shall perform or cause to be performed, as and when due,
      all of its obligations under this Lease, the Authorizations (including, but
      not
      limited to, any Facility Provider Agreements), any Permitted Encumbrances,
      any
      Insurance Requirements and any Legal Requirements. Prior to the date hereof,
      Tenant has taken all necessary action to obtain all Authorizations (including,
      but not limited to, the Facility Provider Agreements) required for the operation
      of each of the Facilities for its Primary Intended Use and shall take all
      necessary action to maintain such Authorizations (including, but not limited
      to,
      the Facility Provider Agreements) during the Term.

     

     8.2.2     
      Proceedings
      to Enjoin or
      Prevent Construction. If any proceedings are filed seeking to
      enjoin or otherwise prevent or declare invalid or unlawful Tenant’s
      construction, occupancy, maintenance, or operation of any Facility or any
      portion thereof for its Primary Intended Use, Tenant shall cause such
      proceedings to be vigorously contested in good faith, and shall, without
      limiting the generality of the foregoing, use all reasonable commercial efforts
      to bring about a favorable and speedy disposition of all such proceedings and
      any other proceedings.

     

    8.2.3    
Documents
      and
      Information.

     

    8.2.3.1
Furnish
      Information.
Tenant shall (i) promptly supply Landlord with such information
      concerning its financial condition, licensing, affairs and property as Landlord
      may reasonably request from time to time hereafter and in the format reasonably
      designated by Landlord and, without limitation of the foregoing, promptly,
      and
      in any event within ten (10) days, after a request from Landlord, Tenant shall
      provide to Landlord such additional information regarding Tenant, Tenant’s
      financial condition or the Facilities as Landlord, or any existing or proposed
      creditor of Landlord or Ventas, Inc. (including, without limitation, any
      existing or proposed Facility Mortgagee), or any auditor or underwriter of
      Landlord or Ventas, Inc., may require from time to time; and (ii) promptly
      notify Landlord in writing of any condition or event that constitutes a breach
      of any term, condition, warranty, representation, or provision of this Lease
      or
      any other agreement between Landlord or its Affiliates
      and any Tenant, any Guarantor or any of their Affiliates, and of any event
      or
      condition having a Material Adverse Effect on any Facility, any Tenant, any
      Guarantor or any Affiliate of any Tenant or any Guarantor and of any Event
      of
      Default. Tenant shall notify Landlord, in writing and within ten (10) Business
      Days, if any Tenant is advised, in writing, formally or informally, by its
      insurance carrier, reinsurance provider, accountants, actuary, any Governmental
      Authority, or any Third Party Payor Program provider of any actual, pending,
      threatened or contemplated increase in its reserves for expenses relating to
      malpractice or professional liability claims or any material increase in the
      premium costs for malpractice or professional liability insurance (as used
      in
      this sentence, an increase in such premium costs of fifty percent (50%) or
      more
      over the previously applicable premium costs shall be deemed “material”) (any of
      the foregoing, a “Reserve
      Event”).

     

     

    
      
        
        

      

      
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     8.2.3.2
Further
      Assurances.
Tenant shall, upon request of Landlord from time to time, execute,
      deliver, and furnish such documents as may be necessary or appropriate to
      consummate fully the transactions contemplated under this Lease.

     

     8.2.3.3
Material
      Communications.
Tenant shall transmit to Landlord, within five (5) Business Days
      after receipt thereof, any Actuarial Correspondence or any material
      communication affecting one or more Facilities, any Tenant, any Guarantor or
      any
      Affiliate of any Tenant or any Guarantor, this Lease, the Legal Requirements,
      the Insurance Requirements, the Facility Provider Agreements or the
      Authorizations, and Tenant shall promptly respond to inquiries by Landlord
      with
      respect to such information. Tenant shall notify Landlord in writing promptly
      after any Tenant obtains knowledge of any potential, threatened or existing
      litigation or proceeding against, or investigation of, any Tenant, any Guarantor
      or any Affiliate of any Tenant or any Guarantor or any Facility that may affect
      the right to operate one or more of the Facilities, any Facility Provider
      Agreements, any of the Authorizations, the right to receive regular
      reimbursement under any Third Party Payor Program or Landlord’s title to any
      Facility or any Tenant’s interest therein.

     

     8.2.3.4
Operator
      Reports; Actuarial
      Reports. Tenant shall provide Landlord with accurate and complete
      copies of any and all of the census information concerning the number of
      licensed beds or units, as applicable, occupied by bona fide residents or
      patients, financial statements and other reports, materials and information
      concerning any Tenant, the Facilities and each Tenant’s business operations and
      compliance with material laws, ordinances, rules, regulations, Authorizations
      and Facility Provider Agreements that are submitted by Tenant to any
      Governmental Authorities or any provider pursuant to any Third Party Payor
      Program (including any Health Department), for any of the Facilities (the “Operator Reports”)
promptly,
      and in any
      event, within five (5) Business Days, after the submission thereof. All Operator
      Reports shall be accurate in all material respects as of the date of such
      Operator Reports. Tenant shall provide Landlord with any and all Actuarial
      Reports received by, or prepared by or on behalf of, any Tenant within ten
      (10)
      Business Days after the receipt or submission thereof by or to any
      Tenant.

     

    8.2.4      
      Compliance
      With Laws.
Tenant shall comply with all Insurance Requirements and shall
      comply in all material respects with all Legal Requirements (and Landlord shall
      have no responsibility for such compliance). Tenant shall keep all
      Authorizations and Facility Provider Agreements in full force and
      effect.

     

    
      
        
        

      

      
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    8.2.5      
      Financial
      Covenants.
The following financial covenants shall be
      met
      throughout the Term of this Lease:

     

     8.2.5.1
Coverage
      Ratio.
Tenant shall maintain, for each twelve (12) month period ending
      at
      the end of a fiscal quarter of Tenant (each such 12 month period ending as
      aforesaid, a “Test Period”),
a Coverage Ratio with
      respect to each Facility of not less than 1.0 to
      1.0, provided, however, that, for each Test Period that ends during the First
      Lease Year, the Coverage Ratio with respect to each Facility shall be not less
      than 0.8 to 1.0 and for each Test Period that ends during the second Lease
      Year,
      the Coverage Ration with respect to each Facility shall be not less than 0.9
      to
      1.0.

     

     8.2.5.2
Portfolio
      Coverage Ratio.
Tenant shall maintain, for each Test Period, a Portfolio Coverage
      Ratio of not less than 1.1 to 1.0; provided, however, that, (i) for each Test
      Period that ends during the First Lease Year, the Portfolio Coverage Ratio
      shall
      be not less than 0.8 to 1.0, (ii) for each Test Period that ends during the
      second Lease Year, the Portfolio Coverage Ratio shall be not less than 0.9
      to
      1.0 and (iii) for each Test Period that ends during the third Lease Year, the
      Portfolio Coverage Ratio shall be not less than 1.0 to 1.0.

     

    If
      Tenant
      fails to maintain a Coverage Ratio and/or Portfolio Coverage Ratio that
      satisfy(ies) the above referenced requirements for a particular Test Period,
      Tenant shall not be considered in default of this Section 8.2.5 provided and on
      the condition that all of the following conditions and requirements are
      met:

     

    (i)            If
      such Test Period ends during the Initial Term, Tenant has not failed to maintain
      a Coverage Ratio and/or Portfolio Coverage Ratio that satisfy(ies) the above
      referenced requirements with respect to four (4) other previous Test Periods
      ending during the Initial Term, or, if such test Period ends during an Extended
      term, Tenant has not failed to maintain a Coverage Ratio and/or Portfolio
      Coverage Ratio that satisfy(ies) the above referenced requirements with respect
      to any other previous Test Period ending during such Extended Term.

     

    (ii)            Within
      ten (10) days after receipt of a written notice from Landlord specifying that
      Tenant has failed to maintain a Coverage Ratio and/or Portfolio Coverage Ratio
      that satisfy(ies) the above referenced requirements, Tenant deposits with
      Landlord an additional Security Deposit (herein, a “Coverage Based Security Deposit”),
in cash or in the
      form of a Letter of Credit satisfying the requirements
      of Section 3.4 above.
      Such Coverage Based Security Deposit shall be in the amount by which the Cash
      Flow from each of the Facilities would have needed to be higher in order for
      both the Coverage Ratio and the Portfolio Coverage Ratio, for such Test Period,
      to have satisfied the above referenced requirements.

     

    (iii)   
        In the event
      Landlord holds a Coverage Based Security Deposit pursuant to this Section 8.2.5 and, for a
      subsequent Test period, the above referenced Coverage Ratio and Portfolio
      Coverage Ratio requirements are satisfied, Landlord shall, promptly after
      receipt of reasonably satisfactory evidence of the foregoing and provided no
      Event of Default exists, return to Tenant the Coverage Based Security Deposit
      portion of the Security Deposit, which return shall not preclude Tenant from
      thereafter making a further Coverage Based Security Deposit if the Coverage
      Ratio and/or Portfolio Coverage Ratio requirements referenced above are not
      satisfied as to a subsequent Test Period.

     

    
      
        
        

      

      
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    (iv)            In
      the event Landlord holds a Coverage Based Security Deposit, then, as to each
      subsequent Test period until such deposit is returned to Tenant as provided
      in
      subsection (iii) above, the amount by which the Cash Flow from each of the
      Facilities would have needed to be higher in order for both the Coverage Ratio
      and the Portfolio Coverage Ratio, for such Test Period, to have satisfied the
      above referenced requirements shall be calculated, and, if such amount exceeds
      the amount of the Coverage Based Security Deposit then being held by Landlord,
      Tenant shall deliver an additional Coverage Based Security Deposit to Landlord
      in he amount of such excess.

     

    (v)            Landlord
      shall be entitled to treat any Coverage Based Security Deposit as part of the
      security Deposit and shall have the same rights and protections with respect
      thereto (including, without limitation, rights to draw upon any Letter of Credit
      deposited under this Section
      8.2.5) as it has with respect to the portion of the Security Deposit that
      was deposited pursuant to Section 3.4.

     

    8.2.6       
      Permitted
      Encumbrances.
Tenant shall, at its own cost, fully observe,
      perform and comply with all Permitted Encumbrances as the same apply to or
      bind

    Landlord
      or the Premises. No Tenant shall cause, or permit its respective Tenant Parties
      to cause, whether by act or omission, any breach of, default under or
      termination of any Permitted Encumbrance applicable to or binding upon Landlord
      or the Premises.

     

    8.3         
      Authorization
      Non-Compliance. In the event that Tenant shall receive a written
      complaint or notice from a private party to any Third Party Payor Program or
      Governmental Authority alleging, asserting or suggesting that Tenant is not
      in
      compliance with any Legal Requirement, any license, permit, approval or other
      Authorization or any certification for reimbursement under any Facility Provider
      Agreement or other Third Party Payor Program, Tenant shall, within five (5)
      Business Days, send notice to Landlord, whereupon Tenant shall remedy any
      condition causing such complaint, notice or non-compliance promptly, and in
      any
      case within any cure period allowed therefor by the applicable agency or
      authority, in the case of such non-compliance.

     

    8.4         
      LaSalle
      Financing.
Tenant shall comply with all of the covenants and obligations
      of
      Landlord and the owner of the Leased Property set forth in the LaSalle
      Financing, other than making principal and interest payments and, subject to
      the
      terms and conditions of Section
      50 hereof, the making of LaSalle Reserve Payments thereunder. Tenant
      shall deliver copies of any documents or correspondence it may receive or
      deliver relating to the LaSalle Financing, promptly following Tenant’s receipt
      or delivery thereof. If it is impossible for Tenant, using good faith reasonable
      efforts, to comply with any obligation relating to the LaSalle Financing, Tenant
      shall so notify Landlord and cooperate and assist Landlord in complying with
      any
      such obligation.

     

    9.            Maintenance
      of
      Facilities.

     

    9.1           Maintenance
      and
      Repair.

     

    
      
        
        

      

      
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      9.1.1      
        Facility
        Repair.
Tenant, at its sole expense, shall keep each Leased Property
        (and
        Tenant’s Personal Property) in good and safe order and repair, except for
        ordinary wear and tear and damage by Casualty and Condemnation (whether or
        not
        the need for such repairs occurs as a result of Tenant’s use, any prior use, the
        elements or the age of such Leased
        Property, Tenant’s Personal Property, or any portion thereof). Without
        limitation of the foregoing, Tenant shall promptly make all necessary and
        appropriate repairs and replacements (capital and otherwise) to each Facility,
        of every kind and nature, whether interior or exterior, structural or
        non-structural, ordinary or extraordinary, foreseen or unforeseen or arising
        by
        reason of a condition existing prior to the commencement of the Term (concealed
        or otherwise), including, but not limited to, any roof repairs or replacements
        or parking lot repairs or replacements, such that each Leased Property is
        maintained in a high quality operating and structural condition for use for
        its
        Primary Intended Use. Tenant shall maintain, repair and replace each Facility
        such that no deferred maintenance items exist at, in or on any Leased Property
        at any time and all systems, components, and elements (structural and otherwise)
        have a useful life determined in the exercise of Landlord’s reasonable judgment
        that exceeds the then applicable Expiration Date by not less than three (3)
        years (and not less than seven (7) years as to structural items). Tenant
        shall
        have in place service and maintenance contracts with duly licensed contractors
        or repair services providing for regular maintenance and repair of any and
        all
        major systems serving each Leased Property, including, but not limited to,
        the
        HVAC systems, life safety systems, plumbing systems and elevator and conveyor
        systems. Landlord may from time to time as to any one or more Leased Properties,
        and at Tenant’s sole expense (but no more than once every three (3) years at
        Tenant’s expense), cause an engineer designated by Landlord, in its sole
        discretion, to inspect one or more Leased Properties and issue a report (a
        “Leased Property Condition
        Report”) with respect to the condition of any such Leased Properties.
        Tenant shall, at its own expense, make any and all repairs or replacements
        recommended by such Leased Property Condition Report. All repairs shall be
        made
        in a good and workmanlike manner and in accordance with all Legal Requirements
        relating to such work. Landlord shall not under any circumstances be required
        to
        repair, replace, build or rebuild any improvements on any Leased Property,
        or to
        make any repairs, replacements, alterations, restorations or renewals of
        any
        nature or description to any Leased Property, whether ordinary or extraordinary,
        structural or non-structural, foreseen or unforeseen, or to make any expenditure
        whatsoever with respect thereto, or to maintain any Leased Property in any
        way.
        Tenant hereby waives, to the extent permitted by law, the right to make repairs
        at the expense of Landlord pursuant to any law currently in effect or hereafter
        enacted.

    

     

    9.1.2      
      Notice
      of
      Non-Responsibility. Except as expressly set forth in this Lease,
      nothing contained in this Lease and no action or inaction by Landlord shall
      be
      construed as: (i) constituting the consent or request of Landlord, express
      or
      implied, to any contractor, subcontractor, laborer, materialman or vendor to,
      or
      for the performance of, any labor or services or the furnishing of any materials
      or other property for the construction, alteration, addition, repair or
      demolition of or to any Leased Property or any part thereof; or (ii) giving
      Tenant any right, power or permission to contract for or permit the performance
      of any labor or services or the furnishing of any materials or other property
      in
      such fashion as would permit the making of any claim against Landlord in respect
      thereof or to make any agreement that might create, or in any way be the basis
      for, any right, title, interest, lien, claim or other encumbrance upon the
      estate of Landlord in any Leased Property, or any portion thereof. Landlord
      may
      post, at Tenant’s sole cost, such notices of non-responsibility upon, or of
      record against, any Leased Property to prevent the lien of any contractor,
      subcontractor, laborer, materialmen or vendor providing work, services or
      supplies to Tenant from attaching against the Premises. Tenant agrees to
      promptly execute and record any such notice of non-responsibility at Tenant’s
      sole cost.

     

    
      
        
        

      

      
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    9.1.3      
      Vacation
      and Surrender.
Tenant shall, upon the expiration or sooner termination of the
      Term as to any Leased Property, vacate and surrender the applicable Leased
      Property to Landlord in a high quality, broom clean condition consistent with
      the requirements of Section
      9.1.1, except as repaired, rebuilt, restored, altered or added to as
      permitted or required by the provisions of this Lease and except for damage
      from
      Casualty or Condemnation. Each Leased Property so returned to Landlord shall
      include any and all Alterations, which shall be and remain the property of
      Landlord as part of such Leased Property (except for Alterations that Landlord
      requests, in writing, that Tenant remove, which Alterations shall be promptly
      and completely removed by Tenant). Tenant shall repair, at Tenant’s sole cost,
      any damage to a Leased Property resulting from Tenant’s vacation from or
      surrender of such Leased Property and/or the removal of any Alterations
      therefrom, whether effected by Tenant or Landlord.

     

    9.2          
      Encroachments.
      If any of the Leased Improvements on any Leased Property shall,
      at
      any time, encroach upon any property, street or right-of-way adjacent to such
      Leased Property, then, promptly upon the request of Landlord, Tenant shall,
      at
      its expense, subject to its right to contest the existence of any encroachment
      and, in such case, in the event of any adverse final determination, either
      (i)
      obtain valid waivers or settlements of all claims, liabilities and damages
      resulting from each such encroachment, whether the same shall affect Landlord
      or
      Tenant, or (ii) make such changes in the Leased Improvements, and take such
      other actions, as Tenant, in the good faith exercise of its judgment deems
      reasonably practicable, to remove such encroachment, including, if necessary,
      the alteration of any of the Leased Improvements, and in any event take all
      such
      actions as may be necessary in order to be able to continue the operation of
      the
      Leased Improvements for the Primary Intended Use substantially in the manner
      and
      to the extent the Leased Improvements were operated prior to the assertion
      of
      such encroachment. Any such alteration shall be made in conformity with the
      applicable requirements of Section 11. Tenant’s
      obligations under this Section
      9.2 shall be in addition to and shall in no way discharge or diminish any
      obligation of any insurer under any policy of title or other insurance and
      Tenant shall not be entitled to a credit for any sums recovered by Landlord
      under any such policy of title or other insurance.

     

    10.         
      Tenant’s
      Representations and
      Warranties. Tenant hereby makes the following representations and
      warranties, as of the date hereof, to Landlord and acknowledges that Landlord
      is
      granting the Lease in reliance upon such representations and warranties.
      Tenant’s representations and warranties shall survive the expiration or
      termination of this Lease and, except to the extent otherwise specifically
      limited, shall continue in full force and effect, and remain true and correct,
      until Tenant’s obligations hereunder have been performed in full.

     

    10.1       
      Organization
      and Good
      Standing. Each Tenant is a limited liability company, duly
      organized, validly existing and in good standing under the laws of the State
      of
      Delaware. Each Tenant is qualified to do business in and is in good standing
      under the laws of the State in which the Facility operated by such Tenant is
      located. Tenant has delivered true and complete copies of the documents,
      certificates and agreements pursuant to which each Tenant is organized to do
      business (the “Tenant Org
      Docs”).

     

    10.2       
      Power
      and Authority.
Each Tenant has the power and authority to execute, deliver and
      perform this Lease and to make itself jointly and severally liable for the
      obligations
      of each other Tenant. Each Tenant has taken all requisite action necessary
      to
      authorize the execution, delivery and performance of such Tenant’s obligations
      under this Lease.

     

    
      
        
        

      

      
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    10.3       
      Enforceability.
      This Lease constitutes a legal, valid, and binding obligation
      of
      each Tenant enforceable in accordance with its terms, subject to the effect
      of
      any applicable bankruptcy, insolvency, reorganization, moratorium or similar
      law
      affecting creditor’s rights generally, including, without limitation, fraudulent
      transfer or conveyance laws.

     

    10.4       
      Consents.
The
      execution, delivery and performance of this Lease will not require any consent,
      approval, authorization, order, or declaration of, or any filing or registration
      with, any court, any Governmental Authority, or any other Person., except as
      set
      forth on Schedule 10.4
attached hereto.

     

    10.5       
      No
      Violation.
The execution, delivery and performance of this Lease (i) do
      not
      and will not conflict with, and do not and will not result in a breach of,
      any
      Tenant Org Docs; and (ii) do not and will not violate in any material respect
      any order, writ, injunction, decree, statute, rule or regulation applicable
      to
      any Tenant or any of the Facilities.

     

    10.6       
      Reports
      and Statements.
All reports, statements (financial or otherwise), certificates
      and
      other data furnished by or on behalf of Tenant or any Guarantor to Landlord
      in
      connection with this Lease, and all representations and warranties made herein
      or in any certificate or other instrument delivered in connection herewith,
      are
      and will be, to the best of Tenant’s knowledge, true and correct in all material
      respects as of the date of such report, statement, certificate or other
      data.

     

    10.7       
      No
      Default. As
      of the date hereof, (i) there is no existing Event of Default under this Lease;
      and (ii) no event has occurred which, with the giving of notice or the passage
      of time, or both, would constitute or result in such an Event of
      Default.

     

    10.8      
      Adverse
      Matters.
To the best of Tenant’s knowledge and except as set forth on Schedule 10.8
attached
      hereto,
      no Tenant nor any of their respective officers, directors, members or managing
      employees or other contractors, subcontractors, employees or agents has engaged
      in any activities that are prohibited under criminal law, or are cause for
      civil
      penalties or mandatory or permissive exclusion from any Third Party Payor
      Program or any governmental health care program. To the best of Tenant’s
      knowledge, there is no, and there shall continue to be no, threatened, existing
      or pending revocation, suspension, termination, probation, restriction,
      limitation or non-renewal affecting any Tenant or any Facility with regard
      to
      participation in any Third Party Payor Program or the applicable Authorizations
      to which any Tenant or Facility presently or at any time hereafter is/are
      subject.

     

    10.9      
      Certification.
      Each Tenant has obtained any and all Authorizations necessary
      or
      advisable to operate its Facility(ies) for its Primary Intended Use and to
      be,
      and to continue to be, validly licensed and certified to operate its applicable
      Facility in accordance with all applicable governmental rules and regulations
      and the requirements of all applicable Governmental Authorities.

     

    10.10     
      No
      Reimbursement Audits or
      Appeals. There are no current, pending or outstanding
      reimbursement audits regarding any Third Party Payor Program nor any appeals
      pending at any Facility.

     

    
      
        
        

      

      
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    10.11    
       No
      Recoupments Efforts.
There are no current or pending recoupment efforts regarding
      any
      Third Party Payor Program at (or with respect to) any Facility. Tenant is not
      a
      participant in any federal program whereby any Governmental Authority may have
      the right to recover funds by reason of the advance of federal
      funds.

     

    10.12    
       Professional
      Liability
      Reserves. For each Facility, the applicable Tenant or Guarantor
      has accrued, and will periodically (on an annual basis and upon any Reserve
      Event) accrue, reserves for expenses relating to malpractice and professional
      liability claims that are adequate and complete in the exercise of commercially
      reasonable judgment and normal commercial practice, which reserves have been,
      and will be, approved by its independent auditors and its independent
      actuary.

     

    10.13     
      Primary
      Intended Use.
Each Facility is being operated for its Primary Intended Use
      and
      contains the number of licensed and operational units described on Schedule 1 attached
      hereto.

     

    10.14    
      Compliance
      with Laws.
Each Tenant is in substantial compliance with all applicable
      federal, state and local laws, regulations and guidelines (including, without
      limitation, any government payment program requirements and disclosure of
      ownership and related information requirements), quality and safety standards,
      accepted professional standards and principles that apply to professionals
      providing services to assisted or independent living facilities, in each case,
      as applicable, accreditation standards, and requirements of applicable
      Governmental Authorities, including, without limitation, those requirements
      relating to the physical structure and environment of each Leased Property,
      licensing, quality and adequacy of medical care, distribution of
      pharmaceuticals, rate setting, equipment, personnel, operating policies,
      additions to facilities and services and fee splitting. No Tenant has committed
      any act which may give any Governmental Authority the right to cause Tenant
      to
      lose any applicable Authorizations.

     

    10.15     
      Ownership
      of Authorizations.
The Authorizations: (i) are not, and have not been, transferred
      to
      any location other than the Facility to which such Authorizations relate; (ii)
      are not, and have not been, pledged as collateral security for any loan or
      indebtedness other than pursuant to the terms of this Lease; (iii) are held
      free
      from restrictions or conflicts that would materially impair the use or operation
      of each Facility for its Primary Intended Use; and (iv) are not provisional,
      probationary or restricted in any way.

     

    10.16     
      Third
      Party Payor Programs.
There is no threatened or pending revocation, suspension,
      termination, probation, restriction, limitation, fine, civil monetary penalty,
      recoupment or non-renewal affecting any Tenant or any Leased Property in respect
      of any Third Party Payor Programs to which Tenant or any Facility is subject.
      All cost reports and financial reports, if any, submitted by any Tenant pursuant
      to any Third Party Payor Program have been and will continue to be materially
      accurate and complete and have not been and will not be misleading in any
      material respects.

     

    
      
        
        

      

      
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    11.         
      Alterations.

     

    11.1       
      Alterations.
      Tenant shall not (i) make any Capital Alterations on or to any
      Leased Property, (ii) enlarge or reduce the size of any Facility and/or (iii)
      make any Capital Alterations or other Alterations that would tie in or connect
      with any improvements on property adjacent
      to the Land. Tenant may, without Landlord’s consent, make any alterations,
      additions, or improvements (collectively, with the alterations described in
      items (i) – (iii) of the preceding sentence, “Alterations”) to any Leased
      Property if such Alterations are not of the type described in clause (i), (ii)
      or (iii) above, so long as in each case: (w) the same do not (A) decrease the
      value of the Leased Property, (B) affect the exterior appearance of the Leased
      Property, or (C) affect the structural components of the Leased Property or
      the
      main electrical, mechanical, plumbing, elevator or ventilating and air
      conditioning systems for any Facility, (x) the same are consistent in terms
      of
      style, quality and workmanship to the original Leased Property and Fixtures,
      (y)
      the same are constructed and performed in accordance with the provisions of
      Section 11.2 below and
      (z) the cost thereof does not exceed, in the aggregate, $250,000.00 for any
      consecutive twelve (12) month period with respect to any single Facility. Except
      for those limited Alterations that expressly do not require Landlord’s consent
      pursuant to the preceding sentence, all Alterations shall be subject to
      Landlord’s prior written consent, in Landlord’s reasonable discretion. To the
      extent Landlord’s prior written consent shall be required in connection with any
      Alterations, Landlord may impose such conditions thereon in connection with
      its
      reasonable approval thereof as Landlord deems appropriate. Notwithstanding
      the
      foregoing, Landlord agrees that painting, landscaping, and replacement of floor,
      wall and window coverings shall be deemed Alterations that do not require
      Landlord’s consent, regardless of the cost thereof, so long as the same meet the
      requirements of clauses (x) and (y) above, and the cost thereof shall not be
      counted towards the above-referenced $250,000.00 threshold.

     

    11.2       
      Construction
      Requirements
      for all Alterations. For all Alterations of any Leased Property,
      the following shall apply and shall be in addition to and not in lieu of any
      other requirements that Landlord may impose on Tenant in connection with the
      making of any Alterations and, except as described in this Section 11.2, the following
      shall apply whether or not Landlord’s consent to the subject Alteration is
      required:

     

     11.2.1   
Plans
      and Specifications.
Prior to commencing any Alterations, Tenant shall have submitted
      to Landlord a written proposal describing in reasonable detail such proposed
      Alteration and shall provide to Landlord for approval (or information, in the
      case of Alterations that do not require Landlord’s consent) such plans and
      specifications, permits, licenses, construction budgets and other information
      (collectively, the “Plans and
Specifications”)
      as Landlord shall request, showing in reasonable detail the scope and
      nature of the proposed Alteration.

     

     11.2.2   
Permits.
      Such construction shall not commence until Tenant shall have procured
      and
      paid for all municipal and other governmental permits and authorizations
      required therefor (as well as any permits or approvals required in connection
      with any Permitted Encumbrance), and Landlord shall join in the application
      for
      such permits or authorizations whenever such action is necessary; provided,
      however, that (i) any such joinder shall be at no liability, cost or expense
      to
      Landlord; and (ii) any Plans and Specifications required to be filed in
      connection with any such application that require the approval of Landlord
      shall
      have been so approved by Landlord.

     

     11.2.3  
 No
      Impairment.
Such construction shall not, and prior to commencement of such
      construction Tenant’s licensed architect or engineer shall certify to Landlord
      that such construction shall not, impair the structural strength of any
      component of the applicable Facility or overburden or impair the operating
      efficiency of the electrical, water, plumbing,
      HVAC or other building systems of any such Facility. The aforesaid certification
      shall not be required in the case of Alterations that do not require Landlord’s
      consent.

     

    
      
        
        

      

      
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     11.2.4   
Compliance
      Certification.
Prior to commencing any Alterations, Tenant’s licensed architect
      or engineer shall certify to Landlord that the Plans and Specifications conform
      to and comply with all Insurance Requirements and all applicable building,
      subdivision and zoning codes, laws, ordinances, regulations and other Legal
      Requirements. The aforesaid certification shall not be required in the case
      of
      Alterations that do not require Landlord’s consent.

     

     11.2.5   
Parking.
      During and following completion of such construction, the parking that
      is
      located on the Land adjoining the applicable Facility shall remain adequate
      for
      the operation of such Facility for its Primary Intended Use and in no event
      shall such parking be less than is required by any applicable Legal Requirements
      or was located on the Land adjoining such Facility prior to such
      construction.

     

     11.2.6   
Materials;
      Quality.
All work done in connection with such construction shall be done
      promptly and in a good and workmanlike manner using first-class materials and
      in
      conformity with all Legal Requirements.

     

     11.2.7  
As-Builts.
      Promptly following the completion of the construction of any
      Alterations, Tenant shall deliver to Landlord: (i) “as built” drawings of any
      Capital Alterations included therein, certified as accurate by the licensed
      architect or engineer selected by Tenant to supervise such work; and (ii) a
      certificate from Tenant’s licensed architect or engineer certifying to Landlord
      that such Alterations have been completed in compliance with the Plans and
      Specifications and all applicable Legal Requirements. The certification
      referenced in subsection (ii) above shall not be required in the case of
      Alterations that do not require Landlord’s consent.

     

     11.2.8   
Certificate
      of Occupancy.
If, by reason of the construction of any Alteration, a new or
      revised certificate of occupancy for any component of the applicable Facility
      is
      required, Tenant shall obtain such certificate in compliance with all applicable
      Legal Requirements and furnish a copy of the same to Landlord promptly upon
      receipt thereof.

     

     11.2.9   
Lien
      Waivers.
Upon completion of any Alteration, Tenant shall promptly deliver
      to Landlord final lien waivers from each and every general contractor and
      subcontractor that provided goods or services in connection with such Alteration
      indicating that such contractor or subcontractor has been paid in full for
      such
      goods or services, together with such other evidence as Landlord may reasonably
      require to satisfy Landlord that no liens have been created in connection with
      such Alteration. The deliveries referenced in this Section 11.2.9 shall not be
      required in the case of Alterations that do not require Landlord’s consent,
      unless and to the extent requested in writing by Landlord.

     

    11.3        
      Capital Expenditures
      Account.

     

    11.3.1    
Required
      Capital
      Expenditures.

     

    11.3.1.1
As
      used in this
      Lease, (i) “Required Leased
      Property Annual Capital
      Expenditures Amount” shall mean, for any Lease Year and any Leased
Property,
      an amount equal to the product of (a) the Required Per Unit Annual Capital
      Expenditures Amount that is applicable during such Lease Year (calculated as
      a
      weighted average in the event of any change in such Required Per Unit Annual
      Capital Expenditures Amount during such Lease Year) times (b) the aggregate
      number of Units at such Leased Property during such Lease Year (calculated
      as a
      weighted average in the event of any change in the number of such Units during
      such Lease Year), but, subject to Section 11.3.4, below, with
      such amount to be prorated for any partial Lease Year (or, in the case of the
      First Lease Year, any Lease Year including in excess of twelve (12) months),
      and
      (ii) “Capital Expenditures”
shall mean expenditures
      by Tenant on repairs, replacements and
      improvements to the Premises (including any part of Landlord’s Personal Property
      or Tenant’s Personal Property other than any part thereof that, by the terms of
Section 35 below, is to
      be retained by Tenant upon the expiration or termination of this Lease) that
      (a)
      in accordance with GAAP, constitute capital expenditures, (b) are contemplated
      by the Annual Capital Expenditure Budget and (c) have been completed in a good,
      workmanlike and lien free fashion and in compliance with all Legal Requirements
      and with the terms of Sections
      11.1 and 11.2
applicable
      to any Alterations.

     

    
      
        
        

      

      
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    11.3.1.2
Within
      thirty (30)
      days following the end of each Lease Year (or of any partial Lease Year
      resulting from the expiration or termination of this Lease) ( such Lease Year
      (or partial Lease Year, if applicable), the “Subject Lease Year”), Tenant
      shall deliver to Landlord a report (a “Capital Expenditures Report”),
certified as true,
      correct and complete by Tenant pursuant to an
      Officer’s Certificate, summarizing and describing in reasonable detail all of
      the Capital Expenditures made by Tenant during such Subject Lease Year and
      the
      two (2) Lease Years preceding it (such Subject Lease Year, together with the
      two
      (2) Lease Years preceding it, the “Subject Three Lease Years”),
on both an aggregate
      basis and broken down for each Leased Property, and
      such receipts and other information as Landlord may reasonably request relative
      to the Capital Expenditures made by Tenant during such Subject Three Lease
      Years. Commencing with the third (3rd) Lease
      Year,
      if, as to a particular Leased Property and a particular Subject Lease Year,
      the
      sum of (i) the amount of the Capital Expenditures so made by Tenant at such
      Leased Property during the applicable Subject Three Lease Years and so reported
      to Landlord, plus (ii) the amount of any Capital Expenditures Deposits
      previously made by Tenant with respect to such Leased Property and such Subject
      Three Lease Years, and minus (iii) the amount of any payments made to Tenant
      from the Capital Expenditures Account with respect to such Leased Property
      and
      such Subject Three Lease Years (such sum, as to a particular Leased Property
      and
      a particular Subject Lease Year, the “Actual Leased
      Property Three Lease Years
      Capital Expenditures Amount”) is less than the sum of the Required Leased
      Property Annual Capital Expenditures Amounts for the Lease Years included in
      such Subject Three Lease Years (such sum, as to a particular Leased Property
      and
      a particular Subject Lease Year, the “Required Leased Property
      Three Lease
      Years Capital Expenditures Amount”), Tenant
      shall, on or prior to the due date of the Capital Expenditures Report for such
      Subject Lease Year, deposit (herein, a “Capital Expenditures Deposit”)
into an interest bearing
      account (the “Capital Expenditures Account”)
under the sole dominion
      and control of Landlord (or any Facility
      Mortgagee) an amount equal to the amount by which such Required Leased Property
      Three Lease Years Capital Expenditures Amount exceeds such Actual Leased
      Property Three Lease Years Capital Expenditures Amount. If, as to a particular
      Leased Property and a particular Subject Lease Year, the applicable Actual
      Leased Property Three Lease Years Capital Expenditures Amount exceeds the
      applicable Required Leased Property Three Lease Years Capital Expenditures
      Amount, then, provided no default or Event of Default by Tenant exists
      hereunder, within five (5) Business Days after Tenant’s presentation of its
      Capital Expenditures
      Report for such Subject Lease Year reflecting such greater expenditure at such
      Leased Property (if Landlord is holding the Capital Expenditures Account) or
      within five (5) Business Days after Landlord’s receipt of the necessary funds
      from the Facility Mortgagee that is holding the Capital Expenditures Account
      (if
      a Facility Mortgagee is holding the Capital Expenditures Account), Landlord
      shall pay to Tenant the lesser of (a) the amount by which the applicable Actual
      Leased Property Three Lease Years Capital Expenditures Amount so made by Tenant
      at such Leased Property and so reported to Landlord exceeds the applicable
      Required Three Lease Years Capital Expenditures Amount or (b) the net amount
      of
      funds in the Capital Expenditures Account that are attributable to Capital
      Expenditures Deposits previously made with respect to such Leased Property.
      Attached hereto as Schedule
      11.3.1 is an example of the application of this Section 11.3.1.

     

    
      
        
        

      

      
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     11.3.2  
Capital
      Expenditures
      Account. In addition to any other deposit required under this
      Lease, on the date hereof, Tenant shall make an initial deposit of $80,000
      into
      the Capital Expenditures Account. The Capital Expenditures Account shall be
      maintained with a Lending Institution reasonably satisfactory to Landlord or
      with any Facility Mortgagee, and, for purposes of Section 11.3.1.2(b) above and
      the other terms of this Lease, Landlord shall, with respect to each Capital
      Expenditures Deposit, keep records allocating such deposit to the appropriate
      Leased Property(ies) hereunder. Landlord shall not be liable to Tenant or any
      other Person for any decline in the value of the funds held in the Capital
      Expenditures Account. Furthermore, neither Landlord nor any Facility Mortgagee
      shall bear responsibility for the financial condition of, nor any act or
      omission by, any Lending Institution at which the Capital Expenditures Account
      is located. The interest from deposits into the Capital Expenditures Account
      shall be retained in the Capital Expenditures Account to be applied in
      accordance with the terms of this Section 11.3. Tenant hereby
      grants to Landlord a first priority security interest in the Capital
      Expenditures Account pursuant to the Uniform Commercial Code (the “UCC”) of the State whose
      laws
      govern the perfection of such security interest, and the provisions of Section 21.1.1.1 below shall
      be applicable to such security interest. Upon the occurrence of any Event of
      Default, Landlord or any Facility Mortgagee may apply any funds held in the
      Capital Expenditures Account to cure such Event of Default or on account of
      any
      damages suffered or incurred by Landlord in connection therewith. In connection
      with any assignment of Landlord’s interest under this Lease, the assigning
      Landlord or any predecessor shall have the right, and the obligation, to
      transfer all amounts in the Capital Expenditures Account and still in its
      possession or control to such assignee and, upon such transfer, the assigning
      Landlord or any such predecessor, as the case may be, transferring any such
      amounts shall thereupon be completely released from all liability with respect
      to such amounts so transferred, and Tenant shall look solely to said assignee
      in
      reference thereto.

     

     11.3.3  
Disposition
      of Capital
      Expenditures Account. As described above, within thirty (30) days
      following the expiration or termination of this Lease, Tenant shall deliver
      to
      Landlord a Capital Expenditures Report with respect to the Lease Year or partial
      Lease Year immediately preceding such expiration or termination, and, if
      applicable, make a deposit into the Capital Expenditures Account. If, on the
      basis of such Capital Expenditures Report, Tenant is entitled to a payment
      as
      described in Section 11.3.1
above, then, notwithstanding
      anything to the contrary contained in such
Section 11.3.1, such
      payment shall be due and payable to Tenant only as and when the conditions
      of
Section 3.4.3 for the
      return of the Security Deposit have been met. Except as provided in the
      preceding sentence, upon the expiration or termination of this Lease, all funds
      in the Capital Expenditures Account (including, without limitation,
      any funds that are required to be deposited therein by Tenant with respect
      to
      the Lease Year or partial Lease Year immediately preceding such expiration
      or
      termination) shall automatically and without further action of the parties
      become the property of Landlord, without any obligation on Landlord’s part to
      credit Tenant in any manner therefor. The obligations of Landlord and Tenant
      under this Section 11.3
shall survive the
      expiration or termination of this Lease.

     

    
      
        
        

      

      
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    11.3.4   
Certain
      Divisions and
      Calculations. In the event that this Lease is terminated as to one
      or more Leased Properties (but not all of the Premises) on account of any event,
      circumstance or transaction to which Section 17.9 or Section
      40 is applicable,
      then, for purposes of dividing any amounts then held in the Escrow Account
      or
      the Capital Expenditures Account between the amounts that will continue to
      be
      held under this Lease and the amounts that will be transferred to corresponding
      accounts under a New Lease entered into pursuant to Section 40 hereof or for any
      other purpose under this Lease, any such amounts so held in the Escrow Account
      or the Capital Expenditures Account shall be allocated to and among each
      terminated, and each non-terminated, Leased Property as determined by Landlord,
      in its sole discretion if any such termination results from an Event of Default
      and otherwise in its reasonable discretion. In addition, in the event of (i)
      any
      termination of this Lease as to one or more Leased Properties (but not all
      of
      the Premises) on account of any New Lease under Section 40 or (ii) any
      combination of leases pursuant to Section 39, calculations of
      the applicable amounts of the Required Leased Property Annual Capital
      Expenditures Amount, Actual Leased Property Three Lease Years Capital
      Expenditures Amount, required Capital Expenditures Deposits and similar items
      shall be made with respect to the Transferred Premises (in the case of Section 40) or the combined
      properties under the Section 39 Lease (in the case of Section 39) the same as if all
      of such Transferred Premises or combined properties, as applicable, had been
      under the New Lease or Section 39 Lease relating thereto, as applicable, during
      any partial Lease Year preceding the Property Transfer Date (in the case of
      Section 40) or Section
      39 Date (in the case of Section
      39) applicable thereto.

     

    11.4       
      Annual
      Capital Expenditure
      Budget. On or prior to January 31 of each calendar year, Tenant
      shall deliver to Landlord, at Tenant’s expense, a budget (the “Annual Capital
      Expenditure Budget”)
setting forth Tenant’s reasonable estimate of the capital repairs,
      replacements and improvements to the Premises that Tenant anticipates will
      be
      necessary in such calendar year to comply with the maintenance, repair and
      replacement obligations contained in Section 9 hereof and maintain
      the Leased Properties in a high quality condition, and, on or prior to the
      December 15 preceding the commencement of such calendar year, Tenant shall
      deliver to Landlord, at Tenant’s expense, a preliminary draft of the aforesaid
      Annual Capital Expenditure Budget for such calendar year. Tenant shall perform
      any and all capital repairs, replacements or improvements contemplated by the
      Annual Capital Expenditure Budget within twenty-four (24) months after the
      commencement of the calendar year to which such Annual Capital Expenditure
      Budget relates. If Tenant has not completed such capital repairs, replacements
      or improvements within such twenty-four (24) month period, Landlord may, but
      shall not be obligated to, complete such capital repairs, replacements or
      improvements, in which case Landlord may reimburse itself for the cost of any
      such work by withdrawing funds from the Capital Expenditures Account sufficient
      to pay for such capital repairs, replacements or improvements, and Tenant shall,
      within ten (10) days following demand therefor by Landlord, (i) restore to
      the
      Capital Expenditures Account any amount so withdrawn therefrom and paid to
      Landlord and (ii) to the extent there were insufficient funds in the Capital
      Expenditures Account fully to reimburse Landlord
      for the cost of such work, pay to Landlord any remaining unreimbursed amount.
      In
      the event of any payment by Tenant pursuant to subsection (i) and/or (ii) above,
      Tenant shall be entitled to include the amount thereof in its next Capital
      Expenditures Report.

     

    
      
        
        

      

      
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    12.           Liens.
Subject
      to the
      provisions of Section 13
below governing a
      permitted contest by Tenant, Tenant will not, directly
      or indirectly, create or allow to remain, and will promptly discharge at its
      expense, any lien, encumbrance, attachment, title retention agreement or claim
      upon any Leased Property or any attachment, levy, claim or encumbrance in
      respect of the Rent, not including, however, (i) liens for those taxes of
      Landlord that Tenant is not required to pay hereunder, (ii) liens for
      Impositions or for sums resulting from noncompliance with Legal Requirements,
      so
      long as (1) the same are not yet payable or (2) such liens are in the process
      of
      being contested as permitted by Section 13, (iii) liens of
      mechanics, laborers, materialmen, suppliers or vendors for sums either disputed
      in good faith or not yet due, provided that (1) such lien and such reserve
      or
      other appropriate provisions as shall be required by law or generally accepted
      accounting principles shall have been made therefor and (2) any such liens
      are
      in the process of being contested as permitted by Section 13, and (iv) any liens
      that are expressly the responsibility of Landlord hereunder. Notwithstanding
      the
      foregoing, Tenant shall bond over any lien affecting the applicable Leased
      Property if Landlord shall request or if any applicable Facility Mortgagee
      shall
      so require.

     

    13.           Permitted
      Contests.
Tenant, on its own or on Landlord’s behalf (or in Landlord’s
      name), but at Tenant’s expense, may contest, by appropriate legal proceedings,
      conducted in good faith and with due diligence, the amount, validity or
      application, in whole or in part, of any Imposition or any lien, attachment,
      levy, encumbrance, charge or claim not otherwise permitted by Section 12, provided that (i)
      in the case of an unpaid Imposition, lien, attachment, levy, encumbrance,
      charge, or claim, the commencement and continuation of such proceedings shall
      suspend the collection thereof from Landlord and from the applicable Leased
      Property, (ii) neither the applicable Leased Property nor any Rent therefrom
      nor
      any part thereof or interest therein would be reasonably likely to be in danger
      of being sold, forfeited, attached or lost, (iii) Tenant shall indemnify and
      hold harmless Landlord and the Landlord Indemnified Parties from and against
      any
      Losses incurred by Landlord or the Landlord Indemnified Parties in connection
      with any such contest or as a result thereof, (iv) Tenant shall give such
      security as may be demanded by Landlord to insure ultimate payment of, or
      compliance with, the same and to prevent any sale or forfeiture of the affected
      Leased Property or the Rent by reason of such non-payment or non-compliance;
      provided, however, the provisions of this Section 13 shall not be
      construed to permit Tenant to contest the payment of Rent or any other sums
      payable by Tenant to Landlord hereunder, (v) in the case of the contest of
      an
      Insurance Requirement, the coverage required by Section 14 shall be
      maintained, and (vi) if such contest is resolved against Landlord or Tenant,
      Tenant shall, as Additional Rent due hereunder, pay to the appropriate payee
      the
      amount required to be paid, together with all interest and penalties accrued
      thereon, within ten (10) days after such determination (or within such shorter
      period as may be required by the terms of such determination), and comply,
      within any cure period allowed therefor by the applicable agency or authority
      (or if no such cure period shall be allowed or specified by the applicable
      agency or authority, promptly and diligently following the effective date of
      such determination); provided, however, that this subsection (vi) is not
      intended, and shall not be construed, to afford Tenant any cure or grace period
      beyond the effective date of any final unappealable determination. Landlord,
      at
      Tenant’s expense, shall execute and deliver to Tenant such authorizations and
      other documents as may reasonably be required in any such contest, and,
if
      reasonably requested by Tenant or if Landlord so desires, shall join as a party
      therein. The terms of this Section 13 shall survive the
      expiration or sooner termination of this Lease.

     

    
      
        
        

      

      
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    14.          
      Insurance.

     

    14.1       
      General
      Insurance
      Requirements. Tenant shall obtain and maintain, or cause to be
      maintained, insurance for Tenant and the Leased Properties providing insurance
      coverages of such types, against such risks, in such amounts, with such
      deductibles and self-insurance retentions and with such endorsements as (i)
      Landlord, in its sole discretion, from time to time deems (1) commercially
      reasonable (in light of such factors, including, without limitation, the
      availability and cost of particular types and amounts of coverages, as Landlord,
      in its sole discretion, deems appropriate) and/or (2) consistent with the
      insurance coverages that are maintained by owners of properties similar to
      the
      Leased Properties or (ii) as may be required from time to time by any Facility
      Mortgagee, but with such insurance coverages at all times to include (without
      limitation of the preceding provisions for greater coverages) at least the
      following minimum coverages:

     

     14.1.1   
      Coverage for loss or damage by fire, lightning, wind and such other
      perils as are included in a standard “all risk” or “special causes of loss”
endorsement and against loss or damage by other risks and hazards covered by
      a
      standard property insurance policy, including, without limitation, riot, civil
      commotion, vandalism, malicious mischief, burglary and theft, relative to each
      Leased Property, in each case (i) in an amount equal to one hundred percent
      (100%) of the Full Replacement Cost of such Leased Property; (ii) containing
      an
      agreed amount endorsement with respect to the Leased Improvements and Tenant’s
      Personal Property at such Leased Property waiving all co-insurance provisions;
      (iii) containing (a) an “Ordinance or Law Coverage” or “Enforcement” endorsement
      and (b) “demolition” insurance and “increased cost of construction” insurance,
      if any of the Leased Improvements at, or the use of, such Leased Property shall
      at any time constitute legal non-conforming structures or uses; and (iv) having
      a deductible not exceeding Two Hundred Fifty Thousand and No/100 Dollars
      ($250,000.00). In addition, each Tenant shall at a minimum obtain: (y) flood
      hazard insurance, in the event that any portion of the Leased Improvements
      at
      any Leased Property is currently or at any time in the future located in a
      federally designated “special flood hazard area”, and (z) earthquake insurance,
      in the event that any Leased Property is located in an area with a high degree
      of seismic activity, provided that the insurance pursuant to clauses (y) and
      (z)
      hereof shall be on terms consistent with the comprehensive all risk insurance
      policy required under this Section 14.1.1.

     

     14.1.2  
Commercial
      general liability insurance against claims for personal injury, bodily injury,
      death or damage to the Leased Properties occurring upon, in or about each Leased
      Property, such insurance (i) to be for a combined limit, excluding umbrella
      coverage, of not less than One Million and No/100 Dollars ($1,000,000.00) per
      occurrence with not less than a Three Million and No/100 Dollars ($3,000,000.00)
      general aggregate limit and with the applicable limits applying on a “per
      location” basis; (ii) to cover at least the following: (1) premises and
      operations; (2) products and completed operations on an “if any” basis; (3)
      independent contractors; (4) blanket contractual liability for legal contracts;
      (5) contractual liability covering indemnities, if any, given by Tenant
      contained in the Facility Mortgage, if any, applicable to the Leased Property,
      to the extent the same is available; (6) broad form property damage; (7)
      personal injury (including death resulting therefrom); (8) healthcare
      professional liability
      and (9) a liquor liability endorsement if alcoholic beverages are sold at any
      Leased Property; and (iii) to have a per claim deductible not exceeding Five
      Hundred Thousand and No/100 Dollars ($500,000.00).

     

    
      
        
        

      

      
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     14.1.3  
Business
      interruption insurance (i) with loss payable to Landlord; (ii) covering all
      risks required to be covered by the insurance provided for in Section 14.1.1 above; (iii) in
      an amount sufficient to avoid any co-insurance penalty and to provide proceeds
      that will, in Landlord’s sole discretion, cover a period of not less than twelve
      (12) months from the date of casualty or loss; and (iv) containing an extended
      period of indemnity endorsement that provides that, after the physical loss
      to
      the applicable Leased Property has been repaired, the continued loss of income
      will be insured until such income returns to the same level it was prior to
      the
      loss or the expiration of not less than twelve (12) months from the date of
      the
      loss, whichever first occurs, and notwithstanding that the policy may expire
      prior to the end of such period.

     

     14.1.4  
At
      all
      times during which Alterations or structural construction or repairs are being
      made with respect to any of the Leased Improvements, and only if the Leased
      Properties’ coverage form does not otherwise apply, (i) owner’s contingent or
      protective liability insurance covering claims not covered by or under the
      terms
      or provisions of the above mentioned commercial general liability insurance
      policy; and (ii) the insurance provided for in Section 14.1.1 above written
      in a so-called builder’s risk completed value form (1) on a non-reporting basis,
      (2) against all risks insured against pursuant to Section 14.1.1 above, (3)
      including permission to occupy the Leased Properties, and (4) with an agreed
      amount endorsement waiving co-insurance provisions.

     

     14.1.5  
Workers’
      compensation insurance, subject to the statutory limits of the State in which
      the applicable Leased Property is located, and employer’s liability insurance
      with limits of at least One Hundred Thousand and No/100 Dollars ($100,000.00)
      per accident and per disease, per employee, and at least Five Hundred Thousand
      and No/100 Dollars ($500,000.00) aggregate in respect of any work or operations
      on or about any Leased Property, or in connection with any Leased Property
      or
      its operation (if applicable).

     

     14.1.6  
Broad
      form
      boiler and machinery insurance (without exclusion for explosion) covering all
      boilers or other pressure vessels, machinery, and equipment located in, on
      or
      about any Leased Property (including “system breakdown coverage”) and insurance
      against loss of occupancy or use arising from any breakdown of such
      equipment.

     

     14.1.7   
Motor
      vehicle liability coverage for all owned and non-owned vehicles, including,
      without limitation, rented and leased vehicles, containing limits per
      occurrence, including umbrella coverage, of not less than One Million and No/100
      Dollars ($1,000,000.00).

     

     14.1.8   
If
      alcoholic beverages are sold at any Leased Property, so-called “dramshop”
insurance or other liability insurance required in connection with the sale
      of
      alcoholic beverages.

     

    14.1.9    
      Insurance against employee dishonesty.

     

    
      
        
        

      

      
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    14.2       
      Policies;
      Certificates.
All insurance provided for in Section 14.1
above
      shall be
      obtained under valid and enforceable policies (individually, a “Policy” and, collectively,
      the
“Policies”) and shall be
      subject to the approval of Landlord, which approval shall not be unreasonably
      withheld or delayed. Not less than ten (10) days prior to the expiration date
      of
      each Policy, a certificate of insurance evidencing the renewal of such Policy,
      accompanied by evidence satisfactory to Landlord of payment of the premiums
      then
      due thereunder (the “Insurance
      Premiums”), shall be delivered by Tenant to Landlord. Tenant shall
      deliver certified copies of the Policies to Landlord prior to the date hereof
      and thereafter upon request. All Policies must have a term of not less than
      one
      (1) year.

     

    14.3       
      Blanket
      and Loss Limit
      Policies. Any blanket Policy shall specifically allocate to each
      Leased Property the amount of coverage from time to time required hereunder
      and
      shall otherwise provide the same protection as would a separate Policy insuring
      only such Leased
      Property in compliance with the provisions of Section 14.1. Policies under
Sections
      14.1.1, 14.1.3
and 14.1.6 above
      shall be permitted to be written on a loss limit basis, subject to the delivery
      to Landlord of such information relating thereto as Landlord may from time
      to
      time reasonably request and to Landlord’s approval of such loss limit and of the
      terms thereof, which approval shall not be unreasonably withheld, delayed or
      conditioned.

     

    14.4       
      Additional
      Insured; No
      Separate Insurance. All Policies provided for or contemplated by
Section 14.1
above,
      except for the Policy referenced in Section 14.1.5, shall name
      each applicable Tenant as the insured and Landlord and any Facility Mortgagee(s)
      and its/their successors and/or assigns as additional insureds, as its/their
      interests may appear, and, in the case of property damage, loss of rent,
      business interruption, terrorism, boiler and machinery, flood and earthquake
      insurance, shall contain a so-called New York standard non-contributing
      mortgagee clause in favor of Landlord or any Facility Mortgagee, as applicable,
      providing that the loss thereunder shall be payable to Landlord or such Facility
      Mortgagee, as applicable. Tenant shall not, on Tenant’s own initiative or
      pursuant to the request or requirement of any third party, (i) take out separate
      insurance concurrent in form or contributing in the event of loss with that
      required in this Section 14
to be furnished by
      Tenant or (ii) increase the amounts of any then
      existing insurance by securing an additional policy or policies, unless all
      parties having an insurable interest in the subject matter of the insurance,
      including in all cases Landlord and all Facility Mortgagees, are included
      therein as additional insureds and the loss is payable under such insurance
      in
      the same manner as losses are payable under this Lease. Tenant shall immediately
      notify Landlord of the taking out of any such separate insurance or of the
      increasing of any of the amounts of the then existing insurance by securing
      an
      additional policy or policies.

     

    14.5         Policy
      Requirements.
All Policies of insurance provided for in Section
      14.1 shall contain
      clauses or endorsements to the effect that:

     

    (i)            no
      failure by Tenant or any Tenant Party to comply with the provisions of any
      Policy, that might otherwise result in a forfeiture or impairment of the
      insurance or any part thereof, shall in any way affect the validity or
      enforceability of the insurance insofar as Landlord or any Facility Mortgagee
      is
      concerned;

     

    (ii)            the
      Policy shall not be materially changed (other than to increase the coverage
      provided thereby) or canceled without at least thirty (30) days’ written notice
      to Landlord,
      any Facility Mortgagee and any other party named therein as an additional
      insured or loss payee;

     

    
      
        
        

      

      
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    (iii)            neither
      Landlord nor any Facility Mortgagee shall be liable for any Insurance Premiums
      thereon or subject to any assessments thereunder; and

     

    (iv)            a
      waiver of subrogation rights as to Landlord and any Facility
      Mortgagee.

     

    14.6       
      Evidence
      of Compliance.
If at any time Landlord is not in receipt of written evidence
      that
      all insurance required hereunder is in full force and effect, Landlord shall
      have the right, without notice to Tenant, to take such action as Landlord deems
      necessary to protect its interest in the Leased Properties, including, without
      limitation, the obtaining of such insurance coverages as Landlord in its sole
      discretion deems appropriate and all premiums incurred by Landlord in connection
      with any such action or in obtaining any such insurance and keeping it in effect
      shall be paid by Tenant to Landlord upon demand and shall bear interest at
      the
      Overdue Rate until paid.

     

    14.7       
      Foreclosure;
      Transfer.
In the event of foreclosure of any Facility Mortgage or other
      transfer of title to any Leased Property, all right, title and interest of
      the
      applicable Tenant in and to the Policies then in force concerning the Leased
      Properties and all proceeds payable thereunder shall thereupon vest in the
      purchaser at such foreclosure or in Landlord, Facility Mortgagee or other
      transferee in the event of such other transfer of title.

     

    14.8       
      Insurance
      Company.
The Policies shall be issued by one or more domestic primary
      insurance companies, duly qualified in the jurisdictions where the Leased
      Properties are located. Each insurer under each Policy shall have, as of the
      Commencement Date and as of each renewal of such Policy, a rating of A: VII
      or
      better by A.M. Best. The insurer under each Policy shall have, as of the
      Commencement Date and as of each renewal of such Policy, a claims-paying ability
      rating of at least “AA” or its equivalent from each of the Rating Agencies, or,
      if a particular Policy is issued by more than one insurer, then, at least
      seventy-five percent (75%) of the coverage (if there are four (4) or fewer
      insurers under such Policy) or at least sixty percent (60%) of the coverage
      (if
      there are five (5) or more insurers under such Policy) must be with carriers
      having such claims-paying ability ratings (provided that all of the insurers
      under such Policy must have claims-paying ability ratings of not less than
“A-”
or the equivalent from each of the Rating Agencies as of the Commencement Date
      and as of each renewal of such Policy). At all times, each insurer under each
      Policy must maintain a rating of B++: VII or better by A.M. Best. In the event
      that Tenant satisfies the above-referenced ratings tests as to a particular
      Policy as of the Commencement Date or as of a Policy renewal date, as
      applicable, but thereafter an insurer under such Policy ceases to satisfy the
      minimum A.M. Best ratings that must be met at all times, Tenant shall not be
      in
      default under this Section 14.8
so long as, within
      thirty (30) days after such cessation arises, Tenant
      replaces the insurer(s) that do not satisfy such minimum ratings requirements
      with insurer(s) that do satisfy such minimum ratings requirements.

     

    14.9       
      Terrorism.
      Tenant’s Policies as to a particular Leased Property(ies) shall
      not be required to omit any exclusions from coverage for acts of terrorism,
      unless obtaining such omission (i) shall not cause the premiums therefor to
      exceed commercially reasonable rates and (ii) is then customarily required
      by
      commercial landlords owning, or institutional lenders making mortgage loans
      secured by, properties similar to such Leased Property(ies).

     

    
      
        
        

      

      
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    15.          
      Damage and
      Destruction.

     

    15.1        
      Notice
      of Casualty.
If any Leased Property shall be destroyed, in whole or in part,
      or
      damaged by Casualty, Tenant shall give prompt written notice thereof to Landlord
      and any Facility Mortgagee, in no event more than five (5) Business Days after
      the occurrence of a Casualty. Within fifteen (15) days after the occurrence
      of a
      Casualty, or as soon thereafter as such information is reasonably available
      to
      Tenant, Tenant shall provide the following information to Landlord: (i) the
      date
      of the Casualty; (ii) the nature of the Casualty; (iii) a description of the
      damage or destruction caused by the Casualty, including, but not limited to,
      the
      type of Leased Property damaged, the area of the Leased Improvements damaged
      and
      the general extent of such damage; (iv) a preliminary estimate of the cost
      to
      repair, rebuild, restore or replace the Leased Property; (v) a preliminary
      estimate of the schedule to complete the repair, rebuilding, restoration or
      replacement of the Leased Property; (vi) a description of the anticipated
      property insurance claim, including, but not limited to, the name of the
      insurer, the insurance coverage limits, the deductible amounts, the expected
      settlement amount and the expected settlement date; and (vii) a description
      of
      the business interruption claim, including, but not limited to, the name of
      the
      insurer, the insurance coverage limits, the deductible amounts, the expected
      settlement amount and the expected settlement date. Tenant shall provide
      Landlord with copies of any and all material correspondence to and from the
      insurance provider within five (5) Business Days after Tenant’s receipt or
      submission thereof and provide any other information reasonably requested by
      Landlord.

     

    15.2        
      Substantial
      Destruction.
Except as otherwise set forth herein, if a Facility is
      substantially destroyed or rendered Unsuitable For Its Primary Intended Use
      by a
      Casualty at any time during the Term, Landlord may elect to terminate this
      Lease
      with respect to the Leased Property on which such Facility is located by
      providing written notice to Tenant within ninety (90) days of the date upon
      which Tenant notifies Landlord of the Casualty, which termination shall be
      effective as of the date of Tenant’s receipt of such notice. If Landlord elects
      to terminate, then Landlord shall receive any and all of the insurance proceeds
      payable by reason of the Casualty (the “Casualty Insurance Proceeds”)
and Tenant shall immediately
      pay to Landlord an amount equal to any
      uninsured deductible, and as of the date of such termination, the applicable
      Leased Property shall be deleted from this Lease and the provisions of Section 17.9 governing a
      deletion of a Leased Property after Casualty shall be applicable. If Landlord
      does not elect to terminate, then Tenant shall promptly rebuild and restore
      the
      Leased Property in accordance with Section 15.4 below and
      Landlord shall make the Casualty Insurance Proceeds available to Tenant for
      such
      restoration only pursuant to, and in accordance with, Section 15.5 below. The term
“substantially destroyed” means any Casualty
      resulting in the loss of use of
      fifty percent (50%) or more of the licensed units at the Facility located on
      the
      relevant Leased Property or that would require more than fifty percent (50%)
      of
      the value of the Leased Improvements to restore.

     

    15.3        
      Partial
      Destruction.
If a Leased Property is damaged by a Casualty but the
      Facility(ies) located on such Leased Property is not substantially destroyed
      or
      rendered Unsuitable For Its Primary Intended Use, then, subject to the
      requirements of any Facility Mortgage binding upon, or secured by, the Leased
      Property, Tenant shall restore the Leased Property in accordance with the
      requirements of Section 15.4
below and Landlord
      shall make the Casualty Insurance Proceeds available
      to Tenant for such restoration pursuant to Section 15.5 below.
      Notwithstanding the foregoing, if such Casualty shall occur during the final
      two
      (2) Lease
      Years of the Term, then Landlord shall have the right to terminate this Lease
      with respect to such Leased Property and retain any Casualty Insurance Proceeds,
      by delivering notice of such election to Tenant within ninety (90) days of
      its
      receipt of notice from Tenant of such Casualty, which termination shall be
      effective as of the date such notice of termination from Landlord is received
      by
      Tenant, whereupon Tenant shall immediately pay to Landlord the amount of any
      uninsured deductible and the applicable Leased Property shall be deleted
      herefrom pursuant to Section
      17.9 below governing the deletion of a Leased Property in connection with
      a Casualty.

     

    
      
        
        

      

      
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    15.4       
      Restoration.

     

     15.4.1   
Commencement
      of Restoration.
Within sixty (60) days after the earliest to occur of (i) Tenant’s
      receipt of notice from Landlord directing Tenant to restore a Leased Property
      damaged or destroyed by a Casualty, (ii) in the case of a Casualty that results
      in Landlord having the option to terminate this Lease as to the affected Leased
      Property pursuant to Section
      15.2 or Section 15.3,
the expiration
      of the period in which Landlord may exercise such option
      to terminate if Landlord fails to affirmatively elect to terminate this Lease
      with respect to such Leased Property, or (iii) in the case of damage to a Leased
      Property by Casualty that does not result in the substantial destruction or
      the
      rendering Unsuitable For Its Primary Intended Use of the applicable
      Facility(ies), and that does not occur during the final two Lease Years of
      the
      Term, the date of such Casualty, Tenant shall furnish to Landlord complete
      plans
      and specifications (the “Restoration Plans and
      Specifications”) describing the work Tenant intends to undertake to
      restore the applicable Leased Property (the “Work”) for Landlord’s
      approval, which approval shall not be unreasonably withheld. The Restoration
      Plans and Specifications shall be prepared in accordance with good and customary
      construction and design practices and bear the signed approval thereof by an
      architect licensed to do business in the State where the applicable Leased
      Property is located and shall be accompanied by a written estimate from the
      architect containing the projected cost of completing the Work. The Restoration
      Plans and Specifications shall contemplate Work of such nature, quality and
      extent that, upon the completion thereof, the Leased Property shall be at least
      equal in value and general utility to its value and general utility prior to
      the
      Casualty and shall be adequate to operate the applicable Facility(ies) for
      its
      Primary Intended Use. Tenant shall satisfy all of the terms and conditions
      set
      forth in Sections 11.2.1
through 11.2.4
      hereof relative to Alterations as to the Work and the Restoration Plans
      and Specifications.

     

     15.4.2   
Permits.
Prior
      to the commencement of the Work, Tenant shall furnish to Landlord certified
      or
      photostatic copies of all permits and contracts required by any and all
      applicable Legal Requirements or Insurance Requirements in connection with
      the
      commencement and conduct of the Work.

     

     15.4.3   
Conduct
      of Work.
Upon satisfaction of the requirements set forth in Section 15.4.1
and
Section
      15.4.2 above, Tenant
      shall perform the Work diligently and in a good, workmanlike and lien-free
      fashion, in accordance with (i) the Restoration Plans and Specifications; (ii)
      the permits and contracts referred to in Section 15.4.2 above; and
      (iii) all applicable Legal Requirements and other requirements of this
      Lease.

     

    15.5     
         Disbursement
      of Insurance
      Proceeds. Tenant shall use commercially reasonable efforts to
      complete the Work on or prior to the estimated completion date provided by
      its
      architect. If Landlord is required or elects to apply any Casualty Insurance
      Proceeds toward repair
      or
      restoration of the applicable Facility, provided Tenant is diligently performing
      the Work in accordance with this Lease, Landlord shall disburse such Casualty
      Insurance Proceeds as and when required by Tenant in accordance with normal
      and
      customary practice for the payment of a general contractor in connection with
      construction projects similar in scope and nature to the Work, including, at
      Landlord’s option, the withholding of 10% of each disbursement of such Casualty
      Insurance Proceeds until the Work is completed as evidenced by a certificate
      of
      occupancy or similar evidence issued upon an inspection by the applicable
      Governmental Authority and proof has been furnished to Landlord that no lien
      or
      liability has attached or will attach to the applicable Leased Property or
      to
      Landlord in connection with the Work. Upon the completion of the Work and the
      furnishing of such proof, the balance of the Casualty Insurance Proceeds payable
      to Tenant on account of the Work shall be paid to Tenant as and when the terms
      of Sections 15.4.1
through 15.4.3
      have been complied with. Prior to any final disbursement of Casualty
      Insurance Proceeds, Tenant shall satisfy all of the conditions set forth in
      Sections 11.2.1 through
11.2.9
relative
      to
      Alterations as to the Work, as well as provide evidence reasonably satisfactory
      to Landlord that any amounts required to be paid by Tenant in connection with
      such Work pursuant to Section
      15.6 below have been paid in full. Notwithstanding anything contained
      herein to the contrary, any Facility Mortgagee may retain and disburse the
      Casualty Insurance Proceeds and Tenant shall comply with the requests and
      requirements of such Facility Mortgagee in connection with the Work and the
      disbursement of Casualty Insurance Proceeds.

     

    
      
        
        

      

      
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    15.6        Insufficient
      Proceeds/Risk
      of Loss. If the Casualty Insurance Proceeds are not sufficient to
      pay the costs of the Work in full, Tenant shall nevertheless remain responsible,
      at its sole cost and expense, to complete the Work. Tenant expressly assumes
      all
      risk of loss, including, without limitation, a decrease in the use, enjoyment
      or
      value of the Leased Property from any Casualty whatsoever, whether or not
      insurable or insured against. Tenant shall pay any insurance deductible and
      any
      other uninsured Losses.

     

    15.7       
      Excess
      Proceeds.
Provided no Event of Default exists and this Lease is not
      terminated pursuant to Section
      15 with respect to the Leased Property on which the applicable Facility
      is located, any amount by which the Casualty Insurance Proceeds exceed the
      amount necessary to complete the Work shall be promptly paid by Landlord to
      Tenant, provided, however, that any such excess Casualty Insurance Proceeds
      shall be paid by Landlord to Tenant only following the disbursement of Casualty
      Insurance Proceeds necessary to complete the Work in accordance with Section 15.5.

     

    15.8       
      Landlord’s
      Inspection.
During the progress of the Work, Landlord and Landlord’s
      Representatives may, from time to time, inspect the Work and the Leased
      Property. If, during such inspection or otherwise, Landlord and Landlord’s
      Representatives determine that the Work is not being done in accordance with
      the
      Restoration Plans and Specifications, this Lease or any Legal Requirements,
      upon
      receipt by Tenant from Landlord of a written notice setting forth in reasonable
      specificity and detail any defect in the Work, Tenant will cause corrections
      to
      be made to any such defect.

     

    15.9       
      Not
      Trust Funds.
Notwithstanding anything herein or at law or in equity to the
      contrary, none of the Casualty Insurance Proceeds, or Award on account of any
      Condemnation, that may be paid to Landlord as herein provided shall be deemed
      trust funds, and Landlord
      shall be entitled to dispose of such Casualty Insurance Proceeds or Award as
      provided in this Section 15
or in Section
      16
or Section 17.6
below, as applicable.

     

    
      
        
        

      

      
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    15.10     
      Waiver. Tenant waives any statutory rights of termination that may arise
      by reason of any Casualty or Condemnation.

     

    15.11     
      Facility
      Mortgagee.
Notwithstanding anything contained herein to the contrary, in
      the
      event that any Facility Mortgagee elects to require that any Casualty Insurance
      Proceeds in connection with any Casualty, or the Award in connection with any
      Condemnation, be applied by Landlord to reduce the outstanding principal balance
      of any loan secured by any Leased Property, Landlord may elect, in its sole
      discretion and by written notice to Tenant, delivered promptly after the receipt
      by Landlord of written notice of such election from Facility Mortgagee, to
      terminate this Lease as to the Leased Property affected by such Casualty or
      Condemnation, in which event the provisions of Section 17.9 governing a
      deletion of one or more Leased Properties from this Lease after a Casualty
      or
      Condemnation shall apply. Notwithstanding anything contained in Section 15 or Section
      16 hereof, Tenant
      shall remain liable for any uninsured portion of any Casualty or the cost of
      any
      restoration not covered by an Award in the event this Lease is terminated as
      to
      the applicable Leased Property pursuant to Section 15 or Section
      16 hereof. In the
      event a Facility Mortgagee so elects to apply any Casualty Insurance Proceeds
      or
      Award in reduction of a loan secured by a particular Leased Property and
      Landlord elects not to exercise its above-described termination right as to
      such
      Leased Property, Landlord shall be obligated to disburse its own funds in
      replacement for any Casualty Insurance Proceeds or Award so applied by the
      Facility Mortgagee, and, in such event, Landlord’s own funds shall be disbursed
      to Tenant from time to time as, when and subject to the satisfaction of the
      same
      terms, conditions and requirements as would have governed the disbursement
      of
      the Casualty Insurance Proceeds or Award that Landlord’s funds replace (e.g. the
      requirements of Section 15.5
shall continue to
      be required to be satisfied as a pre-condition to any
      disbursement of Landlord’s funds).

     

    16.          
      Condemnation.

     

    16.1       
      Parties’
Rights
      and
      Obligations. If during the Term there is any Condemnation of all
      or any part of any Leased Property, the rights and obligations of the parties
      shall be determined by this Section 16.

     

    16.2       
      Total
      Taking.
If any Leased Property is totally taken by Condemnation, this
      Lease shall terminate as to such Leased Property on the Date of Taking, in
      which
      event the provisions of Section
      17.9 governing the deletion of one or more Leased Properties from this
      Lease upon a Condemnation shall apply. In the event of a total taking by
      Condemnation of any Leased Property, the Award shall be solely the property
      of
      Landlord, whether such damages shall be awarded as compensation for diminution
      in value of the leasehold or the fee estate of the Premises, provided, however,
      Tenant shall be entitled to any damages specifically attributable to
      reasonable removal and relocation costs included in the Award.

     

    16.3       
      Partial
      Taking.
If any portion of any Leased Property is taken by Condemnation,
      this Lease shall remain in effect as to such Leased Property if the
      Facility(ies) located thereon is not thereby rendered Unsuitable For Its Primary
      Intended Use as reasonably determined by Landlord, but if the Facility(ies)
      is/are thereby rendered Unsuitable For Its Primary Intended Use, this Lease
      shall terminate as to such Leased Property on the Date of Taking,
      in which event the provisions of Section 17.9 governing the
      deletion of one or more Leased Properties from this Lease upon a Condemnation
      shall apply. If, as a result of any such partial taking by Condemnation, this
      Lease is not terminated as provided above, Tenant’s obligation to make payments
      of Rent and to pay all other charges required under this Lease shall remain
      unabated during the Term notwithstanding such Condemnation, unless the taking
      includes a material part of the Facility on any Leased Property, in which event,
      from and after such taking, Rent hereunder shall be equitably abated, as
      determined by Landlord, in its reasonable discretion. In the event of any
      partial taking by Condemnation of any Leased Property, the entire Award shall
      belong to and be paid to Landlord, except that, subject to the rights of any
      Facility Mortgagees, Tenant shall be entitled to receive from the Award, if
      and
      to the extent such Award specifically includes such item, the following: (i)
      a
      sum specifically attributable to Tenant’s Personal Property and any reasonable
      removal and relocation costs included in the Award; and (ii) a sum specifically
      attributable to the cost of restoring the Leased Property in accordance with
      Section 16.4 hereof; and
      (iii) a sum specifically attributable to the interruption of business
      operations, which sum, if and to the extent received by Landlord, shall be
      credited against payments of Rent and other charges due from Tenant to Landlord
      under this Lease.

     

    
      
        
        

      

      
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    16.4       
      Restoration.
      If there is a partial taking by Condemnation of any Leased
      Property and this Lease remains in full force and effect pursuant to Section 16.3, Tenant at its
      cost shall accomplish all necessary restoration, which restoration activities
      shall be performed in accordance with the terms and conditions applicable to
      Work under Section
      15

     

    16.5       
      Temporary
      Taking.
The taking of any Leased Property, or any part thereof, by
      military or other public authority shall constitute a taking by Condemnation
      only when the use and occupancy by the Condemnor has continued for longer than
      four (4) months. During any such four (4) month period, all the provisions
      of
      this Lease shall remain in full force and effect and Rent shall continue without
      abatement or reduction.

     

    17.          
      Default.

     

    17.1       
      Events
      of Default.
The occurrence of any one or more of the following events shall
      constitute an “Event of
      Default” under this Lease:

     

     17.1.1   
Payment
      Default.
Tenant fails to make payment of the Rent or any other sum payable
      under or pursuant to the terms of this Lease when the same becomes due and
      payable and (i) if the Premises do not include any Leased Property(ies) located
      in California, such failure is not cured within three (3) days after such due
      and payable date (in the case of any failure to pay Fixed Rent) or within ten
      (10) Business Days after such due and payable date (in the case of any failure
      to pay any Rent, other than Fixed Rent) or (ii) if the Premises include any
      Leased Property located in California, such failure is not cured within three
      (3) days after written notice thereof from Landlord to Tenant (in the case
      of
      any failure to pay Fixed Rent) or within ten (10) Business Days after written
      notice thereof from Landlord to Tenant (in the case of any failure to pay any
      Rent, other than Fixed Rent).

     

     17.1.2   
Certain
      Covenant Defaults.
Tenant fails to observe or perform any term, covenant or agreement
      on its part to be performed or observed pursuant to Section 8.1.11 or item (vi) of
Section
      13, and such
      failure is not cured within a period of fifteen (15) Business Days after receipt
      of notice thereof from Landlord or Tenant fails to provide in a timely
      manner any notice required under Section 8.3 or to observe or
      perform any term, covenant or agreement on its part to be performed or observed
      pursuant to Section 8.2.5
      (but without limitation of the cure provisions of Section 8.2.5 relative to
      Coverage Based Security Deposits) , Section 14.1, Section 14.2,
      Section
      14.5 or Section
      24.

     

    
      
        
        

      

      
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    17.1.3   
Reporting
      Obligations.
Any Tenant fails to observe or perform any term, covenant or
      other
      obligation of Tenant set forth in Section 25 hereof and such
      failure is not cured within a period of fifteen (15) Business Days after receipt
      of notice thereof from Landlord.

     

    17.1.4    General
      Covenant Defaults.
Tenant fails to observe or perform in all material respects any
      term, covenant or condition of this Lease not specifically provided for in
      this
Section 17.1 and such
      failure is not cured within a period of thirty (30) days after receipt of notice
      from Landlord, unless such failure cannot with due diligence be cured within
      a
      period of thirty (30) days, in which case such period of time shall be extended
      to such period of time as may be necessary to cure such default provided that
      (i) Tenant commences such cure during the aforesaid 30 day period and (ii)
      Tenant thereafter and continuously exercises due diligence to complete such
      cure.

     

    17.1.5  
Representations
      and
      Warranties. Any representation or warranty made by or on behalf of
      Tenant under or in connection with this Lease or any document, financial
      statement, certificate or agreement delivered by or on behalf of Tenant in
      connection with this Lease (including, but not limited to, any Officer’s
      Certificate or Estoppel Certificate) proves to have been untrue in any material
      respect on the day when made or deemed made.

     

    17.1.6   
Lease
      Guaranty Defaults.
Any Guarantor shall fail to observe or perform any term, covenant
      or condition of any Lease Guaranty and such failure is not cured within any
      applicable cure period provided for in such Lease Guaranty.

     

    17.1.7   
Bankruptcy.
      Any Tenant: (i) admits in writing its inability to pay its debts
      generally as they become due; (ii) files a petition in bankruptcy or a petition
      to take advantage of any bankruptcy, reorganization or insolvency act; (iii)
      makes an assignment for the benefit of its creditors; (iv) consents to the
      appointment of a receiver for itself or for the whole or any substantial part
      of
      its property; or (v) files a petition or answer seeking reorganization or
      arrangement under the federal bankruptcy laws or any other applicable law or
      statute of the United States of America or any state thereof.

     

    17.1.8   
Bankruptcy
      Petition.
Any petition is filed by or against any Tenant or any Guarantor
      under federal bankruptcy laws, or any other proceeding is instituted by or
      against any Tenant or any Guarantor seeking to adjudicate it a bankrupt or
      insolvent, or seeking liquidation, reorganization, arrangement, adjustment
      or
      composition of it or its debts under any law relating to bankruptcy, insolvency
      or reorganization or relief of debtors, or seeking the entry of an order for
      relief or the appointment of a receiver, trustee, custodian or other similar
      official for any Tenant or any Guarantor, or for any substantial part of the
      property of any Tenant or any Guarantor, and such proceeding is not dismissed
      within sixty (60) days after institution thereof, or any Tenant or any Guarantor
      shall take any action to authorize or effect any of the actions set forth above
      in this Section
      17.1.8.

     

    
      
        
        

      

      
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      17.1.9    Liquidation.
        Any Tenant or any Guarantor is liquidated or dissolved,
        or shall begin proceedings toward such liquidation or
        dissolution.

    

     

    17.1.10
Levy.The
      estate or interest of any Tenant in any Leased Property or any part thereof
      is
      levied upon or attached in any proceeding and the same shall not be vacated
      or
      discharged within the later of ninety (90) days after commencement thereof
      or
      sixty (60) days after receipt by such Tenant of notice thereof from Landlord
      or
      any other Person (unless such Tenant shall be contesting such lien or attachment
      in good faith in accordance with Section 13
hereof).

     

    17.1.11
Receiver.
Any
      receiver, trustee, custodian or other similar official is appointed for any
      Tenant or any Guarantor or any of the Facilities and any such appointment is
      not
      dismissed within ninety (90) days after the date of such appointment and prior
      to the entry of a final, unappealable order approving such
      appointment.

     

    17.1.12
Licensure,
      Authorization or
      Facility Provider Agreement Defaults.
The
      receipt by Tenant of written notice of any pending, threatened or contemplated,
      or the occurrence of any, (i) determination by applicable Governmental
      Authorities of Tenant’s material non-compliance with Legal Requirements
      applicable to any Leased Property, or (ii) revocation of any material license,
      permit, approval or other Authorization required for the lawful operation of
      a
      Leased Property in accordance with its Primary Intended Use, or (iii) other
      circumstances under which (a) a Tenant is, or may be, required by a
      determination of any Governmental Authority to cease operation of all or any
      material part of a Facility in accordance with its Primary Intended Use or
      (b)
      any material Facility Provider Agreement, or any reimbursement agreement under
      any other material Third Party Payor Program, is, or may be, terminated, in
      whole or in part, prior to the expiration of the term thereof or, without the
      prior written consent of Landlord in each instance (which consent may be
      withheld in Landlord’s sole and absolute discretion), is not (or may not be)
      renewed or extended, in whole or in part, upon the expiration of the stated
      term
      thereof, and, in the case of any such written notice so received by Tenant
      or
      any of the foregoing occurrences, the failure of Tenant (x) within ten (10)
      days
      after written notice from Landlord, to commence to cure the underlying
      circumstances that resulted in Tenant’s receipt of such written notice or such
      occurrence, (y) thereafter continuously to exercise due diligence to complete
      such cure, and (z) to complete such cure on or prior to (1) in the case of
      clause (iii)(b) above, thirty (30) days after the aforesaid written notice
      from
      Landlord or (2) in the case of the other clauses of this Section 17.1.12, the taking of
      any enforcement or other action by a Governmental Authority with respect to,
      or
      on account of, any of the foregoing occurrences that has a Material Adverse
      Effect on any Facility or any Tenant or any Guarantor.

     

    17.1.13
Reduction
      in Number of
      Licensed Units. There is (i) a reduction in the number of licensed
      units at any Facility to an amount equal to less than ninety-eight percent
      (98%)
      of the number of licensed units set forth on Schedule 17.1.13 attached
      hereto in violation of the requirements of this Lease or (ii) a change in the
      type of licensed or operational units for any Facility in violation of the
      requirements of this Lease, and such condition in clause (i) or clause (ii)
      continues for ten (10) days after written notice thereof from Landlord to
      Tenant.

     

    17.1.14   Adverse
      Regulatory Actions.
With respect to any Facility, any
      Governmental Authority (i) makes a substandard quality of care determination
      regarding such
      Facility and the underlying conditions that resulted in such determination
      are
      not corrected within ninety (90) days; (ii) makes a determination that such
      Facility is not in substantial compliance with any applicable regulatory
      requirements and the underlying conditions that resulted in such determination
      are not corrected within ninety (90) days; (iii) designates any portion of
      such
      Facility or the entirety of such Facility as part of a “poor performing chain”
and the underlying conditions that resulted in such designation are not
      corrected within ninety (90) days; (iv) takes adverse regulatory action with
      respect to such Facility, including, without limitation, the imposing of civil
      money penalties, with such adverse regulatory action continuing unremedied
      for a
      period of sixty (60) days following the commencement of such adverse regulatory
      action; (v) commences procedures to impose a ban on new admissions generally
      or
      on the admission of patients otherwise qualifying for reimbursement under any
      applicable governmental reimbursement program and the underlying conditions
      that
      resulted in the commencement of such procedures are not corrected on or prior
      to
      the earlier of ninety (90) days or the imposition of such a ban; or (vi) imposes
      a ban of the nature described in clause (v) above.

     

    
      
        
        

      

      
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    17.1.15  
Cessation
      of Services.
Except in connection with restoration of any Casualty or
      Condemnation or on account of any Alteration permitted by the terms of this
      Lease, any cessation of operations at all or any material part of any
      Facility.

     

    17.1.16  
Default
      Under Other Leases
      or Guaranties. Any default by any tenant or guarantor that
      continues beyond any applicable grace or cure period shall occur under the
      terms
      of (i) any of the Other Leases or (ii) any guaranty(ies) of any of the leases
      referenced in Subsection 17.1.1
above by any Guarantor,
      any of its Affiliates, or any of their respective
      successors and assigns.

     

    17.1.17  
LaSalle
      Financing
      Obligations. Tenant fails to observe or perform any term, covenant
      or agreement on its part to be performed or observed pursuant to Section 8.4 above and/or Section
      50 below.

     

    17.1.18  
Failure
      to Deliver
      Indemnity. Any failure of Guarantor to deliver concurrently with
      this Lease an indemnity agreement, in the form attached hereto as Exhibit K, indemnifying
      Landlord for matters relating to customary nonrecourse carveouts.

     

    17.2       
      Remedy
      Election.
Upon the occurrence of any Event of Default, Landlord may, at
      its
      option and by written notice to Tenant, terminate this Lease (i) as to the
      Premises and/or (ii) if such Event of Default is a Facility Default, as to
      any
      one or more of the Leased Property(ies) (selected in Landlord’s sole discretion
      and by written notice to Tenant) to which such Facility Default relates (a
      termination of this Lease as to less than all of the Premises as provided in
      this subsection (ii) is herein referred to as a “Limited Termination Election”)
(the Leased Property(ies)
      as to which Landlord elects to terminate this
      Lease as provided in subsection (i) or subsection (ii) above are herein referred
      to as “Terminated Lease
      Properties”). Upon receipt of a termination notice as provided in this
Section 17.2, Tenant
      shall have no right to cure the Event of Default in question, all rights of
      Tenant under this Lease shall cease as to the Leased Property(ies) so specified,
      and, if the Leased Property(ies) so specified is/are less than all of the
      Premises, the provisions of Section 17.9 shall apply.
      Without limitation of the foregoing, if Landlord makes a Limited Termination
      Election, the deletion of the applicable Terminated Lease Properties from this
      Lease shall be absolutely without limitation of each Tenant’s continuing
      obligation (on a joint and several basis) for the damages and other amounts
      owing on account
      of the Event of Default giving rise to the deletion herefrom of such Terminated
      Lease Properties and/or the termination of this Lease as to such Terminated
      Lease Properties. Notwithstanding any Limited Termination Election, Tenant
      shall
      pay, as Additional Rent, all Litigation Costs as a result of any Event of
      Default hereunder.

     

    
      
        
        

      

      
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    17.3       
      Certain
      Remedies.
If an Event of Default shall have occurred, Tenant shall, if
      and
      to the extent required by Landlord so to do, immediately surrender to Landlord
      the Leased Property(ies) specified by Landlord and as to which the Lease has
      been or may be terminated pursuant to Section 17.2 or otherwise, and
      Landlord may enter upon and repossess such Leased Property(ies) by reasonable
      force, summary proceedings, ejectment or otherwise, and may remove Tenant and
      all other Persons and all personal property from such Leased Property(ies)
      subject to the rights of any occupants or patients and to any requirement of
      law.

     

    17.4       
      Damages.
To
      the extent permitted by law, neither (i) the termination of this Lease pursuant
      to Section 17.2, (ii)
      the repossession of any or all of the Leased Properties or any portion thereof,
      (iii) the failure of Landlord to relet any or all of the Leased Properties
      or
      any portion thereof, (iv) the reletting of any or all of the Leased Properties
      or any portion thereof, (v) the failure of Landlord to collect or receive any
      rentals due upon any such reletting, nor (vi) the election by Landlord not
      to
      terminate the Lease but rather to seek all damages provided at law or in equity,
      shall relieve Tenant of any of its liabilities or obligations hereunder, all
      of
      which shall survive any such termination, repossession or reletting. In the
      event of any such termination of this Lease (or any termination of this Lease
      as
      to less than all of the Leased Properties in the event of a Limited Termination
      Election or the election by Landlord not to terminate this Lease as to such
      Leased Properties, but rather to pursue its damages at law or in equity),
      without limitation of Section
      17.5 and Section 19
below, Tenant
      shall forthwith pay to Landlord, at Landlord’s option, as
      liquidated damages with respect to Rent for the Premises (or the Terminated
      Lease Properties in the event of any Limited Termination Election),
      either:

     

    (A)           the
      sum of: (1) the unpaid Rent that had been earned at the time of termination
      (or
      the unpaid Rent as to the Terminated Lease Properties in the event of a Limited
      Termination Election), which Rent shall bear interest at the Overdue Rate from
      the date of such termination until paid; and (2) the then net present value
      (computed using a discount rate equal to the Prime Rate) of the amount of unpaid
      Rent (or the unpaid Rent as to the Terminated Lease Properties in the event
      of a
      Limited Termination Election) for the balance of the Term not previously
      collected pursuant to clause (B) below following the date of termination
      (excluding, however, any period following termination on account of which
      Landlord previously collected Rent pursuant to clause (B) below) without,
      subject to Section 17.5
below, any obligation
      or deemed obligation on the part of Landlord to
      mitigate damages, or

     

    (B)           each
      installment of Rent hereof and other sums payable hereunder (or such Rent and
      other sums as to the Terminated Lease Properties in the event of a Limited
      Termination Election) as the same become due and payable, to the extent that
      such Rent and other sums exceed the rent and other sums actually collected
      by
      Landlord for the corresponding period pursuant to any reletting (without subject
      to Section 17.5 below,
      any obligation or deemed obligation on the part of Landlord to mitigate damages)
      of the Premises (or the Terminated Lease Properties in the event of a Limited
      Termination Election).

     

    
      
        
        

      

      
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    Notwithstanding
      anything contained herein to the contrary, in the event that Landlord elects
      to
      collect damages pursuant to clause (A) or clause (B) above, Landlord may
      subsequently elect to collect damages pursuant to the other of clause (A) and
      clause (B) above, in each case so long as Landlord does not collect, and
      provided that Landlord may not collect, any damages pursuant to clause (A)
      or
      clause (B) above, as applicable, with respect to any period as to which Landlord
      has theretofore actually collected damages from Tenant pursuant to the other
      of
      clause (A) and clause (B) above, as applicable. In case of any Event of Default,
      Landlord may, with or without terminating this Lease, (x) relet any or all
      of
      the Premises or any part or parts thereof, either in the name of Landlord or
      otherwise, for a term or terms that may, at Landlord’s option, be equal to, less
      than or exceed the period that would otherwise have constituted the balance
      of
      the Term and may grant concessions or free rent to the extent that Landlord
      considers advisable or necessary to relet the same, and (y) make such reasonable
      alterations, repairs and decorations in the applicable Leased Property(ies)
      or
      any portion thereof as Landlord, in its sole judgment, considers advisable
      or
      necessary for the purpose of reletting the applicable Leased Property(ies);
      and
      such reletting and the making of such alterations, repairs and decorations
      shall
      not operate or be construed to release Tenant from liability hereunder as
      aforesaid. Landlord shall in no event be liable in any way whatsoever for
      failure to relet any Leased Property, or, in the event that any Leased Property
      is relet, for failure to collect the rent under such reletting. To the fullest
      extent permitted by law, Tenant hereby expressly waives any and all rights
      of
      redemption granted under any present or future laws in the event of Tenant’s
      being evicted or dispossessed, or in the event of Landlord’s obtaining
      possession of any Leased Property, by reason of the violation by Tenant of
      any
      of the covenants and conditions of this Lease or any other Event of
      Default.

     

    17.5       
      Waiver;
      Mitigation.
If this Lease is terminated pursuant to this Section 17,
whether
      in whole
      or, in the case of any Limited Termination Election, in part, Tenant waives,
      to
      the maximum extent permitted by applicable law, (i) any right of redemption,
      re-entry or repossession, (ii) any right to a trial by jury in the event of
      proceedings to enforce the remedies set forth in this Section 17, and (iii) the
      benefit of any moratorium laws or any laws now or hereafter in force exempting
      property from liability for rent or for debt. In addition, Tenant waives, to
      the
      maximum extent permitted by applicable law, any duty on the part of Landlord
      to
      mitigate the damages recoverable from Tenant on account of any breach or Event
      of Default by Tenant, except that, notwithstanding the foregoing or anything
      to
      the contrary contained in this Lease, Landlord agrees to comply with any
      non-waivable duty to mitigate the aforesaid damages that may be imposed by
      applicable law.

     

    17.6       
      Application
      of Funds.
Notwithstanding anything to the contrary contained in this Lease,
      any payments, deposits, escrows, Casualty Insurance Proceeds or Awards received
      or held by Landlord under any of the provisions of this Lease may, during the
      existence of any Event of Default and at Landlord’s option, in its sole
      discretion, be applied to Tenant’s obligations in the order that Landlord in its
      sole discretion may determine.

     

    17.7       
      Nature
      of Remedies.
Landlord shall have all rights at law and in equity available
      to
      Landlord as a result of an Event of Default or Tenant’s breach of this Lease,
      including, without limitation, to the extent permitted by law (but subject,
      in
      the case of any Leased Property(ies) located in California, to any provisions
      of
      California law providing that this Lease will be deemed terminated as to any
      Leased Property(ies) as to which Tenant’s right to possession is terminated by
      Landlord due to an Event of Default), the right to dispossess Tenant from a
      Leased Property(ies) without terminating this Lease as it applies to such Leased
      Property(ies)
      and thereafter, unless and until Landlord terminates this Lease as it applies
      to
      such Leased Property(ies), collect Rent and other sums payable hereunder as
      to
      such Leased Property(ies) as the same become due and payable, to the extent
      such
      Rent and other sums exceed the rent and other sums actually collected by
      Landlord for the corresponding period pursuant to any reletting (without,
      subject to Section 17.5
above, any obligation
      or deemed obligation on the part of Landlord to
      mitigate damages) of such Leased Property(ies). To the extent permitted by
      law,
      the rights and remedies of Landlord under this Lease, at law and in equity
      shall
      be cumulative and may be exercised concurrently or successively, on one or
      more
      occasions, as Landlord deems appropriate in its sole discretion, as often as
      occasion therefor arises. To the extent permitted by law, each such right and
      remedy shall be in addition to all other such rights and remedies, and the
      exercise by Landlord of any one or more of such rights and remedies shall not
      preclude the simultaneous or subsequent exercise of any or all other such rights
      and remedies. Without limiting the generality of the foregoing, the liquidated
      damages in respect of Rent provided for in clauses (A) and (B) of Section 17.4 hereof, and in
Section
      19 hereof, shall
      be payable by Tenant in addition to, and not in lieu of, any other damages
      suffered by Landlord in connection with any default or Event of Default by
      Tenant (including, without limitation, Litigation Costs and costs of
      reletting).

     

    
      
        
        

      

      
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    17.8       
      No
      Mediation or Arbitration.
Upon any Event of Default by Tenant, Landlord shall be entitled
      to
      proceed immediately to enforce its rights and remedies pursuant to this Section 17 and the other terms
      of this Lease, and neither any Event of Default, nor the rights and obligations
      of Tenant and Landlord under this Lease, shall be subject to mediation or
      arbitration of any kind.

     

    17.9       
      Deletion
      of Properties.
In the event that this Lease is terminated as to one or more
      Deleted Properties (but not all of the Premises) pursuant to Section 17.2 or as to one or
      more Leased Properties (but not all of the Premises) in connection with a
      Casualty or Condemnation, the provisions of this Section 17.9 shall be
      applicable. Without necessity of any further action of the parties, this Lease
      shall terminate as to the Deleted Property(ies), and the Deleted Property(ies)
      shall be separated and removed herefrom, at such time (such date, the “Property Removal Date”) as
      Landlord delivers written notice to Tenant exercising its termination rights
      pursuant to Section 15, Section
      16 or Section 17.2
(any of the
      foregoing, a “Deletion Notice”). As of the
      applicable Property Removal Date, this Lease shall be automatically and ipso
      facto amended to:

     

    (i)            
      delete and eliminate the Deleted Property(ies) herefrom;

     

    (ii)            exclude
      the applicable Deleted Properties from the definition of Premises;

     

    (iii)           reduce
      the Fixed Rent payable hereunder by an amount equal to the product of: (x)
      the
      aggregate Tenant’s Proportionate Share(s) applicable to all of the Deleted
      Properties; and (y) the aggregate Fixed Rent in effect under this Lease as
      of
      the Property Removal Date;

     

    (iv)          amend
      and reduce, respectively, Exhibit C attached hereto and the Base Year Patient
      Revenues to delete and eliminate the Deleted Property(ies) therefrom and reduce
      the Base Year Patient Revenues applicable to the remaining Leased Property(ies)
      by the amount of the Allocated Base Year Patient Revenues applicable to the
      Deleted Properties
      for the purposes of determining whether the Rent Escalation Condition has been
      satisfied and otherwise; and

     

    
      
        
        

      

      
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    (v)          
      revise Schedule 2
attached hereto to
      remove the Tenant’s Proportionate Share(s) for all of
      the Deleted Property(ies), and to recalculate the Tenant’s Proportionate Shares
      applicable to the remaining Facilities set forth on Schedule 2 attached hereto so
      that each Tenant of a remaining Facility shall have a Tenant’s Proportionate
      Share equal to the percentage that the Tenant’s Proportionate Share for the
      Facility(ies) operated by such Tenant comprises of the aggregate Tenant’s
      Proportionate Shares, prior to such revision of Schedule 2, for all of the
      Facilities remaining under this Lease such that the aggregate of all of such
      recalculated Tenant’s Proportionate Shares equals one hundred percent
      (100%).

     

    With
      respect to any Terminated Lease Property(ies), the terms of items (i) through
      (v) above shall be without limitation upon the liability of Tenant (joint and
      several) for the rental amounts allocated to the Terminated Lease Property(ies),
      and (a) in case of any termination of this Lease as a result of any Event of
      Default, for any damages resulting from the Event of Default that resulted
      in
      the deletion of such Terminated Lease Property(ies) herefrom and (b) in case
      of
      any termination of this Lease pursuant to Section 15 or Section
      16 hereof, for any
      obligations owed by Tenant to Landlord on account of such termination under
      Section 15 or Section
      16 hereof. Promptly
      (and in any event within ten (10) days) after receipt of Landlord’s request
      therefor, Tenant shall execute and deliver to Landlord such instrument(s) as
      Landlord may from time to time request reflecting the elimination of any Deleted
      Property(ies) herefrom on the terms described above.

     

    18.            Landlord’s
      Right to Cure
      Tenant’s Default. If an Event of Default shall have occurred and
      be continuing, Landlord, without waiving or releasing any obligation of Tenant
      or the Event of Default, may (but shall be under no obligation to) at any time
      thereafter make such payments or perform such acts for the account and at the
      expense of Tenant, and may, to the extent permitted by law, enter upon any
      or
      each Leased Property or any portion thereof for the purpose of curing such
      Event
      of Default and take all such action thereon as, in Landlord’s opinion, may be
      necessary or appropriate in connection with curing such Event of Default. No
      such entry shall be deemed an eviction of Tenant. All sums so paid or advanced
      by Landlord and all costs and expenses (including, without limitation,
      reasonable attorneys’ fees and expenses) so incurred, together with interest
      thereon (to the maximum extent permitted by law) as Additional Rent hereunder
      at
      the Overdue Rate from the date on which such sums or expenses are paid or
      incurred by Landlord, shall be paid by Tenant to Landlord on demand. The
      obligations of Tenant and rights of Landlord contained in this Section 18 and in Section
      17 above shall survive
      the expiration or earlier termination of this Lease.

     

    19.            Holding
      Over.
If Tenant shall, for any reason other than if required by this
      Lease or by Landlord, remain in possession of any Leased Property after the
      expiration or earlier termination of the Term as to such Leased Property, such
      possession shall, at the option of Landlord, in its sole discretion as to each
      such Leased Property, be as a month-to-month tenant during which time Tenant
      shall pay as rental each month (which rental constitutes liquidated damages
      with
      respect to Fixed Rent, and not a penalty, for the period to which it relates),
      one and one-half (11/2) times the aggregate of the Fixed Rent payable by Tenant
      pursuant to the provisions of this Lease, in each case, with respect to the
      Leased Property(ies) in question (determined on the
      basis
      of the aggregate Tenant’s Proportionate Share of each applicable Tenant for the
      affected Leased Properties without adjustment or removal of the Tenant’s
      Proportionate Share for such Leased Property pursuant to Section 17.9 hereof). During
      such period of month-to­month tenancy, Tenant shall be obligated to perform
      and observe all of the terms, covenants and conditions of this Lease with
      respect to the Leased Property(ies) in question (including, but not limited
      to,
      its obligation to pay Additional Rent), but shall have no rights hereunder
      other
      than the right, to the extent given by law to month-to-month tenancies, to
      continue its occupancy and use of the applicable Leased Property(ies). Landlord
      shall have the right to terminate Tenant’s month-to-month tenancy at any time
      after giving Tenant ten (10) days’ prior written notice, and at any time
      thereafter, Landlord may re-enter and take possession of the Premises. Nothing
      contained herein shall constitute the consent, express or implied, of Landlord
      to the holding over of Tenant after the expiration or earlier termination of
      this Lease. The terms of this Section 19 shall be without
      limitation upon any other right Landlord may have hereunder, at law or in
      equity, on account of any holdover with respect to the applicable Leased
      Property(ies). The obligations of Tenant and the rights of Landlord contained
      in
      this Section 19 shall
      survive the expiration or earlier termination of this Lease.

     

    
      
        
        

      

      
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    20.          
      Subordination.

     

    20.1       
      Subordination.
      This Lease and all rights of Tenant hereunder are subject and
      subordinate to all Facility Mortgages that may now or hereafter affect
      Landlord’s interest in any Leased Property, and to all renewals, modifications,
      consolidations, replacements and extensions of all Facility Mortgages, provided,
      however, that, in the case of any Facility Mortgage that is not currently in
      existence, Tenant’s aforesaid subordination shall be conditioned on Tenant’s
      receipt of a so-called “non-disturbance” agreement in favor of Tenant from the
      Facility Mortgagee under any such Facility Mortgage on such Facility Mortgagee’s
      commercially reasonable standard form. This Section shall be self-operative
      and
      no further instrument of subordination shall be required. In confirmation of
      such subordination, Tenant also agrees to execute and deliver promptly (and
      in
      any event within ten (10) Business Days) any commercially reasonable and
      customary agreement (in recordable form, if requested) that Landlord or any
      Facility Mortgagee may request to evidence such subordination.

     

    20.2       
      Attornment.
If
      the interests of Landlord under this Lease are transferred by reason of, or
      assigned in lieu of, foreclosure or other proceedings for enforcement of a
      Facility Mortgage, then Tenant shall, at the option of such purchaser or
      assignee, as the case may be, (i) attorn to such party and perform for its
      benefit all the terms, covenants and conditions of this Lease on Tenant’s part
      to be performed with the same force and effect as if such party were the
      landlord originally named in this Lease, or (ii) enter into a New Lease with
      such party, as landlord, pursuant to Section 40 hereof for the
      remaining Term and otherwise on the same terms and conditions as this Lease,
      except that such successor landlord shall not be (w) liable for any previous
      act, omission, breach, default or negligence of Landlord under this Lease;
      (x)
      subject to any counterclaim, defense or offset that theretofore shall have
      accrued to Tenant against Landlord; (y) bound by any previous modification
      or
      amendment of this Lease or by any previous prepayment of more than one month’s
      rent, unless such modification, amendment or prepayment shall have been approved
      in writing by the Facility Mortgagee through or by reason of which such
      successor landlord shall have succeeded to the rights of Landlord under this
      Lease or, in case of any such prepayment, such prepayment of rent has actually
      been delivered to such successor landlord; or (z) liable for any security
      deposited pursuant to this Lease unless such security
      has actually been delivered to such successor landlord. Nothing contained in
      this Section 20.2 shall
      be construed to impair any right otherwise exercisable by any such owner, holder
      or lessee.

     

    
      
        
        

      

      
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    20.3       
      Mortgagee
      Cure Rights.
If any act or omission by Landlord would give Tenant the right,
      immediately or after lapse of time, to cancel or terminate this Lease or to
      claim a partial or total eviction, or an abatement of Rent, setoff or
      counterclaim not otherwise expressly permitted by the terms of this Lease,
      or to
      declare a default hereunder, Tenant will not exercise any such right until
      (i)
      it has given written notice of such act or omission to each Facility Mortgagee
      whose name and address shall have previously been furnished to Tenant, (ii)
      Landlord shall have failed to cure the same after the delivery of such notice
      as
      may be herein required and within the time limits set forth in this Lease,
      and
      (iii) following the giving of such notice to each Facility Mortgagee, no
      Facility Mortgagee shall have remedied such act or omission (x) in the case
      of
      an act or omission that is capable of being remedied without possession of
      the
      applicable Leased Property, within the cure period available to Landlord under
      this Lease plus thirty (30) days; and (y) in the case of any act or omission
      that is incapable of being remedied without possession of the applicable Leased
      Property, within thirty (30) days following the date on which possession is
      obtained (either by such Facility Mortgagee or by a receiver in an action
      commenced by such Facility Mortgagee).

     

    20.4       
      Modifications.
      Tenant shall execute any modification of this Lease reasonably
      requested by any Facility Mortgagee or prospective Facility Mortgagee to cause
      the terms of this Lease to conform with customary and reasonable mortgage
      financing requirements, provided that such modifications (i) do not materially
      adversely increase the obligations of Tenant hereunder or materially diminish
      Tenant’s rights under this Lease, (ii) do not increase Rent payable hereunder,
      and (iii) are requested by any such Facility Mortgagee or prospective Facility
      Mortgagee only at the time of its initial loan advance or any subsequent
      extension of the maturity date of its loan or material modification of the
      terms
      of its loan. Tenant will not unreasonably withhold, delay or condition its
      consent to such modification, provided subsections (i), (ii) and (iii) above
      are
      complied with.

     

    21.         
      Property and Accounts
      Collateral.

     

    21.1       
      Landlord’s
      Security
      Interest. The parties intend that, if an Event of Default occurs
      under this Lease, Landlord will control Tenant’s Personal Property so that
      Landlord or its designee or nominee can operate, sell or re-let each Facility
      for its Primary Intended Use. Accordingly, to implement such intention, and
      for
      the purpose of securing the payment and performance obligations of Tenant
      hereunder, Landlord and Tenant agree as follows:

     

    21.1.1   
Property
      Collateral;
      Accounts Collateral. Tenant, as debtor, hereby grants to Landlord,
      as secured party, a security interest in, and lien upon, (i) all of Tenant’s
      right, title and interest in and to Tenant’s Personal Property (exclusive of
      Tenant’s computer hardware, proprietary software, names and tradenames) and any
      and all products, rents, proceeds and profits thereof in which Tenant now owns
      or hereafter acquires an interest or right (collectively, the “Property Collateral”) and (ii)
      all accounts receivable with respect to each Facility that Tenant now owns
      or in
      which Tenant hereafter acquires an interest or right (collectively, the “Accounts Collateral”). The
      security interests and liens granted to Landlord in
      this
Section 21.1 with
      respect to the Accounts Collateral may be subordinated to any first priority
      security interest granted in connection with any permitted AR Financing (as
      defined in Section 21.2
below); provided,
      however,
that, in connection with such AR Financing, Landlord shall furnish
      Tenant’s financiers, and Tenant’s financiers shall execute and return to
      Landlord, an intercreditor agreement in form and substance reasonably acceptable
      to Landlord.

     

    
      
        
        

      

      
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    21.1.1.1
Security
      Agreement.
This Lease constitutes a security agreement pursuant to and in
      accordance with the UCC covering all Property Collateral and Accounts
      Collateral, as well as the Authorization Collateral and any other property
      in or
      against which Landlord is granted a security interest or lien by the terms
      of
      this Lease (collectively, the “Lease Collateral”), and such
      security agreement, and the security interests and liens created in this Lease,
      shall survive the expiration or earlier termination of this Lease. Tenant hereby
      authorizes Landlord to file such financing statements, continuation statements
      and other documents as may be necessary or desirable to perfect or continue
      the
      perfection of Landlord’s security interests and liens in the Lease Collateral
      pursuant to the UCC. In addition, if required by Landlord at any time during
      the
      Term, Tenant shall execute and deliver to Landlord, in form reasonably
      satisfactory to Landlord, additional security agreements, financing statements,
      fixture filings and such other documents as Landlord may reasonably require
      to
      perfect or continue the perfection of Landlord’s security interests and liens in
      the Lease Collateral. Upon the occurrence of an Event of Default or in
      connection with an Operational Transfer, Landlord shall be entitled to exercise
      any and all rights and remedies available to a secured party under the UCC,
      or
      available to a landlord under the laws of the State(s) where the applicable
      Leased Property(ies) is (are) located, with respect to the Lease Collateral,
      including the right to sell the same at public or private sale, and, in
      connection with any such sale, Tenant agrees that the giving of ten (10) days’
notice by Landlord, designating the time and place of any public sale of any
      Lease Collateral, or the time after which any private sale or other intended
      disposition of any Lease Collateral is to be made, shall be deemed to be
      reasonable notice thereof, and Tenant waives any other notice with respect
      thereto.

     

    21.1.2    
      Certain
      Changes.
Tenant shall give Landlord at least thirty (30) days’ prior
      written notice of any change in any Tenant’s principal place of business, name,
      identity, jurisdiction of organization or corporate structure, and any such
      change shall, without limitation of Section 24 hereof, be subject
      to Landlord’s prior written approval, which approval shall not be unreasonably
      withheld. With respect to any such change, Tenant will promptly execute and
      deliver such instruments, documents and notices and take such actions, as
      Landlord deems necessary or desirable to create, perfect and protect the
      security interests and liens of Landlord in the Lease Collateral.

     

    21.2       
      Accounts
      Receivable
      Financing. Tenant shall not obtain so-called “Accounts Receivable”
financing with respect to any Facility (or its operations therein)
      or otherwise
      pledge any receivables as collateral (“AR
      Financing”) unless (i) the
      terms and conditions of this Section 21 have been
      satisfied; (ii) Tenant obtains Landlord’s consent to the terms thereof; and
      (iii) no Event of Default exists hereunder. Landlord shall not unreasonably
      withhold or delay its consent to any AR Financing secured by a first lien upon
      Tenant’s Accounts Collateral and as to which Landlord has received an
      intercreditor agreement as required pursuant to Section 21.1.1, and, as to any
      other AR Financing, Landlord may withhold its consent in its sole
      discretion.

     

    
      
        
        

      

      
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    22.            Risk
      of Loss.
During the Term, the risk of loss or of decrease in the enjoyment
      and beneficial use of each Leased Property in consequence of the damage or
      destruction thereof by fire, the elements, acts of terrorism, casualties,
      thefts, riots, wars or otherwise, or in consequence of foreclosures,
      attachments, levies or executions is assumed by Tenant, and Landlord shall
      in no
      event be answerable or accountable therefor nor shall any of the events
      mentioned in this Section entitle Tenant to any abatement of Rent.

     

    23.            Indemnification.
      Notwithstanding the existence of any insurance provided for
      herein, and without regard to the policy limits of any such insurance, Tenant
      shall protect, indemnify, save harmless and defend Landlord and the Landlord
      Indemnified Parties from and against all Losses (including, without limitation,
      Litigation Costs), to the maximum extent permitted by law (and to the extent
      not
      the direct result of Landlord’s gross negligence or willful misconduct), imposed
      upon or incurred by, or asserted or alleged against, Landlord or any Landlord
      Indemnified Parties by reason of: (i) any accident, injury to, or death of,
      persons or loss of, or damage to, property occurring on or about any Leased
      Property; (ii) any use, misuse, non-use, condition, maintenance or repair of
      any
      Leased Property by Tenant, any Tenant Parties or anyone claiming under Tenant
      or
      any Tenant Parties; (iii) any Impositions; (iv) any failure on the part of
      Tenant, any Tenant Parties or anyone claiming under Tenant or any Tenant Parties
      to perform or comply with any of the terms of this Lease; (v) any claims for
      work or labor performed or materials supplied to Tenant or any Tenant Parties;
      (vi) any breach by Tenant of any of its representations and warranties
      hereunder; (vii) any breach or default under any Authorization by any Tenant
      (or
      any Facility) or any revocation of any Authorizations (including, but not
      limited to, any Facility Provider Agreement); (viii) any negligence or
      misconduct on the part of Tenant or any Tenant Parties; (ix) the non-performance
      of any of the terms and provisions of any and all existing and future subleases
      of any Leased Property to be performed by the subtenant thereunder; and/or
      (x)
      the claims of any broker or finder made in connection with this Lease except
      to
      the extent claiming under the written agreements of Landlord. Any amounts that
      become payable by Tenant under this Section 23 shall be paid
      within ten (10) days after demand by Landlord, and if not timely paid, shall
      bear interest at the Overdue Rate from the date of such demand until paid.
      Tenant, at its expense, shall contest, resist and defend any such claim, action
      or proceeding asserted or instituted against Landlord or any Landlord
      Indemnified Parties with counsel acceptable to Landlord in its sole discretion
      and shall not, under any circumstances, compromise or otherwise dispose of
      any
      suit, action or proceeding without obtaining Landlord’s written consent. Tenant
      shall have the right to control the defense or settlement of any claim provided
      that (A) Tenant shall first confirm in writing to Landlord that such claim
      is
      within the scope of this indemnity and that Tenant shall pay any and all amounts
      required to be paid in respect of such claim; and (B) any compromise or
      settlement shall require the prior written approval of Landlord, which approval
      shall not be unreasonably withheld provided Landlord (or the applicable Landlord
      Indemnified Parties) are irrevocably released from all liabilities in connection
      with such claim as part of such settlement or compromise. Landlord, at its
      election and sole cost and expense, shall have the right, but not the
      obligation, to participate in the defense of any claim. If Tenant does not
      act
      promptly and completely to satisfy its indemnification obligations hereunder,
      Landlord may resist and defend any such claims or causes of action against
      Landlord or any Landlord Indemnified Party at Tenant’s sole cost. The terms of
      this Section 23 shall
      survive the expiration or sooner termination of this Lease.

     

    
      
        
        

      

      
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    24.         
      Assignment;
      Sublease.

     

    24.1       
      Assignment;
      Sublease.

     

    24.1.1   
      Notwithstanding anything to the contrary contained in this Lease, Tenant
      shall have no right, directly or indirectly, or through one or more step
      transactions or tiered transactions, voluntarily or by operation of law, to
      assign, convey, sell or otherwise transfer this Lease in part under any
      circumstances. Subject to the foregoing, except as expressly provided herein,
      without the prior written consent of Landlord, which consent shall not be
      unreasonably withheld, delayed or conditioned so long as no Event of Default
      has
      occurred and is continuing hereunder, Tenant shall not, either directly or
      indirectly, or through one or more step transactions or tiered transactions,
      voluntarily or by operation of law, (i) assign, convey, sell, pledge, mortgage,
      hypothecate or otherwise encumber, transfer or dispose of all or any part of
      this Lease or any Tenant’s leasehold estate hereunder; (ii) sublease all or any
      part of any Leased Property; (iii) engage the services of any Person for the
      management or operation of all or any part of any Leased Property; (iv) convey,
      sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose
      of
      any stock, partnership, membership or other interests (whether equity or
      otherwise) in any Tenant or any Person(s) controlling any Tenant, if such
      conveyance, sale, assignment, transfer, pledge, hypothecation, encumbrance
      or
      disposition results, directly or indirectly, in a change in control of such
      Tenant (or of such controlling Person(s)); (v) dissolve, merge or consolidate
      any Tenant or any Persons controlling any Tenant with any other Person, if
      such
      dissolution, merger or consolidation, directly or indirectly, results in a
      change in control of such Tenant (or in such controlling Person(s)); (vi) sell,
      convey, assign, or otherwise transfer all or substantially all of the assets
      of
      any Tenant or any Person(s) controlling any Tenant; (vii) sell, convey, assign,
      or otherwise transfer any of the assets of any Tenant or any Person(s)
      controlling any Tenant, if the consolidated net worth of such Tenant (or such
      controlling Person(s), as the case may be) immediately following such
      transaction is not at least equal to the greater of (1) the consolidated net
      worth of such Tenant (or such controlling Person(s), as the case may be)
      immediately prior to such transaction and (2) the consolidated net worth of
      such
      Tenant (or controlling Person(s), as the case may be) as of the date hereof;
      or
      (viii) enter into or permit to be entered into any agreement or arrangement
      to
      do any of the foregoing or to grant any option or other right to any Person
      to
      do any of the foregoing. For purposes of this Section 24.1, a change in
      control of any Tenant or any controlling Person, as applicable, shall include,
      without limitation, (a) a change in the composition of the board of directors
      of
      any Tenant or controlling Person, as applicable, such that at the end of any
      period of twelve (12) consecutive months the persons constituting a majority
      of
      such board of directors are not the same as the persons constituting a majority
      at the start of such period (or persons appointed by such majority), (b) the
      sale or other disposition of (x) all or any part of its interest in any
      Guarantor or (y) all or substantially all of the assets of any Guarantor or
      any
      Tenant, and (c) a merger or consolidation involving any Guarantor or any Tenant,
      which results in the stockholders of any Guarantor or any Tenant immediately
      prior to such event owning less than fifty percent (50%) of the capital stock,
      partnership interests, limited liability company membership interests or other
      equity interests of the surviving entity or any parent of the surviving entity.
      For purposes of this Section
      24, a sublease of all or any part of any Leased Property shall be deemed
      to include any concessionaire agreement, license agreement or other agreement
      involving use or possession of all or any part of any Leased
      Property.

     

    
      
        
        

      

      
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    24.1.2   
      Subject to the provisions of Section 24.3 below and any
      other express conditions or limitations set forth herein, so long as no Event
      of
      Default has occurred and is continuing hereunder, Tenant may, without the
      consent of Landlord, (i) assign this Lease in its entirety or sublet all or
      any
      part of any Leased Property to any Affiliate of any Tenant, provided that,
      in
      the case of both this clause (i) and clause (ii) below, the assignee or
      subtenant in question is duly licensed and possessed of all Authorizations
      necessary for the conduct of its activities and the operation of such Leased
      Property or portion thereof in accordance with all applicable laws and shall
      comply with the provisions of clauses (a), (b), (c) and (d) below (except that,
      in the case of an assignment or sublet to an Affiliate pursuant to clause (i)
      above, the assignee or subtenant shall not be required to comply with clauses
      (b)(1), (2) and (3)), or (ii) sublet a minor portion of a particular Facility
      to
      a Person providing services that are ancillary to Tenant’s Primary Intended Use
      at such Facility (e.g., a sublease to a beauty salon operator) or (iii) enter
      into Approved Residency Agreements with residents of a Facility, provided that
      all of the requirements for constituting an Approved Residency Agreement are
      complied with at the time of entry into such agreement and at all times
      thereafter, or (iv) make a collateral assignment of any rights or obligations
      hereunder to any Lending Institution in order to secure indebtedness owed by
      any
      Tenant or any Guarantor to such Financial Institution, provided that the
      prohibitions on partial assignment of this Lease and the other provisions of
      this Section 24 shall be
      applicable in connection with any foreclosure (or assignment in lieu of
      foreclosure) or other enforcement action relating to such collateral assignment,
      or (v) make or allow (i) any transfer or issuance of capital stock in
      Summerville Senior Living, Inc. (“Summerville”)
in
      connection
      with an underwritten public offering on a primary basis by Summerville pursuant
      to a registration statement that has been filed under the Securities Act of
      1933, as amended, or (ii) any transaction pursuant to which the ownership
      interest of Apollo Real Estate
      Investment Fund III, L.P. and/or Apollo Real Estate Investment Fund IV, L.P.
      in Summerville is eliminated or reduced, so long as, in the case of
      both
      clause (v)(i) and (v)(ii) above, immediately following any such transfer or
      issuance or transaction, as applicable, (x) Summerville remains a Guarantor
      of
      this Lease having a net worth at least equal to the greater of (1) the net
      worth
      of Summerville immediately prior to the transfer, issuance or transaction and
      (2) the net worth of Summerville as of the date hereof and (y) the senior
      management of Summerville is comprised of persons having a favorable business,
      regulatory compliance and operational reputation and character. So long as
      no
      Event of Default has occurred and is continuing hereunder, Landlord shall not
      unreasonably withhold, delay or condition its consent to any other subletting
      of
      the Leased Properties in whole or in part or assignment of this Lease in its
      entirety, provided that (a) in the case of a subletting, (1) the subtenant
      shall
      comply with the provisions of Section 24.2, and (2) if the
      subtenant is an Affiliate of any Tenant or any Guarantor, the subtenant shall
      execute and deliver to Landlord a guaranty of Tenant’s obligations under the
      Lease substantially in the form the Lease Guaranty is required to be in, (b)
      the
      assignee or subtenant (1) shall be a creditworthy entity with sufficient
      financial resources and stability to satisfy its obligations under the Lease,
      (2) shall have not less than five (5) years experience in operating health
      care
      facilities for the purpose of the applicable Facility’s Primary Intended Use,
      (3) has a favorable business, regulatory compliance and operational reputation
      and character, (4) has all licenses, permits, approvals and other Authorizations
      required to operate the Leased Property(ies) in question for the Primary
      Intended Use (or any other use permitted under the terms of this Lease), and
      (5)
      in the case of an assignment, shall assume in writing and agree to keep and
      perform all of the terms of this Lease on the part of Tenant to be kept and
      performed and shall be, and become, jointly and severally liable with Tenant
      for
      the performance thereof, (c) an original counterpart of each such sublease
      and
      assignment and assumption, duly executed by Tenant and such subtenant or
      assignee, as the case
      may
      be, in the form and substance reasonably satisfactory to Landlord, shall be
      delivered promptly to Landlord, and (d) in case of either an assignment or
      subletting, Tenant shall remain primarily liable, as principal rather than
      as
      surety, for the prompt payment of the Rent and for the performance and
      observance of all of the covenants and conditions to be performed by Tenant
      hereunder. Landlord’s obligation to consent to a subletting or assignment is
      subject to any reasonable approval rights of any Facility
      Mortgagee.

     

    
      
        
        

      

      
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     24.1.3   
If
      this Lease is assigned or if any Leased Property or any part thereof is sublet
      (or occupied by any entity other than Tenant and its employees), Landlord,
      after
      an Event of Default occurs and so long as it is continuing, may collect the
      rents from such assignee, subtenant or occupant, as the case may be, and apply
      the net amount collected to the Rent herein reserved, but no such collection
      shall be deemed a waiver of the provisions set forth in Section 24.1, the acceptance
      by Landlord of such assignee, subtenant or occupant, as the case may be, as
      a
      tenant or a release of Tenant from the future performance of its covenants,
      agreements or obligations contained in this Lease.

     

     24.1.4   
      Subject to Section 24.4
below, no subletting
      or assignment shall in any way impair the continuing
      primary liability of Tenant hereunder, or the continuing liability of any
      Guarantor under its Lease Guaranty, and no consent to any subletting or
      assignment in any particular instance shall be deemed a waiver of the
      prohibitions and limitations set forth in this Section 24.1. No assignment,
      subletting or occupancy shall affect the Primary Intended Use.

     

    24.1.5    
      If Tenant shall desire to assign this Lease or sublet all (but not a
      portion) of any Leased Property (other than an assignment or sublease as to
      which Landlord’s consent is not required as provided in Sections 24.1.2(i), (ii),
      (iii)
and (iv) above),
      it shall first submit in writing to Landlord a notice indicating (i) the name
      of
      the proposed assignee or subtenant, (ii) the material terms of the proposed
      assignment or sublease, (iii) the nature and character of the business which
      the
      proposed assignee or subtenant will conduct at the applicable Leased Property,
      (iv) reasonable financial data concerning the proposed assignee or subtenant,
      and (v) the effective date of the proposed assignment or the commencement date
      and expiration date of the proposed sublease. Tenant shall additionally submit
      to Landlord any other information concerning the proposed assignment or sublease
      that Landlord may reasonably request from time to time and, prior to the
      effective date of any assignment permitted hereunder or the commencement date
      of
      any sublease permitted hereunder, Tenant shall deliver to Landlord evidence
      reasonably satisfactory to Landlord that the assignee or subtenant has all
      licenses, permits, approvals and other Authorizations necessary to operate
      each
      Leased Property for the Primary Intended Use (or any other use permitted under
      the terms of this Lease). In addition, if Tenant shall desire to engage in
      any
      transfer, issuance or transaction of the nature described in Section 24.1.2(v) above,
      Tenant shall first submit in writing to Landlord such information concerning
      such transfer, issuance or transaction that Landlord may reasonably request
      from
      time to time.

     

     24.1.6   
Any
      assignment and/or sublease must provide that (i) it shall be subject and
      subordinate to all of the terms and conditions of this Lease, (ii) the use
      of
      the applicable Leased Property shall be restricted to the applicable Primary
      Intended Use and shall not conflict with any Legal Requirement, Insurance
      Requirement or any other provision of this Lease, (iii) no sublessee or assignee
      shall be permitted to sublet further all or any part of the applicable
      Leased Property or assign this Lease or its sublease except as expressly
      provided in this Lease and (iv) in the event of cancellation or termination
      of
      this Lease for any reason whatsoever or of the surrender of this Lease, whether
      voluntary, involuntary or by operation of law, prior to the expiration date
      of
      such sublease, including extensions and renewals granted thereunder, at
      Landlord’s option, the subtenant shall make full and complete attornment to
      Landlord for the balance of the term of the sublease, which attornment shall
      be
      evidenced by an agreement in form and substance reasonably satisfactory to
      Landlord and which the subtenant shall execute and deliver within five (5)
      days
      after request by Landlord, and the subtenant shall waive the provisions of
      any
      law now or hereafter in effect that may give the subtenant any right of election
      to terminate the sublease or to surrender possession in the event any proceeding
      is brought by Landlord to terminate this Lease.

     

    
      
        
        

      

      
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    24.1.7    
      Any assignment of this Lease or sublease of the applicable Leased
      Property in contravention of the express terms of this Section 24 shall be voidable
      at Landlord’s option and the acceptance of Rent by Landlord from any such
      unauthorized assignee or subtenant shall not constitute a recognition or
      acceptance of the tenancy of such unauthorized assignee or
      subtenant.

     

    24.2      
      Attornment.
      Tenant shall insert in each sublease permitted under Section 24.1provisions
      to the
      effect that (i) such sublease is subject and subordinate to all of the terms
      and
      provisions of this Lease and to the rights of Landlord hereunder, (ii) in the
      event this Lease shall terminate before the expiration of such sublease, the
      subtenant thereunder will, at Landlord’s option, attorn to Landlord and waive
      any right the subtenant may have to terminate the sublease or to surrender
      possession thereunder, as a result of the termination of this Lease, and (iii)
      in the event the subtenant receives a written notice from Landlord or Landlord’s
      assignees, if any, stating that an Event of Default has occurred, the subtenant
      shall thereafter be obligated to pay all rentals accruing under said sublease
      directly to the party giving such notice, or as such party may direct. All
      rentals received from the subtenant by Landlord or Landlord’s assignees, if any,
      as the case may be, shall be credited against the amounts owing by Tenant under
      this Lease.

     

    24.3        Sublease
      Limitation.
Anything contained in this Lease to the contrary notwithstanding,
      Tenant shall not sublet any Leased Property on any basis such that the rental
      to
      be paid by the subtenant thereunder would be based, in whole or in part, on
      either (i) the income or profits derived by the business activities of the
      subtenant, or (ii) any other formula such that any portion of the sublease
      rental, if received by Landlord, would fail to qualify as “rents from real
      property” within the meaning of Section 856(d) of the Code, or any similar or
      successor provision thereto.

     

    24.4       
      Release.
The
      original Tenant under this Lease and Summerville shall not be released from
      their respective duties and obligations under, respectively, this Lease or
      Summerville’ s Lease Guaranty on account of any assignment or sublease,
      provided, however, that Landlord agrees that, if (i) Tenant requests Landlord’s
      consent to a complete assignment of this Lease, (ii) Tenant specifies in its
      request that Tenant desires to have the aforesaid original Tenant and
      Summerville released from the aforesaid duties and obligations arising from
      and
      after the date of such assignment, and (iii) Tenant agrees and specifies in
      its
      request that, in considering whether to consent to such proposed assignment,
      Landlord may, notwithstanding anything to the contrary contained in this Lease,
      grant or withhold its consent in its sole and unfettered
      discretion, then, if Landlord thereafter grants its consent to such assignment,
      the original Tenant and Summerville shall be released from their aforesaid
      duties and obligations arising from and after the date of such
      assignment.

     

    
      
        
        

      

      
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    25.          
      Financial Statements
      and Reporting.

     

    25.1       
      Maintenance
      of Books and
      Records. Tenant shall keep and maintain, or cause to be kept and
      maintained, proper and accurate books and records in accordance with GAAP,
      and a
      standard modern system of accounting, in all material respects reflecting the
      financial affairs of each Tenant and the results from operations of each
      Facility. Landlord shall have the right, from time to time during normal
      business hours after five (5) Business Days prior oral or written notice to
      the
      applicable Tenant, itself or through any of Landlord’s Representatives, to
      examine such books and records at the office of such Tenant or other Person
      maintaining such books and records and to make such copies or extracts thereof
      as Landlord or Landlord’s Representatives shall request.

     

    25.2       
      Annual
      Financial
      Information. As soon as available, and in any event within one
      hundred eighty (180) days after the close of each Fiscal Year, Tenant shall
      deliver to Landlord, presented on a consolidated and consolidating, but not
      on a
      property-by-property, basis, financial statements prepared for such Fiscal
      Year
      with respect to Tenant, including a balance sheet and operating statement as
      of
      the end of such Fiscal Year and further including related statements of income
      and members’, partners’ or owners’ capital for such Fiscal Year, audited by a
“Big Four” accounting firm or a nationally recognized, independent certified
      public accounting firm reasonably satisfactory to Landlord, whose opinion shall
      be to the effect that such financial statements have been prepared in accordance
      with GAAP, applied on a consistent basis, and shall not be qualified as to
      the
      scope of the audit or as to the status of any Tenant as a going concern.
      Together with Tenant’s annual financial statements, Tenant shall deliver to
      Landlord: (i) a statement of cash flows for each Leased Property; and (ii)
      such
      other information as Landlord shall reasonably request and that is prepared
      by
      any Tenant in the ordinary course of its business. Relative to the annual
      financial statements described above, Landlord agrees that, if Summerville
      Senior Living, Inc., is, and so long as it remains, a Guarantor of Tenant’s
      obligations under the Lease, in lieu of the above referenced audited financial
      statements of Tenant, Tenant shall deliver audited financial statements of
      Guarantor, rather than Tenant, satisfying the above referenced
      requirements.

     

    25.3      
      Quarterly
      Financial
      Information. As soon as available, and in any event within
      forty-five (45) days after the end of each fiscal quarter, Tenant shall deliver
      to Landlord, presented on a consolidated and consolidating as well as a
      property-by-property basis, quarterly and year-to-date unaudited financial
      statements prepared for such fiscal quarter with respect to Tenant, including
      a
      balance sheet and operating statement as of the end of such fiscal quarter
      and
      further including related statements of income, members’, partners’ or owners’
capital and cash flows for such fiscal quarter and for the portion of the Fiscal
      Year ending with such fiscal quarter. Each such quarterly statement shall show
      the separate operations of each Leased Property, including, without limitation,
      (i) a breakdown of Patient Revenues and other revenues itemized by payor type
      and a reasonably detailed breakdown of operating expenses and (ii) patient
      census information by payor type (collectively, “Census Information”). Each
      such quarterly report shall be accompanied by the following: (x) a statement
      in
      reasonable detail showing the calculation of Net Operating Income for each
      Facility for the trailing four fiscal quarters,
      in each case, ending at the end of the fiscal quarter as to which such statement
      is being delivered; (y) a then current occupancy report for each Facility;
      and
      (z) such other information as Landlord shall reasonably request and that is
      prepared by any Tenant or any Guarantor in the ordinary course of its
      business.

     

    
      
        
        

      

      
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    25.4       
      Certifications
      of
      Compliance. Simultaneously with the delivery of the annual and
      quarterly financial statements contemplated by Sections 25.2 and25.3, Tenant
      shall deliver to Landlord an Officer’s Certificate in the form of Exhibit D attached hereto and
      dated as of the date of such delivery.

     

    25.5       
      Annual
      Budgets.
Tenant has previously delivered to Landlord the Annual Budget
      for
      each Leased Property for the Fiscal Year ending December 31, 2005. Not more
      than
      thirty (30) days following the commencement of each subsequent Fiscal Year
      during the Term, Tenant shall deliver to Landlord an Annual Budget presented
      on
      a consolidated and consolidating as well as a property-by-property basis for
      such Fiscal Year and, promptly after preparation thereof, any subsequent
      revisions to such Annual Budget. On or prior to fifteen (15) days prior to
      the
      commencement of each such subsequent Fiscal Year, Tenant shall deliver to
      Landlord a preliminary draft of the aforesaid Annual Budget for such Fiscal
      Year.

     

    25.6       
      Monthly
      Financial
      Information. As soon as available, and in any event within thirty
      (30) days after the end of each calendar month, Tenant shall deliver to
      Landlord, presented on a consolidated and consolidating as well as a
      property-by-property basis, monthly and year-to-date unaudited financial
      statements prepared for the applicable month with respect to Tenant, including
      a
      balance sheet and operating statement as of the end of such month and further
      including related statements of income, members’, partners’ or owners’ capital
      and cash flows for such month and for the portion of the Fiscal Year ending
      with
      such month, which statements shall be accompanied by (i) an Officer’s
      Certificate certifying that the same are true and correct and were prepared
      in
      accordance with GAAP, applied on a consistent basis, subject to changes
      resulting from audit and normal year-end audit adjustments, and (ii) an
      Officer’s Certificate certifying as to any material variances from the approved
      Annual Budget on a line-item basis. Each monthly report shall show the separate
      operations of each Leased Property, including, without limitation, the monthly
      cash flow and Census Information for such Leased Property. Each such monthly
      report shall be accompanied by the following: (1) a statement setting forth
      in
      reasonable detail the calculation of Net Operating Income for each Facility
      for
      the trailing twelve (12) months, in each case, ending at the end of the calendar
      month as to which such statement is being delivered; (2) a then current
      occupancy report for each Facility; (3) a report describing in reasonable detail
      the occurrence during such month of any event that is reasonably likely to
      result in a material adverse effect on the ability of Tenant to perform any
      material provision of this Lease, or the value, use or enjoyment of any of
      the
      Leased Properties or the operation thereof; (4) a monthly summary of accounts
      receivable with respect to each Facility and all of the Facilities in form
      acceptable to Landlord; and (5) such other information as Landlord shall
      reasonably request and that is prepared by any Tenant or any Guarantor in the
      ordinary course of its business.

     

    25.7       
      Authorizations.
      As soon as available, and in any event within ninety (90) days
      after the end of each calendar year, Tenant shall deliver to Landlord as to
      each
      Facility a report describing in reasonable detail the status of such Facility’s
      compliance with all Authorizations for such Facility. In addition, not later
      than thirty (30) days after the commencement
      of each Fiscal Year during the Term, Tenant shall deliver to Landlord copies
      of
      any and all Authorizations (together with any renewals or extensions thereof)
      certified by Tenant as accurate and complete in an Officer’s
      Certificate.

     

    
      
        
        

      

      
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    25.8       
      Actuarial
      Reports.
Promptly (and in any event no later than ten (10) days) after
      Tenant’s receipt thereof, Tenant shall deliver to Landlord a complete copy of
      any Actuarial Report(s) received by Tenant.

     

    25.9       
      Notices/Inspection
      Reports
      from Governmental Authorities. As soon as available, and in any
      event within ten (10) days of Tenant’s receipt, Tenant shall deliver to Landlord
      (i) any and all notices (regardless of form) from any Governmental Authority
      (1)
      that any Authorization for any Facility or the certification of any Facility
      for
      reimbursement under any applicable governmental reimbursement program is the
      subject of any enforcement action, revocation or suspension or is subject to
      assessment for civil monetary penalties or is the subject of any overpayment
      claim or recoupment claim or (2) that action is pending or being considered
      to
      revoke or suspend any Authorization or to institute enforcement actions of
      any
      kind and (ii) any and all inspection reports (regardless of form) from any
      Governmental Authority relating to any of the Leased Properties.

     

    25.10      Financial
      Statements of
      Guarantor. Tenant shall cause each Guarantor to deliver to
      Landlord on a timely basis the annual financial statements, and Officer’s
      Certificates, that are required by the terms of each Lease
      Guaranty.

     

    25.11     
      Estoppel
      Certificates.
Together with every Officer’s Certificate required to be provided
      hereunder, or otherwise upon request by Landlord in connection with a proposed
      sale or refinancing of any Leased Property(ies) by Landlord or otherwise (and,
      in the case of any such request, in any case within five (5) Business Days),
      Tenant shall deliver an “Estoppel Certificate” in form
      and substance satisfactory to Landlord and certifying as to the matters
      described in Exhibit E
attached thereto.
      Each such Estoppel Certificate shall be certified to
      Landlord and Landlord’s designees and may be relied upon by Landlord and its
      designees. Any Estoppel Certificate shall, at Landlord’s request, be delivered
      together with complete and accurate copies (originals of which shall be made
      available for inspection upon request by Landlord) of all licenses, permits
      and
      other Authorizations necessary to operate the Facilities in accordance with
      all
      applicable laws.

     

    25.12     
      Supplemental
      Information.
Tenant shall deliver to Landlord such supplements to the foregoing
      documents, and such other information and reports (including, without
      limitation, non-financial information), as Landlord or any Facility Mortgagee
      may reasonably request from time to time, provided such supplements, and such
      information and reports, are consistent with the types of supplements, reports
      and information generally utilized by institutions within the healthcare or
      financing industry.

     

    25.13     
      Quarterly
      Meetings; Facility
      Level Meetings and Reviews. On a quarterly basis, Tenant shall
      permit, and upon request by Landlord, shall make appropriate arrangements for,
      Landlord and/or Landlord’s Representatives to discuss the affairs, operations,
      finances and accounts of each Tenant, each Guarantor and their respective
      Affiliates with, and be advised as to the same by, senior officers of each
      Tenant (and such of each Tenant’s independent accountants and other financial
      advisors as would be relevant to the topic(s) of the particular meeting), all
      as
      Landlord may deem appropriate for the purpose of verifying any report(s)
delivered
      by Tenant to Landlord under this Lease or for otherwise ascertaining compliance
      with this Lease by Tenant or the business, operational or financial condition
      of
      each Tenant, each Guarantor and/or their respective Affiliates and/or any of
      the
      Facilities. Without limitation of the foregoing, from time to time promptly
      following receipt of written notice from Landlord to Tenant (and in any event
      within ten (10) Business Days of such receipt), Tenant shall permit, and shall
      make appropriate arrangements for, Landlord and/or Landlord’s Representatives to
      discuss the business, operational and financial condition of specific
      Facility(ies) designated by Landlord with, and be advised as to the same by,
      appropriate personnel of Tenant and its Affiliates having operational and
      accounting responsibilities for the Facility(ies) so specified by Landlord
      and
      to review, and make abstracts from and copies of, the books, accounts and
      records of Tenant and its Affiliates relative to any such Facility(ies). Unless
      otherwise agreed in writing by Landlord and Tenant, all of the discussions,
      reviews, abstracting and copying referenced in this Section 25.13 shall occur
      during normal business hours.

     

    
      
        
        

      

      
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    25.14    
      Format.
      Notwithstanding anything contained herein to the contrary, Tenant
      shall deliver to Landlord the financial information, statements, reports,
      operating budgets and other financial data contemplated by Section 25 in hard copy and
      electronic form and in a format acceptable to Landlord in the exercise of its
      reasonable discretion.

     

    26.           Landlord’s
      Right to Inspect.
Tenant shall permit Landlord, Landlord’s Representatives, any then
      current or prospective Facility Mortgagee or other lender to Landlord, any
      then
      current or prospective investment banker, mortgage broker or other professional
      engaged by Landlord, any prospective purchaser of any Leased Property or any
      investor in Landlord or any Affiliate of Landlord and/or any prospective lessee,
      and its and their respective authorized representatives, to enter upon and
      conduct a physical inspection of any Leased Property during normal business
      hours and, except in an emergency, upon not less than five (5) Business Days’
prior written notice, subject to any security, health, safety or confidentiality
      requirements of any Governmental Authority relating to the Premises, or imposed
      by law or applicable regulations or any insurance requirement, and provided
      that
      no such entry or inspection shall materially interfere with Tenant’s business
      operations within the affected Leased Property(ies). Nothing contained in this
      Section 26 shall limit
      or impair Landlord’s right to immediately enter upon and inspect the Premises,
      or any of Landlord’s other rights or remedies, upon the occurrence of any Event
      of Default by Tenant.

     

    27.           No
      Waiver. No
      failure by Landlord or Tenant to insist upon the strict performance of any
      term
      hereof or to exercise any right, power or remedy consequent upon a breach
      thereof, and no acceptance of full or partial payment of Rent during the
      continuance of any such breach, shall constitute a waiver of any such breach
      or
      of any such term. To the extent permitted by law, no waiver of any breach shall
      affect or alter this Lease, which shall continue in full force and effect with
      respect to any other then existing or subsequent breach.

     

    28.          
      Single
      Lease.
Tenant hereby acknowledges that the agreement between Landlord
      and
      Tenant to treat this Lease as single lease in all respects was and is of primary
      importance to Landlord, and Landlord would not have entered into this Lease
      without there being such an agreement and such treatment of this Lease. All
      rights and obligations under this Lease relating to the Premises shall apply
      to
      each Leased Property and any default under this Lease pertaining to a single
      Leased Property or to the Premises or any portion thereof shall be an Event
      of
      Default pertaining to the Premises and each Leased Property. Without limiting
      the generality of the foregoing,
      the parties hereto acknowledge that, notwithstanding any references herein
      to
      any individual Leased Property and notwithstanding the possibility that certain
      individual Leased Properties may be deleted herefrom pursuant to the express
      provisions of this Lease under certain limited circumstances, the parties hereto
      expressly intend and agree that this Lease is not divisible and shall be treated
      as a single lease for all purposes whatsoever (including, without limitation,
      in
      the context of Tenant’s attempted rejection, assumption and/or assignment of
      this Lease in any bankruptcy or other insolvency proceeding affecting any
      Tenant, in which case the parties hereto intend for such rejection to terminate
      this Lease with respect to the entire Premises or such assumption to apply
      with
      respect to the entire Premises, i.e., all but not less
      than
      all of the Leased Properties). Notwithstanding anything contained in this Section
      28 or elsewhere
      in this Lease to the contrary, the existence of Tenant’s Proportionate Share and
      the allocations of Rent described in Section
      3.1.2 hereof
      and elsewhere in this Lease do not change the joint and several nature of each
      Tenant’s obligation to pay all Rent owing hereunder as provided in Section
      1.3 above. This
      Lease does not constitute, and may not be enforced (except at Landlord’s sole
      discretion in connection with a Limited Termination Election) or treated as,
      a
      separate lease for any individual Leased Property. Notwithstanding the
      foregoing, the right of possession and leasehold right granted to each Tenant
      hereunder is limited as provided in Section
      1.3
above.

     

    
      
        
        

      

      
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    29.           Acceptance
      of Surrender.
No surrender to Landlord of this Lease or of any Leased
      Property or any part thereof, or of any interest herein or therein, shall be
      valid or effective unless agreed to and accepted in writing by Landlord, and
      no
      act by Landlord or any representative or agent of Landlord, other than such
      a
      written acceptance by Landlord, shall constitute an acceptance of any such
      surrender.

     

    30.          
      No
      Merger of Title.
There shall be no merger of this Lease or of the leasehold
      estate created hereby by reason of the fact that the same Person may acquire,
      own or hold, directly or indirectly, (i) this Lease or the leasehold estate
      created hereby or any interest in this Lease or such leasehold estate and (ii)
      the fee estate in any Leased Property.

     

    31.         
      Conveyance
      by Landlord.
Landlord may, without the consent or approval of Tenant,
      sell, transfer, assign, pledge, encumber, hypothecate, convey or otherwise
      dispose of all or any portion of the Premises. If Landlord or any successor
      owner of any Leased Property shall sell, transfer, assign, convey or otherwise
      dispose of any Leased Property in accordance with the terms hereof other than
      as
      security for a debt, and the purchaser, grantee, assignee or transferee of
      the
      Leased Property(ies) shall expressly assume all obligations of Landlord
      hereunder with respect to such Leased Property(ies), arising or accruing from
      and after the date of such sale, conveyance, transfer, assignment or other
      disposition, Landlord or such successor owner, as the case may be, shall
      thereupon be released from all future liabilities and obligations of Landlord
      under this Lease with respect to such Leased Property(ies) arising or accruing
      from and after the date of such sale, conveyance, transfer, assignment or other
      disposition as to such Leased Property(ies) and all such future liabilities
      and
      obligations with respect to such Leased Property(ies), shall thereupon be
      binding upon such purchaser, grantee, assignee or transferee. In the event
      of
      any such sale, transfer, assignment, conveyance or other disposition (other
      than
      as security for a debt) of less than all of the Premises, the provisions of
      Section
      40 hereof
      governing New Leases shall apply.

     

    32.           Quiet
      Enjoyment.
So long as Tenant shall pay all Rent as the same becomes due
      and
      shall fully comply with all of the terms of this Lease and fully perform its
      obligations hereunder, Tenant shall peaceably and quietly enjoy each Leased
      Property for the Term hereof, free of any claim, interruption or other action
      by
      Landlord or anyone claiming through Landlord, but subject to all Permitted
      Encumbrances. No failure by Landlord to comply with the foregoing covenant
      shall
      give Tenant any right to abate, reduce or make a deduction from or offset
      against the Rent or any other sum payable under this Lease, or to fail to
      perform any other obligation of Tenant hereunder. Notwithstanding the foregoing,
      Tenant shall have all rights and remedies available at law or in equity, except
      as otherwise provided herein, by separate and independent action, to pursue
      any
      claim or claims it may have against Landlord as a result of any breach by
      Landlord of the covenant of quiet enjoyment contained in this Section 32.

     

    
      
        
        

      

      
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    33.           Notices.
All
      notices, demands, requests, consents, approvals and other communications
      hereunder shall be in writing and delivered (i) by mail (registered or certified
      mail, return receipt requested), in which case such notice shall be deemed
      received three (3) Business Days after its deposit, (ii) by confirmed facsimile,
      in which case such notice shall be deemed received the next Business Day, or
      (iii) by reputable nationally recognized overnight courier service, in which
      case such notice shall be deemed received the next Business Day, addressed
      to
      the respective parties, as follows:

     

    
      
        	
                (a)

              	
                if
                  to any Tenant:

              
	 	 
	 	
                Summerville
                  6 LLC

              
	 	
                c/o
                  Summerville Senior Living, Inc. 

              
	 	3000
                Executive Parkway, Suite 530 
	 	San
                Ramon, California 94583
	 	
                Attention:
                  Granger Cobb

              
	 	
                Facsimile:
                  (925) 866-8506

              
	 	 
	
                with
                  a copy to: 

              
	 	 
	 	
                Richard
                  Ackerman

              
	 	
                10250
                  Constellation Boulevard Suite 2900

              
	 	
                Los
                  Angeles, CA 90067

              
	 	
                Facsimile:
                  (310) 843-1989

              
	 	 
	
                and
                  to 

              
	 	 
	 	
                Pircher,
                  Nichols & Meeks

              
	 	
                1925
                  Century Park East

              
	 	
                Suite
                  1700

              
	 	
                Los
                  Angeles, CA 90067

              
	 	
                Attention:
                  Real Estate Notices (GML 4651-5) 

              
	 	Facsimile:
                (310) 201-8900


      

       

      
        
          
          

        

        
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                (b)

              	
                if
                  to Landlord:

              
	 	 
	 	
                Ventas
                  Brighton, LLC

              
	 	
                c/o
                  Ventas, Inc.

              
	 	
                10350
                  Ormsby Park Place, Suite 300 

              
	 	Louisville,
                Kentucky 40223
	 	
                Attention:   
                  Lease Administration 

              
	 	Facsimile:    
                (502) 357-9001
	 	 
	 	
                with
                  a copy to:

              
	 	 
	 	
                Ventas,
                  Inc.

              
	 	
                10350
                  Ormsby Park Place, Suite 300

              
	 	
                Louisville,
                  Kentucky 40223 

              
	 	Attention:   
                General Counsel 
	 	Facsimile:    
                (502) 357-9001


      

       

    

    or
      to
      such other address as either party may hereunder designate in
      writing.

     

    34.           General
      REIT Provisions.
Tenant understands that, in order for Landlord’s Affiliate,
      Ventas, Inc., to qualify as a REIT, certain requirements (the “REIT Requirements”) must be
      satisfied, including, without limitation, the provisions of Section 856 of
      the
      Code. Accordingly, Tenant agrees, and agrees to cause its Affiliates, permitted
      subtenants, if any, and any other parties subject to its control by ownership
      or
      contract, to reasonably cooperate with Landlord to ensure that the REIT
      Requirements are satisfied, including, but not limited to, providing Landlord
      or
      Ventas, Inc. with information about the ownership of Tenant and its Affiliates.
      Tenant agrees, and agrees to cause its Affiliates, upon request by Landlord
      or
      Ventas, Inc., to take all action reasonably necessary to ensure compliance
      with
      the REIT Requirements.

     

    35.           Transfer
      of Tenant’s
      Personal Property. Upon the expiration or earlier termination of
      this Lease with respect to a Leased Property (unless such termination is the
      result of Tenant’s purchase of such Leased Property), all Tenant’s Personal
      Property relating to such Leased Property (excluding the specific items of
      Tenant’s Personal Property described below, which property may be retained and
      removed by Tenant) shall become the property of Landlord, free of any lien,
      claim or encumbrance, and Tenant shall, at its expense, take any actions
      reasonably necessary to discharge any applicable lien, claim or encumbrance
      (and, relative to any such Tenant’s Personal Property that is leased by Tenant,
      Tenant agrees, at its expense, immediately to acquire title thereto, in order
      to
      be able to convey title thereto to Landlord as provided in this Section 35). Landlord
      acknowledges and agrees that Tenant’s automobiles, vans, computer hardware,
      proprietary software, names, trademarks and accounts receivable that are
      included in the Tenant’s Personal Property are not to be transferred to Landlord
      pursuant to this Section 35
(subject, in the case
      of Tenant’s names, to the provisions of Section 37.4 below and subject
      further to Section 35 as
      to such Tenant’s Personal Property (exclusive of Tenant’s computer hardware,
      proprietary software, names and tradenames)). Tenant shall execute and deliver
      such assignments, conveyance documents, bills of sale and other instruments
      as
      Landlord shall reasonably require to evidence the conveyances and transfers
      referenced in this Section 35
and otherwise reasonably
      assist Landlord with such conveyances and
      transfers.

     

    
      
        
        

      

      
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    36.          
      Compliance With
      Environmental Laws.

     

    36.1        Hazardous
      Substances.
Tenant shall not place or hold any Hazardous Substances under,
      on
      or at any of the Leased Properties, except as is necessary or reasonable in
      the
      ordinary course of its business. If Tenant’s business requires the use of any
      Hazardous Substances, other than such cleaning materials as are typically found
      in healthcare facilities, Tenant shall notify Landlord in writing and shall
      comply with hazard communication and notification requirements of the
      Occupational Safety and Health Act and any other Environmental Laws with respect
      to such Hazardous Substances. Tenant shall comply with all Environmental Laws
      in
      connection with its use, operation and management of the Leased Properties.
      Tenant shall not cause or allow any asbestos to be incorporated into any Leased
      Improvements or Alterations that it makes or causes to be made on or to any
      of
      the Leased Improvements. Tenant shall not use any of the Leased Properties
      as a
      treatment, storage, or disposal (whether permanent or temporary) facility for
      Hazardous Substances as defined under RCRA. If Tenant, in the ordinary course
      of
      its business, generates Hazardous Substances, then Tenant shall comply with
      all
      Environmental Laws relating to the appropriate use, storage, transportation
      and
      disposal of Hazardous Substances. Tenant further agrees that it shall properly,
      and in compliance with all Environmental Laws, dispose of all “infectious waste”
such as, without limitation, laboratory waste, pathological waste, blood
      specimens or products, resident or patient waste, including, without limitation,
      bandages and disposable gowns, sharp waste and any material generated by the
      production or testing of biological agents. All of the terms, covenants,
      warranties and indemnifications contained in this Section 36 shall survive the
      expiration or sooner termination of this Lease.

     

    36.2       
      Remediation;
      Notification.
If Tenant becomes aware of a material violation of any
      Environmental Laws relating to any Hazardous Substance or otherwise in, on,
      under or about any Leased Property, or if Tenant, Landlord or a Leased Property
      becomes subject to any order of any federal, state or local agency to repair,
      close, detoxify, decontaminate or otherwise remediate such Leased Property,
      Tenant shall promptly notify Landlord of such event and, at its sole cost and
      expense, cure such violation or effect such repair, closure, detoxification,
      decontamination or other remediation, which activities shall in all events
      be
      performed in accordance with all applicable Environmental Laws and shall be
      subject to Landlord’s written approval as to their scope, process, content and
      standard for completion prior to their commencement, such approval not to be
      unreasonably withheld. If Tenant fails to implement and diligently pursue any
      such cure, repair, closure, detoxification, decontamination or other remediation
      as required under this Section
      36.2, Landlord shall have the right, but not the obligation, to carry out
      such action and to recover from Tenant all of Landlord’s costs and expenses
      incurred in connection therewith. Each of Landlord and Tenant shall promptly
      notify the other upon becoming aware (or being notified) of (i) any claims,
      suits, proceedings, investigations or demands, or any enforcement, cleanup
      or
      other regulatory or judicial action, threatened, made, or initiated against
      or
      involving it and relating to any of the Leased Properties pursuant to any
      Environmental Laws, including, without limitation, those relating to the
      presence, treatment, storage, handling, disposal, generation, spill, release
      or
      discharge of any Hazardous Substances on, at, in, under or about the Leased
      Properties or the migration thereof from or to any other property; and (ii)
      the
      imposition of any lien arising under Environmental Laws on any of the Leased
      Properties.

     

    
      
        
        

      

      
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    36.3        
      Indemnity.
      Tenant shall indemnify, defend, protect, save, hold Landlord
      and
      all of the Landlord Indemnified Parties harmless from and against any and all
      Losses (including, but not limited to, losses of use or economic benefit or
      diminution in value) suffered or incurred by Landlord or any Landlord
      Indemnified Parties in connection with, arising out of, resulting from or
      incident to: (i) the production, use, generation, storage, treatment,
      transporting, disposal, discharge, release or other handling or disposition
      of
      any Hazardous Substances from, in, on or about any of the Leased Properties,
      whenever caused, arising or occurring, except (a) to the extent caused by
      Landlord or any of the Landlord Indemnified Parties from and after the
      Commencement Date and (b) to the extent arising or occurring prior to the date
      hereof; (ii) the presence of any Hazardous Substances in, on, under or about
      any
      Leased Properties during the Term; (iii) the violation of any Environmental
      Laws
      with respect to any Leased Property during the Term; and (iv) any breach by
      Tenant or any Tenant Parties of this Section 36.

     

    36.4        
      Environmental
      Inspection.
Landlord shall have the right, upon not less than five (5) days’
written notice to Tenant, except in the case of an emergency,
      in which event no
      notice shall be required, to conduct an inspection of any Leased Property to
      determine the existence or presence of Hazardous Substances at, in, on, under
      or
      about any Leased Property in violation of any Environmental Laws or the
      existence at any Leased Property of any violation of any Environmental Laws.
      Landlord shall have the right to enter and inspect any Leased Property and
      to
      conduct any testing, sampling and analyses reasonably necessary and shall
      further have the right to inspect materials brought into any Leased Property.
      Landlord may, in its discretion, retain such experts to conduct the inspections,
      or perform the tests, referred to herein, and to prepare a written report in
      connection therewith. Landlord shall have the right to inspect the Leased
      Properties with regard to the management and disposal of Hazardous Substances
      at
      all reasonable times during the Term. All reasonable costs and expenses incurred
      by Landlord under this Section
      36.4 shall be paid by Tenant as Consent Expenses.

     

    36.5        
      Removal.
Upon
      the earlier of the expiration or earlier termination of this Lease as to one
      or
      more Leased Properties, Tenant shall forthwith remove all Hazardous Substances
      from any portion of the Leased Properties as to which such expiration or
      termination relates, to the extent such Hazardous Substances are present due
      to
      the acts or omissions of Tenant or any Tenant Parties, which removal shall
      be
      performed in accordance with any Environmental Laws and to Landlord’s
      satisfaction.

     

    37.          
      Operational
      Transfer.

     

    37.1       
       Exercise;
      Transfer of Authorizations.

     

    37.1.1    
      Exercise.
Upon
      (i) the expiration of this Lease as to any Leased Property in accordance with
      its terms as of the Expiration Date applicable to such Leased Property, (ii)
      the
      occurrence of an Early Termination Event as to any Leased Property (including
      any Deleted Property) or (iii) the earlier dispossession of Tenant from any
      Leased Property, Landlord shall have the unequivocal, unilateral right to
      require an Operational Transfer with respect to such Leased Property (any Leased
      Property with respect to which Landlord elects to require an Operational
      Transfer, a “Transition
      Property”) by delivery of written notice to Tenant specifying such
      election (a “Transition
      Notice”). Landlord may exercise (in its sole discretion) its right to
      require an Operational Transfer, with respect to any Leased Property with
      respect to which this Lease will terminate by its terms as of the Expiration
      Date applicable to such
      Leased Property, by delivering a Transition Notice on or prior to ten (10)
      days
      prior to such Expiration Date. In the event of an Early Termination Event as
      to
      any Leased Property or dispossession of Tenant with respect to any Leased
      Property, Landlord may exercise (in its sole discretion) its right to require
      an
      Operational Transfer with respect to such Leased Property at any time by
      delivering a Transition Notice to Tenant.

     

    
      
        
        

      

      
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    37.1.2   
Transfer
      of Authorizations.
If Landlord exercises its right to require an Operational Transfer
      with respect to a particular Leased Property(ies), Tenant shall take any and
      all
      necessary actions; file such applications, petitions, and transfer notices;
      make
      such assignments, conveyances and transfers of permits, licenses, approvals
      and
      Facility Provider Agreements issued to Tenant to and for the benefit of Landlord
      and/or any Landlord’s designee (any such designee, a “Successor Operator”); and
      cause such permits, licenses, approvals and Facility Provider Agreements to
      be
      issued to and for the benefit of Landlord and/or any Successor Operator, in
      any
      and all such cases as are necessary, desirable, or advisable, such that the
      day-to-day operations of the Transition Property(ies) for the Primary Intended
      Use(s) of the Facility(ies) located on such Transition Property(ies) are
      transferred and transitioned, practically and legally, to Landlord and/or any
      Successor Operator simultaneously with the termination or earlier expiration
      of
      this Lease as to the Transition Property(ies) without interruption of the
      business activities therein, regulatory or otherwise (such transfer of
      operations, an “Operational
      Transfer”). Without limitation of the foregoing or any other rights of
      Landlord or any Successor Operator as set forth in this Section 37, as part of any
      Operational Transfer, Tenant shall, to the extent permitted by applicable law,
      (i) sell, transfer, convey and assign to Landlord and/or any Successor Operator,
      as applicable, those of the Authorizations that Landlord elects to assume and
      accept (or cause Successor Operator to assume and accept) (the “Assigned Authorizations”) or
      allow Landlord or any Successor Operator to continue to rely upon any
      Authorizations (including, but not limited to, any Facility Provider
      Agreements); (ii) use its unconditional, best efforts to enable Landlord and/or
      Successor Operator to apply for and obtain any and all licenses, operating
      permits, Provider Agreements, provider status, certificates of need,
      certificates of exemption, approvals, waivers, variances and other governmental,
      quasi-governmental and private authorizations necessary or advisable for the
      continuous operation of the Facility(ies) located on each Transition Property
      for its/their Primary Intended Use(s) (collectively, “Transfer Authorizations”);
(iii) assign to Landlord
      or any Successor Operator, as applicable, such
      assignable patient, vendor, service provider and other contracts relating to
      the
      Facility(ies) located on each Transition Property as Landlord or any Successor
      Operator may request (the “Assigned Contracts”); (iv) if
      requested by Landlord, enter into an operations transfer agreement with Landlord
      or Successor Operator, as applicable, that is reasonably acceptable to Landlord;
      (v) not unreasonably withhold, condition or delay its consent to entering into
      any interim sublease or management agreements as may be necessary to effectuate
      an early transfer of the operations of the Facility(ies) located on each
      Transition Property for its/their Primary Intended Use(s) prior to the time
      that
      Landlord or Successor Operator, as applicable, holds all Authorizations from
      all
      applicable Governmental Authorities necessary to so operate such Facility(ies);
      and (vi) indemnify, defend, protect and hold harmless Landlord and any Successor
      Operator from and against any loss, damage, cost or expense incurred by Landlord
      or Successor Operator in connection with the correction of any and all
      deficiencies of a physical nature identified by any Governmental Authority
      in
      the course of any Operational Transfer. The costs and expenses incident to
      any
      Operational Transfer, including, but not limited to, any costs incident to
      assigning the Assigned Authorizations, obtaining Transfer Authorizations and
      assigning the Assigned Contracts, shall be paid entirely by Tenant as Consent
      Expenses. It is the express
      intention of the parties that, at the expiration or earlier termination of
      the
      Term as to each Transition Property, and upon any dispossession of Tenant in
      connection with any Event of Default as to any Facility(ies) located on a
      Transition Property, any and all Authorizations needed to operate each
      Transition Property as to which the Term is expired or terminated, or as to
      which Tenant has been dispossessed, for its/their Primary Intended Use(s) shall,
      to the maximum extent permitted by applicable law, and if Landlord so elects,
      remain with such Facility(ies) and shall be transferred into the name of
      Landlord and/or Successor Operator, as applicable, regardless of whether any
      such Authorization is in the name of Tenant at any time during the
      Term.

     

    
      
        
        

      

      
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    37.2       
      Reasonable
      Assistance.
In anticipation of the expiration of this Lease as to any Leased
      Property, or upon any Early Termination Event as to any Leased Property, or
      the
      earlier dispossession of Tenant with respect to any Leased Property, Tenant
      shall cooperate with Landlord in all respects to facilitate and effectuate
      an
      Operational Transfer if Landlord elects to require an Operational Transfer.
      Such
      cooperation shall include, without limitation: (i) furnishing to Landlord or
      any
      prospective Successor Operator complete and accurate books, records, files,
      documents and information in Tenant’s possession, custody or control necessary
      or reasonably requested by Landlord or Successor Operator in connection with
      any
      Operational Transfer, the assessment and/or assumption of the operations of
      any
      Transition Property(ies) and/or the completion and processing of any
      applications for the assignment of the Assigned Authorizations or the Assigned
      Contracts or obtaining Transfer Authorizations; and (ii) facilitating the
      evaluation and employment by Landlord or any prospective Successor Operator
      of
      such employees of Tenant or its Affiliates (or any third party employment agency
      with whom Tenant or its Affiliates has an agreement pursuant to which such
      agency employs such parties) as Landlord or Successor Operator may elect to
      evaluate or employ, including, without limitation, to the extent permitted
      by
      law, affording Landlord or Successor Operator, as applicable, access to all
      relevant personnel files, records, documents and information in Tenant’s or its
      Affiliates’ possession, custody or control.

     

    37.3        
      Facility Termination;
      Limited Term Contraction Right; Limited Extended
      Operation by
      Tenant.

     

    37.3.1    
      Facility
      Termination.
Notwithstanding anything to the contrary contained in this Lease,
      Tenant shall not, prior to the tenth (10th)
      day preceding
      the Expiration Date applicable to each Leased Property, commence to wind up
      and
      terminate the operations of the Facility(ies) operated thereon (a “Facility Termination”). In no
      event, and under no circumstances, shall any Tenant relocate the patients or
      occupants of any Facility to any other healthcare facility without obtaining
      Landlord’s prior written consent (which consent may be withheld in Landlord’s
      sole discretion); provided, however, that, if Landlord has not delivered a
      Transition Notice to Tenant prior to the tenth (10th)
      day preceding
      the Expiration Date applicable under this Lease to a particular Leased Property,
      then Tenant may commence the Facility Termination (including the relocation
      of
      patients) as to the Facility(ies) located on such Leased Property and, upon
      the
      expiration of this Lease as to such Leased Property and Facility(ies), Tenant
      shall vacate such Leased Property and surrender possession thereof to Landlord
      in accordance with all of the applicable requirements of this Lease. If, prior
      to the tenth (10th)
      day preceding
      the Expiration Date applicable under this Lease to a particular Leased Property,
      Landlord elects to require an Operational Transfer by delivering a Transition
      Notice to Tenant, Tenant shall not commence or otherwise engage in a Facility
      Termination with respect to the
      Facility(ies) located on such Leased Property. In the event of an Early
      Termination Event or early dispossession of Tenant with respect to any Leased
      Property, Tenant shall in no event commence a Facility Termination in connection
      with the applicable Leased Property unless and until Landlord affirmatively
      elects, in writing and in its sole discretion, not to deliver a Transition
      Notice with respect to such Leased Property.

     

    
      
        
        

      

      
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     37.3.2   
Limited
      Term Contraction
      Right. Landlord shall have the right, as to each Leased Property,
      to elect to contract the Term, and accelerate the Expiration Date, of this
      Lease
      as it applies to such Leased Property. To exercise such election and right
      as to
      a particular Leased Property, Landlord shall give a written notice (a “Contraction Notice”) to Tenant
      specifying the revised, earlier Expiration Date that will, for all purposes
      of
      this Lease, thereafter be applicable to such Leased Property, which revised,
      earlier Expiration Date so specified by Landlord shall be (i) not more than
      one
      hundred twenty (120) days prior to the Expiration Date that was applicable
      to
      such Leased Property immediately prior to Landlord’s Contraction Notice with
      respect thereto, (ii) no sooner than sixty (60) days after the date of
      Landlord’s aforesaid Contraction Notice, and (iii) binding upon Landlord and
      Tenant upon Landlord’s issuance of such Contraction Notice. Landlord may issue
      one, but not more than one, Contraction Notice as to each Leased
      Property.

     

     37.3.3   
Limited
      Extended Operation
      by Tenant. In the event Landlord delivers a Transition Notice as
      to a particular Transition Property, Tenant shall thereafter operate the
      Facility(ies) located on such Transition Property in accordance with all of
      the
      requirements of this Lease until the earliest to occur of (i) the date (on
      or
      after the expiration of this Lease as to such Transition Property and
      Facility(ies)) on which Landlord or Successor Operator, as applicable, will
      assume the operation of such Facility(ies), as specified in a written notice
      from Landlord to Tenant given not less than fifteen (15) days prior to the
      date
      of such assumption; (ii) the date that is one hundred twenty (120) days after
      the Expiration Date applicable to such Transition Property and Facility(ies)
      (except that in connection with any Early Termination Event or any early
      dispossession of Tenant with respect to any Leased Property, such one hundred
      twenty (120) day period shall not commence until Landlord delivers a Transition
      Notice as to the applicable Leased Property); and (iii) the date (on or after
      the Expiration Date applicable to any Transition Property and Facility(ies))
      that is ninety (90) days after Tenant receives written notice from Landlord
      that, notwithstanding the foregoing, Tenant may commence the Facility
      Termination, on which earliest date, Tenant shall vacate the Leased Property
      in
      question and surrender possession thereof to Landlord in accordance with all
      of
      the applicable requirements of this Lease. In the event Landlord sends Tenant
      a
      Transition Notice with respect to a Leased Property as to which this Lease
      has
      terminated as of the Expiration Date applicable to such Leased Property (e.g.
      not in the case of an Early Termination Event or early dispossession of Tenant),
      and, as a result thereof, Tenant operates a Facility(ies) beyond the aforesaid
      Expiration Date applicable to such Leased Property, then, from and after the
      expiration of this Lease as to such Leased Property and until the earliest
      to
      occur of the dates described in clauses (i), (ii) and (iii) above relative
      to
      such Leased Property (the “Reimbursement Period”), (x)
      Landlord shall provide Tenant with an operating budget, (y) Landlord shall
      include in the aforesaid operating budget, and Tenant shall continue to pay
      during the Reimbursement Period, all Rent that would have been owing under
      this
      Lease as to such Leased Property if this Lease had not expired as to such Leased
      Property, and (z) Landlord shall reimburse Tenant for any operating deficits
      with respect to such Leased Property that Tenant may be required to fund
      out-of-pocket on account of operating losses and expenses of such Leased
      Property incurred by Tenant
      by
      reason of, or arising out of compliance with, such budget with respect to the
      Reimbursement Period applicable to such Leased Property. Any such reimbursement
      shall be due from Landlord to Tenant within thirty (30) days after written
      request by Tenant, provided that Tenant shall furnish such documentation of
      any
      operating deficits, losses and expenses as Landlord may reasonably request.
      The
      terms of this Section 37
shall survive the
      expiration or sooner termination of this
      Lease.

     

    
      
        
        

      

      
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    37.4       
      Use
      of Tenant’s Names.
Without limitation of the other provisions of this Section 37
and
      notwithstanding
      anything to the contrary contained in this Lease, Tenant agrees to allow
      Landlord or any Successor Operator, at its option and at no cost to Landlord
      or
      any such Successor Operator, to continue to use, in its signage, marketing
      and
      advertising materials, operations and otherwise, any or all name(s) (including,
      without limitation, tradenames) associated with the operation of a particular
      Leased Property and related Facility(ies) as a going concern (e.g. Summerville
      at South Windsor) for up to one hundred twenty (120) days following (i) the
      expiration or termination of this Lease as it applies to such Leased Property
      and Facility(ies) and (ii) the vacation from, and surrender of, such Leased
      Property and Facility(ies) by Tenant in accordance with this Section 37 and the other
      requirements of this Lease. At the end of such one hundred twenty day (120)
      period, or upon sooner written notice from Landlord to Tenant, Tenant shall,
      promptly and at its expense, remove its aforesaid name(s) from all signs and
      other Leased Improvements at such Leased Property and Facility(ies) and repair
      any damage to such signs or other Leased Improvements caused by such removal.
      Landlord acknowledges and agrees that Tenant, not Landlord, owns the aforesaid
      names and that neither Landlord nor any Successor Operator may use the same
      except as described in this Section 37.4 or as otherwise
      agreed in writing by Tenant.

     

    38.            Non-Recourse.
      Tenant specifically agrees to look solely to Landlord’s and any
      successor owner’s interest in the then applicable Premises for recovery of any
      judgment from Landlord, it being specifically agreed that neither Landlord,
      any
      such successor owner, nor any officer, director, employee, lender, agent or
      Affiliate of Landlord or any such successor owner shall ever be personally
      liable for any such judgment or for the payment of any monetary obligation
      to
      Tenant. Tenant shall have no recourse against any other property or assets
      of
      Landlord or any successor owner, or against any property or assets of any
      officer, director, employee, lender, agent or Affiliate of Landlord or any
      successor owner. Furthermore, in no event shall Landlord (original or successor)
      ever be liable to Tenant for any special, indirect or consequential damages
      suffered by Tenant from whatever cause. Notwithstanding anything to the contrary
      herein, nothing in this Section
      38 shall limit Guarantor’s obligations under the Lease
      Guaranty.

     

    39.            Combination
      of Leases.
If Landlord is the landlord under both this Lease and any Other
      Lease, Landlord shall have the right, at any time during the Term, by written
      notice to Tenant, to require that this Lease and such Other Lease (the “Combination Lease”) be
      combined into a single lease and to require Tenant to execute an amendment
      to
      this Lease whereby (i) if this Lease is the Section 39 Lease, the Leased
      Properties covered by the Combination Lease (“Additional
      Properties”) are
      added as Leased Properties under this Lease and otherwise merged into this
      Lease
      or (ii) if the Combination Lease is the Section 39 Lease, the Leased Properties
      covered by this Lease are added as Leased Properties under the Combination
      Lease
      and otherwise merged into the Combination Lease, in each case subject to the
      following terms and conditions:

     

    
      
        
        

      

      
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    39.1       
      Section
      39 Lease.
References in this Lease to the “Section 39
      Lease” shall mean
      and refer to whichever of this Lease or the Combination Lease is chosen by
      Landlord to be the Section 39 Lease.

     

    39.2       
      Additional
      Properties.
If this Lease is the Section 39 Lease, effective as of the date
      specified in Section 39.4
below (the “Section
      39
      Date”), this Lease shall be deemed to be amended as follows:

     

     39.2.1   
The
      Additional Properties shall be included as Leased Properties under this Lease
      and the appropriate exhibits to this Lease shall be amended to add the addresses
      and legal descriptions of such Additional Properties.

     

     39.2.2     Fixed
      Rent under this Lease shall be the combination of the respective
      amounts of the Fixed Rent under this Lease and the Combination Lease
      .

     

     39.2.3   
Any
      rental escalations that are to be made with respect to the Leased Properties
      under this Lease shall also be made with respect to the Additional Properties
      as
      if such Additional Properties had been Leased Properties under this Lease since
      the beginning of the Term.

     

     39.2.4   
Schedule
      2
to this Lease shall be amended so as to add thereto the Tenant’s
      Proportionate Share(s) relative to the Tenant(s) under the Combination Lease
      that was/were previously included in Schedule 2 to the Combination
      Lease, and the Tenant’s Proportionate Share(s) of the Tenant(s) included in this
      Lease (including, without limitation, the additional Tenant(s) from the
      Combination Lease) shall be recalculated so that each such Tenant shall have
      a
      Tenant’s Proportionate Share equal to the percentage that the Fixed Rent
      allocable to the Facility(ies) operated by such Tenant (which allocable portion
      of Fixed Rent shall remain equal to the share of Fixed Rent that was allocated
      to such Facility(ies) under this Lease or the Combination Lease, as applicable,
      prior to the combination of the Leases pursuant to this Section 39)
comprises
      of the aggregate
      Fixed Rents for all Leased Properties included in this Lease (including, without
      limitation, the Additional Properties) and so that the aggregate of all Tenant’s
      Proportionate Shares equals one hundred percent (100%).

     

     39.2.5   
      Tenant under this Lease shall be responsible for the payment, performance
      and satisfaction of all duties, obligations and liabilities arising under the
      Combination Lease, insofar as they relate to the Additional Properties, that
      were not paid, performed and satisfied in full prior to the Section 39 Date,
      and, without limitation of the foregoing, (i) any Event of Default that had
      occurred, arisen or accrued under the Combination Lease prior to the Section
      39
      Date shall be, and shall be deemed to be, an Event of Default under this Lease,
      as to which the rights and remedies and other provisions of this Lease shall
      be
      applicable, (ii) any breach or default that had occurred, arisen or accrued
      under the Combination Lease prior to the Section 39 Date but had not yet become
      an Event of Default under the Combination Lease as of the Section 39 Date shall
      be, and be deemed to be, a breach or default under this Lease, as to which
      the
      cure periods, rights and remedies and other provisions of this Lease shall
      be
      applicable, and (iii) with respect to any breach or default described in
      subsection (ii) above, although the cure periods, rights and remedies and other
      provisions of this Lease shall be applicable, the portion of any cure period
      under the Combination Lease that had elapsed as of the Section 39 Date shall
      be
      counted in determining whether and when the applicable cure period under this
      Lease has expired.

     

    
      
        
        

      

      
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     39.2.6   
The
      Additional Properties shall otherwise be incorporated into this Lease as Leased
      Properties included under this Lease the same as if this Lease, from the
      inception of the Lease, had included such Leased Properties as Leased Properties
      hereunder on the rent, lease terms and other economic terms described in the
      Combination Lease (and, in such regard, any provisions of the Combination Lease
      that apply particularly, or in a particular manner, to any or all of the
      Additional Properties shall continue to apply thereto under this
      Lease).

     

    39.2.7    
      Intentionally omitted.

     

    39.3       
      Combination
      Lease.
If this Lease is not the Section 39 Lease, effective as of the
      Section 39 Date, this Lease shall be amended as necessary (i) to incorporate
      into the Combination Lease as Leased Properties thereunder the Leased Properties
      covered by this Lease the same as if the Leased Properties covered by this
      Lease
      had, from the inception of this Lease, been included in the Combination Lease
      as
      Leased Properties thereunder on the rent, lease terms and other economic terms
      described in this Lease and (ii) otherwise to comply with the requirements
      of
Section 39 of the
      Combination Lease, as the Section 39 Lease thereunder. Tenant acknowledges
      and
      agrees that, without limitation of Section 39.2.5 above, the
      amendment referenced in this Section 39.3 shall not result
      in Tenant being released from any duties, liabilities or obligations that had
      accrued under this Lease through the Section 39 Date.

     

    39.4       
      Section
      39 Date.
In the case of any combination of leases pursuant to this Section 39,
such
      combination
      shall be effective on the date that is the earlier of (i) the date the required
      amendments to the Lease and the Combination Lease are fully executed and
      delivered by the parties thereto and (ii) the date specified in the written
      notice from Landlord to Tenant requiring a combination of this Lease and the
      Combination Lease as described above, which date shall be no sooner than ten
      (10) days, nor later than sixty (60) days, after the date such notice is
      issued.

     

    39.5       
      Additional
      Actions.
Landlord and each Tenant shall take such actions and execute
      and
      deliver such documents, including, without limitation, required amendments
      to
      this Lease and the Combination Lease, as are reasonably necessary and
      appropriate to effectuate fully the provisions and intent of this Section 39 and, in the event
      any ambiguity, or actual or apparent conflict in the terms or provisions of
      this
      Lease and the Combination Lease, arises on account of any combination of leases
      pursuant to this Section 39,
such ambiguity or
      conflict shall be resolved by Landlord, in its
      reasonable discretion.

     

    40.         
       New
      Lease. 
Landlord shall have the right, at any time and from time to time
      during the Term, by written notice to Tenant, to require Tenant to execute
      an
      amendment to this Lease whereby one or more Leased Properties (individually,
      a
“Transferred Premises”
or collectively, “Transferred
      Premises”) are
      separated and removed from this Lease, and simultaneously to execute a
      substitute lease with respect to such Transferred Premises, in which
      case:

     

    40.1       
      New
      Lease Terms.
Landlord and Tenant shall execute a new lease (the “New Lease”) for
      such
      Transferred Premises, effective as of the date specified in Section 40.3 below (the “Property
      Transfer Date”), in
      the same form and substance as this Lease, but with the following changes
      thereto:

     

    
      
        
        

      

      
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     40.1.1   
Fixed
      Rent.
The initial Fixed Rent for such Transferred Premises shall be
      an
      amount equal to the product of (i) the sum of Tenant’s Proportionate Shares
      applicable to all of the Facilities located on the Transferred Premises, and
      (ii) aggregate Fixed Rent in effect under this Lease immediately prior to the
      Property Transfer Date. The allocable share of Fixed Rent for each Tenant under
      the New Lease shall be equal to the product of (x) Tenant’s Proportionate Share
      for the Facility(ies) located on such Transferred Premises under the New Lease,
      as calculated pursuant to Section 40.1.2, and (y) Fixed
      Rent under the New Lease. Any rental escalations required under this Lease
      shall
      be made under the New Lease on the same date and in the same manner as is
      required under this Lease, in the full amount required as if such Transferred
      Premises had been under the New Lease for a full year, notwithstanding that
      the
      period from the Property Transfer Date to the rent escalation date may be less
      than one full year. The Base Year Patient Revenues applicable to the Transferred
      Premises for purposes of determining whether the Rent Escalation Condition
      under
      such New Lease has been satisfied shall be equal to the aggregate of the
      Allocated Base Year Patient Revenues for all of the Transferred
      Premises.

     

     40.1.2   
Proportionate
      Shares.
An exhibit to such New Lease comparable to Schedule 2
attached
      to this
      Lease shall include a Tenant’s Proportionate Share for each Facility located on
      the Transferred Premises covered by the New Lease equal to the percentage that
      the Fixed Rent allocable to such Facility under the New Lease comprises of
      the
      aggregate Fixed Rent for all Facilities located on all of the Transferred
      Premises under such New Lease (and the aggregate of all such Tenant’s
      Proportionate Shares under such New Lease shall equal one hundred percent
      (100%)).

     

     40.1.3   
Liabilities
      and Obligations.
The New Lease shall provide that each Tenant thereunder shall
      be
      responsible for the payment, performance and satisfaction of all duties,
      obligations and liabilities arising under this Lease, insofar as they relate
      to
      the Transferred Premises subject to the New Lease, that were not paid, performed
      and satisfied in full prior to the commencement date of the New Lease (and
      Tenant under this Lease shall also be responsible for the payment, performance
      and satisfaction of the aforesaid duties, obligations and liabilities not paid,
      performed and satisfied in full prior to the commencement date of such New
      Lease), and shall further provide that the Tenant thereunder shall not be
      responsible for the payment, performance or satisfaction of any duties,
      obligations and liabilities of Tenant under this Lease arising after the
      Property Transfer Date.

     

     40.1.4   
Single
      Leased Property.
If the New Lease relates to a single Leased Property, the New
      Lease shall provide that (i) because, for example, such New Lease may thereafter
      be amended by agreement of Landlord and Tenant to include one or more other
      leased properties or such New Lease may thereafter be combined with a
      Combination Lease pursuant to Section 39 of such New Lease, with such New Lease
      as the Section 39 Lease, Landlord and Tenant under such New Lease have, in
      creating such New Lease, nevertheless retained in such New Lease references
      to
      multiple Leased Properties and provisions and terms that apply to multiple
      Leased Properties and (ii) without limitation of and subject to Section 39
      of
      such New Lease, for so long as such New Lease relates to a single Leased
      Property, the aforesaid references to multiple Leased Properties, and the
      aforesaid provisions and terms applicable to multiple Leased Properties, shall,
      if the context so requires in light of such New Lease relating to only a single
      Leased Property, be treated as references to a single Leased Property or as
      provisions and terms applicable to a single Leased Property.

     

    
      
        
        

      

      
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     40.1.5   
Deletion
      of Provisions.
At the election of Landlord, any one or more of the provisions
      of
      the New Lease pertaining to the REIT status of Ventas, Inc. shall be deleted.
      In
      addition, Landlord may delete and eliminate from such New Lease such provisions
      herein as it elects, provided such deletion and elimination do not materially
      and adversely affect the Tenant under such New Lease.

     

     40.1.6   
Security
      Deposit; Escrow
      Deposits; Capital Expenditures Deposits.
Such
      New Lease shall contemplate both a security deposit and escrow and capital
      expenditures deposits in the same manner or fashion as contemplated by this
      Lease. Such amounts under the New Lease shall initially be funded by Landlord
      from the Security Deposit held by Landlord and the escrow and capital
      expenditures deposits held in the Escrow Account and Capital Expenditures
      Account, with the Security Deposit under the New Lease to be equal to the
      product of (i) the sum of Tenant’s Proportionate Shares applicable to all of the
      Facilities located on the Transferred Premises and (ii) the aggregate Security
      Deposit held by Landlord under this Lease immediately prior to the Property
      Transfer Date and the initial amounts to be held in the escrow and capital
      expenditures accounts under the New Lease to be determined as provided in Section 11.3.4
hereof.

     

    40.2       
      Amendments
      to this Lease.
Upon execution of such New Lease, and effective as of the Property
      Transfer Date, this Lease shall be deemed to be amended as follows: (i) the
      Transferred Premises shall be excluded from the Premises hereunder; (ii) Fixed
      Rent hereunder shall be reduced by the amount of the Fixed Rent allocable to
      the
      Transferred Premises; (iii) Exhibit C attached hereto and
      the Base Year Patient Revenues shall be amended and reduced, respectively,
      to
      delete and eliminate the Transferred Premises therefrom and reduce the Base
      Year
      Patient Revenues by the amount of the Allocated Base Year Patient Revenues
      applicable to the Transferred Premises for purposes of determining whether
      the
      Rent Escalation Condition has been satisfied or otherwise under this Lease;
      and
      (iv) Schedule 2 attached
      hereto shall be modified so as to remove the Tenant’s Proportionate Shares for
      the Transferred Premises, and the Tenant’s Proportionate Shares for the Leased
      Properties remaining under this Lease shall be recalculated so that each such
      Facility shall have a Tenant’s Proportionate Share equal to the percentage that
      the Fixed Rent for such Facility comprises of the aggregate Fixed Rents for
      all
      Premises remaining under this Lease, and so that the aggregate of all Tenant’s
      Proportionate Shares remaining under this Lease equals 100%. Such amendments
      shall occur automatically and without the necessity of any further action by
      Landlord or Tenant, but, at Landlord’s election, the same shall be reflected in
      a formal amendment to this Lease, which amendment shall be promptly executed
      by
      Tenant.

     

    40.3       
      Effective
      Date.
Any New Lease shall be effective on the date which is the earlier
      of: (i) the date the New Lease is fully executed and delivered by the parties
      thereto and (ii) the date specified in the written notice from Landlord to
      Tenant requiring a New Lease as described above, which date shall be no sooner
      than ten (10) days, nor later than sixty (60) days, after the date such notice
      is issued.

     

    40.4       
      Other
      Undertakings.
Tenant shall take such actions and execute and deliver such
      documents, including without limitation the New Lease and new or amended
      Memorandum(s) of Lease and, if requested by Landlord, an amendment to this
      Lease, as are reasonably necessary and appropriate to effectuate fully the
      provisions and intent of this Section 40, and Landlord shall
      execute and deliver such new or amended Memorandum(s) of Lease
      as
      are reasonably necessary and appropriate to effectuate fully the provisions
      and
      intent of this Section 40
and an amendment of
      this Lease in accordance with Section 40.2 above, as
      applicable.

     

    
      
        
        

      

      
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    41.            Intentionally
      Omitted.

     

    42.            Miscellaneous.

     

    42.1      
       Survival.
      Anything contained in this Lease to the contrary notwithstanding,
      all claims against, and liabilities of, Tenant or Landlord arising prior to
      any
      date of expiration or termination of this Lease shall survive such expiration
      or
      termination, and, without limitation of the foregoing, Tenant’s obligation to
      pay any Rent owing hereunder with respect to any period on or prior to the
      expiration or termination of this Lease, as this Lease applies to any or all
      of
      the Premises, shall survive any such expiration or termination.

     

    42.2        Non-Business
      Day Payments.
Notwithstanding anything herein to the contrary, if any payment
      required to be made hereunder falls on a date that is not a Business Day, then
      such required payment shall be made on the Business Day immediately preceding
      the date on which such payment would otherwise be due.

     

    42.3       
      Brokers.
      Tenant warrants that, it has not had any contact or dealings
      with
      any Person that would give rise to the payment of any fee or brokerage
      commission in connection with this Lease, and Tenant shall indemnify, protect,
      hold harmless and defend Landlord from and against any liability with respect
      to
      any fee or brokerage commission arising out of any act or omission of Tenant.
      Landlord warrants that it has not had any contact or dealings with any Person
      that would give rise to the payment of any fee or brokerage commission in
      connection with this Lease, and Landlord shall indemnify, protect, hold harmless
      and defend Tenant from and against any liability with respect to any fee or
      brokerage commission arising out of any act or omission of
      Landlord.

     

    42.4       
      Headings.
The
      headings in this Lease are for convenience of reference only and shall not
      limit
      or otherwise affect the meaning hereof.

     

    42.5       
      Counterparts.
      This Lease may be executed in any number of counterparts, each
      of
      which shall be a valid and binding original, but all of which together shall
      constitute one and the same instrument.

     

    42.6       
      Integration;
      Modification;
      Interpretation. This Lease (including, without limitation, the
      preamble, recitals, schedules and exhibits hereto, each of which is fully
      incorporated into and made a part of this Lease) contains the entire agreement
      between Landlord and Tenant with respect to the subject matter hereof. Landlord
      and Tenant hereby agree that all prior or contemporaneous oral understandings,
      agreements or negotiations relative to the leasing of the Premises are merged
      into and revoked by this Lease. No representations, warranties or agreements
      have been made by Landlord except as set forth in this Lease. This Lease may
      be
      only be modified by a writing signed by both Landlord and Tenant. Both Landlord
      and Tenant have been represented by counsel, and this Lease and every provision
      hereof has been freely and fairly negotiated. Consequently, all provisions
      of
      this Lease shall be interpreted according to their fair meaning and shall not
      be
      strictly construed against any party.

     

    
      
        
        

      

      
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    42.7       
      Time
      of Essence.
Time is of the essence of this Lease and each provision hereof
      in
      which time of performance is established.

     

    42.8       
      Force
      Majeure.
In the event that either Landlord or Tenant is delayed in
      performing its respective obligations pursuant to this Lease by any cause beyond
      the reasonable control of the party required to perform such obligation, the
      time period for performing such obligation shall be extended by a period of
      time
      equal to the period of the delay. For purposes of this Lease: (i) a cause shall
      be beyond the reasonable control of a party to this Lease when such cause would
      affect any Person similarly situated (such as a power outage, labor strike,
      Act
      of God or trucker’s strike) but shall not be beyond the reasonable control of
      such party when peculiar to such party (such as financial inability or failure
      to order long lead time material sufficiently in advance); (ii) this Section
      shall not apply to any obligation to pay money or otherwise perform any
      financial obligation hereunder; and (iii) in the event of any occurrence that
      a
      party believes constitutes a cause beyond the reasonable control of such party
      and that will delay any performance by such party, such party shall promptly
      in
      writing notify the other party of the occurrence and nature of such cause,
      the
      anticipated period of delay and the steps being taken by such party to mitigate
      the effects of such delay.

     

    42.9       
      Severability;
      Maximum Rate.
If any term or provision of this Lease is held or deemed to be
      invalid or unenforceable, such term or provision shall be modified as slightly
      as possible so as to render it valid and enforceable; if such term or provision,
      as modified, shall be held or deemed invalid or unenforceable, such holding
      shall not affect the remainder of this Lease and same shall remain in full
      force
      and effect. If any late charges or interest computations provided for in any
      provision of this Lease are based upon a rate in excess of the maximum rate
      permitted by applicable law, the parties agree that such charges or interest
      computations shall be fixed at the maximum permissible rate.

     

    42.10    
      Governing
      Law; Venue.
This Lease was negotiated in the State of Illinois, which State
      the parties agree has a substantial relationship to the parties and to the
      underlying transaction embodied hereby. In all respects, the internal laws
      of
      the State of Illinois (without regard to principles of conflicts of laws) and
      any applicable laws of the United States of America shall govern the validity,
      enforceability and construction of the obligations of the parties set forth
      herein, but all provisions hereof relating to the creation of the leasehold
      estate and remedies set forth in Section 17 shall be governed
      by the laws of the State in which each applicable Leased Property that is the
      subject of dispute is located. The parties hereto will submit to jurisdiction
      and the laying of venue for any suit on this Lease in the Commonwealth of
      Kentucky.

     

    42.11     
      Waiver
      of Trial by Jury.
EACH OF LANDLORD AND TENANT ACKNOWLEDGES THAT IT HAS HAD THE
      ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY.
      EACH OF LANDLORD AND TENANT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
      OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS LEASE
      OR
      (ii) IN ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
      OF
      LANDLORD AND TENANT WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT
      OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS
      RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER
      ARISING, AND
      WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH OF LANDLORD AND TENANT
      HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
      ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND THAT EITHER PARTY
      MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE OF THE
      CONSENT OF SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

     

    
      
        
        

      

      
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    42.12     Waivers;
      Forbearance.
All waivers, consents and releases provided for in this Lease
      are
      effective only to the extent permitted by applicable law. No waiver of any
      condition or covenant herein contained, or of any breach of any such condition
      or covenant, shall be held or taken to be a waiver of any subsequent breach
      of
      such covenant or condition, or to permit or excuse its continuance or any future
      breach thereof, or of Landlord’s right to terminate this Lease or exercise any
      other remedy granted herein on account of such existing breach. No delay or
      omission by either party hereto to exercise any right or power accruing upon
      any
      noncompliance or breach by the other party with respect to any of the terms
      hereof shall impair any such right or power or be construed to be a waiver
      thereof.

     

    42.13     
      Binding
      Character.
This Lease shall be binding upon and shall inure to the benefit
      of
      the heirs, successors, personal representatives, and permitted assigns of
      Landlord and Tenant.

     

    42.14     
      Third
      Party Beneficiary.
LaSalle shall not have any right of action of any kind hereon
      or
      be deemed to be a third party beneficiary hereunder.

     

    43.           Renewal
      Options.

     

    43.1       
      Exercise
      of Renewal Options.
Tenant is hereby granted the right to renew this Lease, with
      respect to all, but not less than all, of the Premises for two (2), 5-year
      option renewal terms (collectively, the “Extended Terms” and each an
“Extended
      Term”) upon
      giving written notice (a “Renewal Notice”) to Landlord
      of each such renewal at least nine (9) months but not more than eighteen (18)
      months prior to the termination of the then current Term, provided and on the
      conditions that, (i) at the time Tenant gives a Renewal Notice and at the time
      of the commencement of the applicable Extended Term, an Event of Default shall
      not have occurred and be continuing under this Lease or any of the Other Leases,
      and (ii) Tenant may only give a Renewal Notice if it simultaneously delivers
      a
      Renewal Notice (as the same may be defined in the Other Leases) with respect
      to
      the Other Leases. Tenant may not exercise its option for more than one Extended
      Term at a time.

     

    43.2       
      Renewal
      Terms.
During each Extended Term, all of the terms and conditions of
      this
      Lease shall continue in full force and effect, subject, however, to the
      following provisions. If Fixed Rent for such first Lease Year of any such
      Extended Term is based upon Fair Market Rental as determined pursuant to this
      Section 43.2 and Section
      43.3 hereof, the Fixed
      Rent in the remaining Lease Years of such Extended Term shall be escalated
      in
      accordance with the escalation provisions set forth in Section 3.1.2 of this
      Lease.

     

    
      
        
        

      

      
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      43.3      
         Fair
        Market Rental
        Determination. At any time within thirty (30) days after receipt
        from Tenant of a notice of renewal under Section 43.1 hereof with
        respect to the Second Extended Term, Landlord may, by written notice to Tenant,
        request that the Fair Market Rental of the Premises, and the Fair Market
        Rental
        of each Leased Property within the Premises, be
        determined by appraisal under the procedures of Exhibit G attached hereto
        and
        in such event such Fair Market Rentals shall be so determined in accordance
        with
        the procedures of such Exhibit
        G. Landlord’s failure to deliver such notice to Tenant within thirty (30)
        days after receiving Tenant’s notice of renewal shall preclude Landlord from any
        claim that Fixed Rent for the first Lease Year of the Extended Term to which
        such notice of renewal relates should be based upon the Fair Market Rental
        of
        the Premises, and Fixed Rent for such Extended Term (but only for that
        particular Extended Term) shall be determined as set forth in Section 3.1.2 of this Lease,
        without any application of the Fair Market Rental provisions of Section
        43.2.

    

     

    43.4       
      Extended
      Period Tenant’s
      Proportionate Shares. If Fixed Rent for the first Lease Year of
      any Extended Term is based upon the Fair Market Rental of the Premises as
      determined pursuant to Section
      43.2 and Section 43.3
hereof, then,
      effective as of the first day of such Extended Term, Schedule 2 attached hereto
      shall be revised so as to allocate the aggregate Fixed Rent payable hereunder
      to
      the individual Leased Properties covered by this Lease, and to assign Tenant’s
      Proportionate Shares to such Leased Properties, in a manner that is consistent
      with the respective Fair Market Rentals of such Leased Properties as determined
      pursuant to Section 43.2
and Section
      43.3
hereof.

     

    43.5       
      Other
      Leases.
Notwithstanding anything to the contrary contained in this Section 43
or elsewhere
      in
      this Lease, Tenant acknowledges and agrees that (i) any purported renewal notice
      sent by it under this Lease shall be void and of no force or effect unless,
      simultaneously with the issuance of any such renewal notice, the tenant under
      each of the Other Leases that remains in effect also issues a renewal notice
      with respect to the property(ies) to which each such Other Lease applies and
      (ii) an Event of Default by any such other tenant of its obligations under
      its
      Other Lease shall (x) constitute an immediate Event of Default hereunder and
      (y)
      preclude Tenant’s exercise of renewal rights hereunder.


    
      
         

        
          
            
            

          

          
            82

            
              

            

          

          
            
            

          

        

         

        44.          
          Right of First
          Offer.
If Landlord elects to sell any entire Leased Property(ies)
          during
          the Term, provided no Event of Default exists, then Landlord shall give
          Tenant
          an opportunity to purchase such Leased Property(ies) (the “Right of First Offer”) by
          giving Tenant notice of its intent to sell (the “Right of First Offer
          Notice”),
which Right of First Offer Notice shall include the sale price (the
          “Offer Price”) and terms
          Landlord is willing to offer to third parties for such Leased Property(ies)
          (“Offer”).
Tenant
          will then have
          two (2) Business Days to either accept or reject such Offer. Should Tenant
          fail
          to accept such Offer on the terms and conditions set forth therein in writing
          within two (2) Business Days after receipt of such Right of First Offer
          Notice
          from Landlord, Landlord may sell or otherwise transfer such Leased Property(ies)
          to any other party at any time on terms and conditions acceptable to Landlord
          provided the purchase price paid by such other party is at least 85% of
          Offer
          Price and the closing of such sale or transfer occurs no later than the
          date two
          years after the date Landlord delivers the Right of First Offer Notice;
          prior to
          (x) selling the entire Leased Property(ies) during the such two-year period
          for
          a purchase price of less than 85% of the Offer Price, or (y) selling the
          entire
          Leased Property(ies) after the end of such two-year period, Landlord must
          reoffer the Lease Property to Tenant pursuant to this Section 44. At the end of
          the
          Term, the Tenant’s rights under this Section 44 with respect to
          such Leased Property(ies) shall be deemed forever extinguished. Should
          Tenant
          elect to accept such Offer on the terms and conditions set forth therein,
          promptly but in any event no more than five (5) Business Days after Tenant’s
          acceptance, Tenant must deposit with Landlord in cash a nonrefundable (except
          upon Landlord’s material default of any obligation it may have under the terms
          of the accepted Offer or as otherwise provided in this Section 44) earnest money
          deposit equal to five percent (5%) of the purchase price stated in the
          accepted
          Offer, and within five (5) Business Days of Tenant’s  acceptance
          of such Offer, Landlord and Tenant must enter into a binding agreement
          (the
“Offer Purchase
          Agreement”) to
          purchase such Leased Property(ies), which Offer Purchase Agreement (i)
          must be
          on the terms and conditions of the accepted Offer, (ii) must provide that
          the
          purchase price will be paid in cash at closing, (iii) must provide that
          the
          closing of Tenant’s purchase of such Leased Property(ies) must take place no
          later than thirty (30) days from the date Tenant accepts Landlord’s Offer, (iv)
          will not provide Tenant with any right or entitlement to any due diligence
          or
          investigation period of or about the Leased Property(ies) pursuant to which
          Tenant would have any unilateral right not to proceed to closing and (v)
          must
          otherwise be reasonably acceptable to Landlord. If Tenant fails to enter
          into
          the Offer Purchase Agreement Tenant shall not be in default under the Lease,
          but
          rather Tenant shall be deemed to have rejected the Offer. Without limitation
          of
          the foregoing, Tenant’s obligation to close shall be absolute and there shall be
          no conditions precedent or contingencies to Tenant’s obligation to consummate
          its acquisition of any Leased Property(ies) (e.g. financing contingency)
          pursuant to the Right of First Offer. The sale of any Leased Property(ies)
          pursuant to the Right of First Offer and the Offer Purchase Agreement shall
          (x)
          include a quitclaim bill of sale with respect to any personal property
          that both
          (1) is leased to Tenant pursuant to the Lease and (2) relates exclusively
          to the
          Leased Property, and (y) be made on a strictly “AS IS,” “WHERE-IS” basis as of
          the date of sale, without any representations, warranties or covenants,
          of any
          nature whatsoever, from Landlord, except that (a) if Landlord would covenant
          to
          a third party purchaser to have removed or bond over any liens of a definite
          and
          ascertainable amount prior to the closing, then the Offer Purchase Agreement
          shall contain a similar covenant, provided that Tenant’s sole remedy for
          Landlord’s breach of such covenant shall be to terminate the Offer Purchase
          Agreement and receive a refund of its earnest money deposit, and (b) Landlord
          shall covenant not to intentionally place any material encumbrances on
          the
          Property between the time of the Offer and the closing under the Offer
          Purchase
          Agreement. Within thirty (30) days after Tenant’s acceptance of Landlord’s
          Offer, Tenant must purchase the Leased Property(ies) that were the subject
          of
          the accepted Offer (other than the warranties contained in the special
          warranty
          deed(s) conveying same) for cash at the agreed upon purchase price (minus
          the
          earnest money down payment previously paid to Landlord). Should (w) Landlord
          sell the Leased Property(ies) to a third party after complying with its
          obligations under this Section
          44, (x) Tenant fail to make the nonrefundable earnest money deposit
          within the five (5) Business Days period described above, (y) Landlord
          and
          Tenant fail to enter into a binding agreement to purchase the Leased
          Property(ies) within the five (5) Business Days period described above,
          or (z)
          Tenant fail to purchase said Leased Property(ies) after entering into such
          binding agreement for any reason other than a default of Landlord within
          the
          thirty (30) day period describe above, then Tenant’s rights under this Section 44 with respect to
          such Leased Property(ies) shall be deemed forever extinguished, Tenant
          shall
          have no further rights under this Section 44 with respect to
          such Leased Property(ies) and Landlord may sell or otherwise transfer such
          Leased Property(ies) to any other party at any time on terms and conditions
          acceptable to Landlord; provided however, with respect to clause (y), Landlord
          shall return the earnest money deposit to Tenant and with respect to clause
          (z),
          Tenant shall forfeit and Landlord shall be entitled to keep the nonrefundable
          earnest money deposit. The Right of First Offer shall be personal to Tenant
          and
          may only be exercised by Tenant or any Permitted Transferee, and not any
          assignee, or other transferee of the Tenant’s interest in the
          Lease.

      

    

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

    45.            Special
      Purpose Entity
      Obligations. Tenant agrees to comply with the representations,
      warranties and covenants set forth in Exhibit I attached
      hereto.

     

    46.            Memorandums
      of Lease.
Landlord and Tenant shall, promptly upon the request of either,
      enter into short form memorandums of this Lease, in form suitable for recording
      under the laws of the State in which each Leased Property is located, in which
      reference to this Lease, and all renewal options and options to purchase
      contained herein, shall be made. Tenant shall pay all costs and expenses of
      recording any such Memorandums of Lease or amendments thereto and for releasing
      any such Memorandums of Lease that relate to a particular Leased Property(ies)
      upon any expiration or termination of this Lease as it relates to any such
      Leased Property(ies).

     

    47.          
      Confidentiality.

     

    47.1       
      Confidentiality.
      Each of Landlord and Tenant agrees that, except as otherwise
      provided in this Section 47,
all Information (as
      defined below) provided by Landlord to Tenant or by
      Tenant to Landlord (the party providing Information being referred to as
“Disclosing Party” and the party receiving Information being referred to as
“Recipient”) will be kept confidential and will not, without Disclosing Party’s
      prior written consent, be disclosed by Recipient, in whole or in part, to any
      Person.

     

    47.2       
      Permitted
      Disclosures.
Recipient may disclose Information:

     

    (i)            to
      those of Recipient’s officers, directors and employees who are informed by
      Recipient of the confidential nature of the Information and who agree, for
      Disclosing Party’s benefit, to act in accordance with the terms and conditions
      of this Section 47;
Recipient will be
      responsible for any breach of this Section 47 by such persons;
      or

     

    (ii)            in
      the case where Landlord is the Recipient:

     

    (a)            to
      the extent the Information is both (x) of a financial, operating, regulatory,
      business or similar nature, and (y) has been aggregated to relate to this Lease,
      a jurisdiction or jurisdictions (such as a state or region) or any other
      category; or

     

    (b)            to
      the extent the Information either:

     

    (w)
      is
      provided to Facility Mortgagees, prospective Facility Mortgagees, purchasers,
      prospective purchasers, tenants or prospective tenants of a Leased
      Property(ies); provided that any such party listed in this clause (w) who
      receives such Information is informed by Landlord of the confidential nature
      of
      the Information and agrees with Landlord to keep such Information confidential
      pursuant to a standard confidentiality agreement; and provided further that
      such
      Information may be disclosed to tenants or prospective tenants only if either
      (i) Tenant has not, at least nine (9) months prior to the expiration of the
      then
      current Term, given to Landlord written notice of Tenant’s intention to renew
      this Lease, or (ii) an Event of Default has occurred; or

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    (x)            is
      disclosed in connection with or following a sale, closure, material casualty,
      default or prospective default with respect to a Leased Property(ies);
      or

     

    (y)            relates
      to the location or size of, or the number of licensed units at, a Leased
      Property(ies); or

     

    (z)    is
      of the
      type customarily disclosed by a public healthcare real estate investment trust;
      or

     

    (iii)            to
      the extent Recipient reasonably determines that disclosure of the Information
      is
      required by any Legal Requirement applicable to Recipient or any applicable
      rule, regulation, or requirement of any securities exchange on which the
      Recipient’s securities are listed or admitted for trading (a “Disclosure Law”) pursuant to
      the procedures set forth in Section 47.7 below;
      or

     

    (iv)            in
      connection with any proceeding in which Recipient is attempting to protect
      or
      enforce any rights and/or remedies in connection with this Lease or any of
      the
      Other Leases, but only to the extent necessary to protect or enforce such rights
      and/or remedies; or

     

    (v)            to
      any person in a confidential relationship with Recipient, including Recipient’s
      auditors, advisors, consultants, lawyers, and others who agree with Recipient
      to
      be bound by a standard confidentiality agreement, such as lenders, prospective
      lenders, purchasers, potential purchasers, tenants and prospective tenants;
      provided, however, that Recipient shall not be liable to Disclosing Party for
      any breach by such persons of such confidential relationship or confidentiality
      arrangements; provided further, however, that Recipient shall assign to
      Disclosing Party the Recipient’s rights under such confidentiality agreement or
      obligations; or

     

    (vi)            to
      the extent legally compelled to disclose any of the Information pursuant to
      a
      subpoena or other legal process having the force of law. Recipient will provide
      Disclosing Party with prompt notice so that Disclosing Party or any of its
      representatives may seek a protective order or other appropriate remedy. In
      the
      event that such protective order or other remedy is not obtained, Recipient
      will
      furnish only that portion of the Information which Recipient has been advised
      is
      legally required and Recipient will exercise its reasonable efforts to attempt
      to obtain reliable assurance that confidential treatment will be accorded the
      Information so to be furnished. In any event, Recipient will cooperate with
      (and
      not oppose) any reasonable action by Disclosing Party to obtain an appropriate
      protective order or other reliable assurance that confidential treatment will
      be
      accorded such Information.

     

    47.3       
      Information.
      Information means (i) all and any data, reports, forecasts,
      records, agreements and other information furnished after the Commencement
      Date
      by Disclosing Party or by any of its representatives or advisors to Recipient
      that is both (x) material and proprietary, and (y) in the case where Tenant
      is
      the Disclosing Party, that is required to be furnished pursuant to Section 11.4 or Section
      25.5 of this Lease and
      (ii) the economic terms and provisions of this Lease.

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    47.4       
      Excluded
      Information.
The obligations under Section 47.1
will
      not apply to
      any Information that (i) was known to Recipient prior to Disclosing Party’s
      disclosure of such Information to Recipient (unless Recipient’s knowledge was
      obtained confidentially or from a source that to Recipient’s knowledge was not
      permitted to disclose such Information to Recipient) or (ii) becomes available
      to Recipient on a nonconfidential basis from a source (other than Disclosing
      Party or any of its employees, agents, representatives or advisors) who to
      the
      knowledge of Recipient is not prohibited from disclosing such Information to
      Recipient by any legal, contractual or fiduciary obligation.

     

    47.5      
       Injunctive
      Relief.
Recipient acknowledges that remedies at law may be inadequate
      to
      protect against breach of the provisions of this Section 47, and Recipient
      hereby in advance agrees that Disclosing Party shall not be obligated to
      establish actual damages or the inadequacy of monetary damages in seeking an
      injunction. Such injunctive relief will not be deemed to be the exclusive remedy
      for a breach by Recipient of the provisions of this Section, but will be in
      addition to all other remedies available at law or equity to Disclosing
      Party.

     

    47.6       
      Suspension
      Period.
Landlord shall have the right to temporarily suspend Tenant’s
      obligation to provide it with Information pursuant to the terms of this Lease
      or
      otherwise for a specified period of time or for a period of time terminating
      upon the occurrence of a specified event, including notice from Landlord (the
      “Suspension Period”).
During the Suspension
      Period, Tenant shall, if requested by Landlord,
      deliver such Information to a third party in a confidential relationship with
      Landlord. Upon expiration or termination of the Suspension Period, Tenant will
      deliver to Landlord within three (3) Business Days all Information that Tenant
      otherwise would have been required to deliver during the Suspension Period
      and
      shall immediately, once again, be subject to all of the information delivery
      requirements set forth in this Lease.

     

    47.7       
      Disclosure
      Notice.
In connection with any proposed disclosure pursuant to Section 47.2(iii),
Recipient
      shall provide Disclosing Party with advance written notice of the proposed
      disclosure and shall set forth the Information to be disclosed, the proposed
      date of disclosure (the “Disclosure Date”), the basis
      for such disclosure as well as the manner of such disclosure (the “Disclosure Notice”). The
      Disclosure Notice shall be delivered to Disclosing Party no later than the
      Disclosure Notification Date (as defined below). Recipient and Disclosing Party
      shall cooperate with one another and negotiate in good faith to seek a mutually
      satisfactory resolution with respect to such proposed disclosure. In the event
      Disclosing Party has not, prior to the Disclosure Date, either (i) consented
      to
      the proposed disclosure (or such modified disclosure as Recipient and Disclosing
      Party may mutually agree) or (ii) itself made disclosure of the Information
      contained in such Disclosure Notice (or such modified disclosure as Recipient
      and Disclosing Party may mutually agree), Recipient may disclose such
      Information to the extent and in the manner set forth in such Disclosure Notice.
      “Disclosure Notification
Date”
shall
      mean
      the latest of the following dates: (a) five (5) Business Days prior to the
      Disclosure Date; and (b) in the case of Section 47.2(iii), such
      shorter period of time prior to the Disclosure Date which is reasonable (in
      light of the nature of the Information to be disclosed and the Disclosure Law
      applicable thereto).

     

    48.           Restrictive
      Covenant.
Tenant, Guarantor and their respective Affiliates shall be
subject
      to the restrictive covenants and conditions governing the ownership, leasing,
      management
      or operation of additional healthcare facilities contained in Exhibit F attached
      hereto.

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

    
       

      49.            Intentionally
        omitted.

       

    

    50.            LaSalle
      Financing.

     

    50.1       
      Reserve
      Payments.
In connection with the LaSalle Financing, Landlord is or may
      be
      required to make payments to LaSalle from time to time in order to maintain
      various reserves (“LaSalle
      Reserves”) required
      under the LaSalle Loan Documents (each a “LaSalle Reserve
      Payment”). So long as
      the LaSalle Financing encumbers the Premises, Tenant shall deposit with Landlord
      (at least five (5) Business Days prior to being due and payable to LaSalle),
      the
      amount of required LaSalle Reserve Payments in lieu of amounts that Tenant
      would
      otherwise be required to deposit pursuant to either (A) the terms and conditions
      of Section 3.3 hereof
      with respect to deposits for taxes and insurance, and (B) the terms and
      conditions of Section 11.3
hereof with respect
      to deposits for replacements. At least five (5)
      Business Days prior to being due and payable to LaSalle, Tenant shall pay to
      Landlord any expenses charged by LaSalle to Landlord for compliance with or
      calculation of reserves required under the LaSalle Loan Documents.

     

    50.2       
      Reserve
      Disbursements.
Each Tenant request for a disbursement from a LaSalle Reserve
      or
      its corresponding Escrow Account or Capital Expenditures Account, as applicable,
      shall be made to Landlord and (i) must comply with the applicable terms and
      conditions of this Lease for such disbursements, (ii) shall include any and
      all
      documentation required by LaSalle (as determined by Landlord) for withdrawals
      from the applicable LaSalle Reserve for such a request, and (iii) must comply
      with any other requirements and conditions for withdrawals from the applicable
      LaSalle Reserve. Landlord shall submit each such Tenant request to LaSalle
      after
      Landlord receives documentation required by clause (ii) from Tenant. If an
      Event
      of Default has not occurred, upon Landlord’s receipt of a disbursement from a
      LaSalle Reserve, Landlord shall, subject to any other applicable provisions
      of
      this Lease, forward such disbursement to the Tenant. Landlord shall not be
      liable to Tenant or any other Person for any denial by LaSalle of any such
      Tenant disbursement request or any failure by Landlord to fund amounts to Tenant
      where withdrawals from corresponding LaSalle reserves are denied by LaSalle,
      if
      Landlord has used commercially reasonable efforts (which shall exclude Landlord
      paying any out-of-pocket costs not reimbursed by Tenant) to cause LaSalle to
      fund the amounts.

     

    50.3       
      Termination
      of LaSalle
      Financing. If at any time the LaSalle Financing ceases to encumber
      the Premises, Tenant shall immediately deposit with Landlord such amounts
      sufficient to cause the amount of deposits pursuant to (A) the terms and
      conditions of Section 3.3
hereof with respect
      to deposits for taxes and insurance, and (B) the
      terms and conditions of Section
      11.3 hereof with respect to deposits for replacements, to be at the level
      they would have been but for the operation of Sections 50.1 and 50.2.

     

    [The
      remainder of this page is intentionally left blank]

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Lease to be executed and their
      respective corporate seals to be hereunto affixed and attested by their
      respective officers hereunto duly authorized.

     

    
      	 	 	
              LANDLORD:

            
	 	 	 
	
              Witness: 

            	 
	 	 	
              By:
                /s/ T. Richard Riney

            
	/s/
              Dana J. Baker	
              Name:
                T. Richard Riney

            
	Name:
              Dana J. Baker	
              Title:
                Executive Vice President  & Secretary

            
	 	 	 
	/s/
              Barbara F. Thompson	 
	Name:
              Barbara F. Thompson	 
	 	 	 
	 	 	
              TENANT:

            
	
              Witness: 

            	
              Summerville
                6
                LLC,

            
	
              /s/
                Carol Phillips 

            	
              a
                Delaware limited liability company

            
	
              Name:
                Carol Phillips 

            	 
	  	 
	
              /s/
                Steve Walling 

            	
              By:/s/
                Granger Cobb

            
	
              Name:
                Steve Walling 

            	
              Name: 
                Granger
                Cobb

            
	  	
              Title:  
                President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              State
                of

            	
              Kentucky

            	 
	
              County
                of

            	
              Jefferson

            	 


    

     

    Before
      me
      a notary public in and for said county, personally appeared T. Richard Riney.
      known to me to be the person who, as Executive Vice President and Secretary
      of
      Ventas Brighton, LLC, a Delaware limited liability company, executed the
      foregoing instrument, signed the same, and acknowledged to me that (s)he did
      so
      sign said instrument in the name and upon behalf of said company as such
      officer; that the same is his/her free act and deed as such officer, and the
      free act and deed of said company.

     

    In
      testimony whereof, I have hereunto subscribed my name and affixed my official
      seal (if official has one) at Louisvillle this 26 day of July,
      2005.

     

    
      	
              (Seal)

            	
              /s/
                Kimberly S.  Tobin

            
	 	
              (signature
                of person taking acknowledgment)

            
	 	
              (Title
                or rank)

            
	 	
              (Serial
                number, if any)

            


    

    


    


    
      	
              State
                of

            	
              California

            	 
	
              County
                of

            	
               Contra
                Costa

            	 


    

     

    Before
      me
      a notary public in and for said county, personally appeared Granger Cobb known
      to me to be the person who, as President of Summerville 6 LLC, a Delaware
      limited liability company which executed the foregoing instrument, signed the
      same, and acknowledged to me that (s)he did so sign said instrument in the
      name
      and upon behalf of said company as
such
      President;
      that the same is his/her free act and deed as such President, and the free
      act
      and deed of said company.

     

    In
      testimony whereof, I have hereunto subscribed my name and affixed my official
      seal (if official has one) at Dan Ramon this 29th
      day of July,
      2005.

     

    
      	
              (Seal)

            	
              /s/
                Gary Chan

            
	
              (signature
                of person taking acknowledgment)

            	 
	
              (Title
                or rank)

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    Addresses
      of the Leased
      Properties

    833
      East
      Grand River

    Brighton,
      Michigan 48116

     

    
      
        
        

      

      
        B-90

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1

     

    Legal
      Description

     

    Real
      property in the City of Brighton, County of Livingston, State of Michigan,
      and
      is described as follows:

     

    PARCEL
      1:

     

    Part
      of
      the Northeast 1/4 of Section 31, Town 2 North, Range 6 East, City of Brighton,
      Livingston County, Michigan, described as follows: Beginning at a point on
      the
      North line of Grand River Avenue, 1,321 feet North 72°40' West from the East
      line of Section 31; thence North 17°20' East 135 feet; thence South 72°40' East,
      100 feet; thence North 17°20' East 360.00 feet; thence North 17°04'20" East
      306.04 feet; thence North 72°31'30" West 165.06 feet; thence North 17°12'30"
      East 33.00 feet; thence North 72°31'30" West 363.00 feet; thence South 17°03'20"
      West 315.34 feet; thence South 72°40'00" East 264.00 feet; thence South
      17°20'00" West 385.00 feet; thence South 72°40' East 124.00 feet; thence South
      17°20' West 135.00 feet; thence South 72°40' East, 40.00 feet along the North
      line of Grand River Avenue to the point of beginning. The above legal
      description includes Lots 14, 15, 16, 17, 18, 19, 20, 21 and 22, inclusive,
      and
      Lots 41, 42, 43 and 44, inclusive of JAMES B. LEE’S ADDITION TO THE CITY OF
      BRIGHTON as recorded in Liber 54 of Deeds, Page 562, Livingston County
      Records.

     

    PARCEL
      2:

     

    A
      part of
      the Northeast 1/4 of Section 31, Town 2 North, Range 6 East, City of Brighton,
      Livingston County, Michigan, described as: Beginning at a point on the North
      line of Grand River, North 72°40' West 1,361 feet from the East line of said
      Section 31; thence North 17°20' East 135 feet; thence North 72°40' West 124
      feet; thence South 17°20' West 135 feet; thence South 72°40' East 124 feet along
      the North line of Grand River to the point of beginning.

     

    PARCEL
      3:

     

    Part
      of
      MRS. WILLIAM MCCAULEY’S ADDITION TO THE VILLAGE (NOW CITY) OF BRIGHTON,
      according to the plat thereof as recorded in Liber 51 of Deeds, Page 554,
      Livingston County Records, described as: Commencing at the Southeast corner
      of
      said Plat; thence North 20°25'45" East along the East line of said plat, 559.05
      feet to the point of beginning of the parcel to be described; thence North
      69°17'53" West 659.48 feet to the West line of said Plat; thence North 20°18'26"
      East along said West line 221.94 feet to the Northwest corner of said plat;
      thence South 68°49'19" East along the North line of said Plat, 660.00 feet to
      the Northeast corner of said plat; thence South 20°25'45" West along the East
      line of said Plat, 216.45 feet to the point of beginning, being all of Lots
      29,
      30, 31, 32, 33, 34, 35, 36, 37, 38, 39 and 40 and part of Lots 25, 26, 27,
      28
      and the adjacent portions of vacated Frank and George Streets of MRS. WILLIAM
      MCCAULEY’S ADDITION TO THE VILLAGE (NOW CITY) OF BRIGHTON as recorded in Liber
      51 of Deeds, Page 554, Livingston County Records.

     

    Being
      also described as:

     

    
      
        
        

      

      
        B-91

        
          

        

      

      
        
        

      

    

     

    Part
      of
      MRS. WILLIAM MCCAULEY’S ADDITION TO THE VILLAGE (NOW CITY) OF BRIGHTON,
      according to the plat thereof as recorded in Liber 51 of Deeds, Page 554,
      Livingston County Records, described as: Commencing at the SE Corner of said
      Plat; thence N 17o
      11’39” E 559.05
      feet along the East line of said plat to the Point of Beginning, thence N 72
      o
31’
59”
W
      659.48
      feet to the West line of said Plat; thence N 17 o
04’
20”
E
      221.94
      feet along said West line to the NW corner of said Plat; thence S 17 o
11’
39”
W
      216.45
      feet along the East line of said Plat, to the point of beginning. Being all
      of
      Lots 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39 and 40 and part of Lots 25,
      26,
      27, 28 and the adjacent portions of vacated Frank and George Streets of MRS.
      WILLIAM MCCAULEY’S ADDITION TO THE VILLAGE (NOW CITY) OF BRIGHTON as recorded in
      Liber 51 of Deeds, Page 554, Livingston County Records.

     

    PARCEL
      4:

     

    The
      North
      1/2 of vacated Clark Street (66 feet wide) lying South of Parcel 1, and
      including a portion of the South 1/2 of vacated Clark Street (66 feet wide)
      lying North of Lots 73, 74 and 75, “JAMES B. LEE’S ADDITIONAL PLAT TO THE
      VILLAGE (NOW CITY) OF BRIGHTON”, as recorded in Liber 54 of Deeds, Page 562,
      Livingston County Records, more particularly described as: Commencing at the
      intersection of the East line of Section 31 and North right-of-way line of
      Grand
      River Ave.; thence North 72°40'00" West, along the North right-of-way line of
      Grand River Ave., 1485.00 feet; thence North 17°20'00" East 330.00 feet,
      (recorded as 20 rods) to the North line of “GALES PLAT OF THE VILLAGE (NOW CITY)
      OF BRIGHTON”, as recorded in Liber 4 of Deeds, Page 24, Livingston County
      Records and the Southeast corner of Lot 75, “JAMES B. LEE’S ADDITIONAL PLAT TO
      THE CITY OF BRIGHTON”; thence continuing North 17°20'00" East, along the East
      line of said Lot 75, 149.82 feet, (recorded as 8 rods, 27 links), to the
      Northeast corner of said Lot 75 and South right-of-way line of Clark Street;
      thence continuing North 17°20'00" East, along the Northerly extension of the
      East line of said Lot 75, 21.36 feet to the point of beginning; thence
      continuing North 17°20'00" East, along said line, 11.64 feet to the centerline
      of Clark Street; thence North 72°40'00" West, along said centerline, 231.66 feet
      to the Northerly extension of the East right-of-way line of Hope Street (66
      feet
      wide), (recorded as 12 rods, 51 links); thence South 17°20'00" West, along said
      line, 11.81 feet; thence South 72°42'27" East 231.66 feet to the point of
      beginning.

     

    
      
        
        

      

      
        B-92

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Definitions

     

    For
      all
      purposes of this Lease, except as otherwise expressly provided in the Lease
      or
      unless the context otherwise requires, the following terms have the meanings
      assigned to them in this exhibit and include the plural as well as the
      singular:

     

    “Accounts
      Collateral” shall
      have the meaning set forth in Section 21.1.1.

     

    “Actual
      Leased Property Three Lease
      Years Capital Expenditures Amount” shall have the meaning set forth in
Section
      11.3.1.

     

    “Actuarial
      Correspondence”
shall mean any and all correspondence, analysis, reports, studies or
      other information to or from any Tenant or any Guarantor or their respective
      insurance carriers, reinsurance providers or accountants, or from any
      Governmental Authorities or any Third Party Payor Program providers, concerning
      any Tenant’s malpractice or professional liability insurance or its reserves for
      expenses relating to malpractice or professional liability claims.

     

    “Actuarial
      Reports” shall mean
      any and all written reports, studies, analyses or reviews prepared by or behalf
      of any Tenant or its respective insurance providers or carriers, whether
      quarterly or otherwise, concerning any Tenant’s malpractice or professional
      liability insurance or any Tenant’s reserves for expenses relating to
      malpractice or professional liability claims.

     

    “Additional
      Properties” shall
      have the meaning set forth in Section 39. 

     

    “Additional
      Rent” shall have
      the meaning set forth in Section 3.2.

     

    “Adjusted
      Allocated Base Year Patient
      Revenues” shall mean, for a particular Leased Property, the Allocated
      Base Year Patient Revenues for such Leased Property, adjusted as described
      in
      the definition of “Adjusted Base Year Patient Revenues” for closures, removals,
      deletions and/or reductions in licensed beds.

     

    “Adjusted
      Base Year Patient Revenues”
shall mean the Base Year Patient Revenues from the Premises, adjusted
      as
      follows. Without limitation of Section 7.2.1 or Section
      17.1.16 hereof, (i) if
      a particular Facility or Facilities within the Premises, for any period after
      December 31, 2002, for any reason is closed, or is removed or deleted from
      this
      Lease, the Base Year Patient Revenues that correspond to any such closed,
      removed or deleted Facility or Facilities (and, in the case of a partial period
      closure or a mid-period removal or deletion, the Base Year Patient Revenues
      that
      correspond to any such closed, removed or deleted Facility or Facilities for
      the
      days or months such Facility or Facilities were closed, removed or deleted)
      shall be excluded from Base Year Patient Revenues (and, correspondingly, from
      the Allocated Base Year Patient Revenues relative to the affected Facility(ies))
      in order to arrive at “Adjusted Base Year Patient Revenues” (and,
      correspondingly, “Adjusted Allocated Base Year Patient Revenues” relative to the
      affected Facility(ies)) and (ii) in the event that the number of licensed beds
      at any Facility is reduced at any time from and after December 31, 2002, the
      Base Year Patient Revenues (and the Allocated Base Year Patient Revenues for
      the
      applicable Facility) shall be reduced proportionally
      (and, in the case of a mid-period reduction in the number of licensed beds,
      on a
      prorated basis) to reflect such reduction in the number of licensed beds as
      if
      such licensed beds had not been part of the Facility for the period from January
      1, 2002 through December 31, 2002 (or a portion of such period, in the case
      of a
      mid-period reduction in the number of licensed beds).

     

    
      
        
        

      

      
        B-93

        
          

        

      

      
        
        

      

    

     

    “Affiliate”
shall
      mean, with
      respect to any Person, any other Person directly or indirectly controlling
      (including, but not limited to, all partners, directors, officers and members
      of
      such Person), controlled by or under direct or indirect common control with
      any
      such Person. A Person shall be deemed to control a corporation, a partnership,
      a
      trust, or a limited liability company if such Person possesses, directly or
      indirectly, the power to direct or cause the direction of the management and
      policies of such Person, through the ownership of voting securities, partnership
      interests or other equity interests.

     

    “Allocated
      Base Year Patient Revenues”
shall mean, for a particular Leased Property, the Base Year Patient
      Revenues for such Leased Property set forth on Exhibit C to the
      Lease.

     

    “Alterations”
shall
      have the
      meaning set forth in Section
      11.1.

     

    “Annual
      Budget” shall mean
      Tenant’s projection of Tenant’s revenues and expenses for a particular Fiscal
      Year in a format and containing such information as is reasonably acceptable
      to
      Landlord.

     

    “Annual
      Capital Expenditure Budget”
shall have the meaning set forth in Section 11.4. “

     

    Appraisal
      Notice” shall have
      the meaning set forth in Exhibit G.

     

    “Approved
      Residency Agreement”
shall mean an agreement with a resident of a Leased Property: (i) that
      does not provide for lifecare services; (ii) that does not contain any type
      of
      rate lock provision or rate guaranty for more than one (1) calendar year; (iii)
      that does not provide for any rent reduction or waiver other than for an
      introductory period not to exceed six (6) months; (iv) under which Tenant at
      no
      time collects rent for more than one (1) month in advance, other than an amount
      equal to not more than two (2) months’ rent collected and held by Tenant as
      security for the performance of the resident’s obligations to Tenant; (v) that
      is accurately shown in the accounting records for such Leased Property; and
      (vi)
      that is otherwise on Tenant’s usual and customary form, without any material
      amendments to such form.

     

    “AR
      Financing” shall have the
      meaning set forth in Section
      21.2.

     

    “Assigned
      Authorizations” shall
      have the meaning set forth in Section 37.1.2. 

     

    “Assigned
      Contracts” shall have
      the meaning set forth in Section 37.1.2.

     

    “Authorizations”
shall
      mean any
      and all licenses, operating permits, Provider Agreements, certificates of
      exemption, approvals, waivers, variances and other governmental or
“quasi-governmental” authorizations necessary or advisable for the use of any
      Facility for its Primary Intended Use and receipt of reimbursement or other
      payments under any Third Party Payor Programs.

     

    
      
        
        

      

      
        B-94

        
          

        

      

      
        
        

      

    

     

    “Authorization
      Collateral”
shall have the meaning set forth in Section 7.3.

     

    “Award”
shall
      mean all
      compensation, sums or anything of value awarded, paid or received in respect
      of
      a total or partial Condemnation.

     

    “Base
      Year Patient Revenues”
shall mean Patient Revenues from the Premises for the period commencing
      on January 1, 2001 and ending on December 31, 2001, as set forth on Exhibit C to the Lease. (For
      purposes of clarification, the Base Year Patient Revenues set forth on Exhibit C do not reflect the
      actual amount of Base Year Patient Revenues for the year 2001, but instead
      have
      been adjusted to reflect the reduction in revenue anticipated to occur in
      connection with Operator’s decision to contract with a third-party home
      healthcare agency at the Premises, and it is this adjusted number set forth
      on
Exhibit C that shall
      mean 

     

    “Base
      Year Patient Revenues”
for purposes of this Lease.)

     

    “Beneficial
      Owner” shall have
      the meaning set forth in Exhibit I.

     

    “BLS”
shall
      mean Bureau of
      Labor Statistics, U.S. Department of Labor or any successor
      thereto.

     

    “Business
      Day” shall mean each
      Monday, Tuesday, Wednesday, Thursday and Friday that is neither a day on which
      national banks in the City of New York, New York are authorized, or obligated,
      by law or executive order, to close, nor a day on which federal reserve wire
      transfers cannot be made.

     

    “Capital
      Alterations” shall
      mean, with respect to any Leased Property: (i) the addition of one or more
      new
      buildings, or (ii) the annexation of one or more additional structures to any
      portion of any of the Leased Improvements on such Leased Property, or (iii)
      the
      expansion or contraction of the Leased Improvements on such Leased Property,
      or
      (iv) any alteration or modification affecting the foundation, floor slab, roof
      or roof structure, curtain wall, structural columns, beams or shafts or other
      structural components of any of the Leased Improvements on such Leased Property,
      or (v) any alteration or modification affecting any of the electrical, plumbing,
      life safety, heating, ventilating, air conditioning, elevator, conveyor or
      other
      operating systems serving any of the Leased Improvements on such Leased
      Property. “Capital Alterations” shall include, without limitation, (1) the
      construction of a new wing or new story on a Leased Property, (2) the repair,
      replacement, restoration, remodeling or rebuilding of the existing Leased
      Improvements on a Leased Property or any portion thereof, where the purpose
      and
      effect of such work is to provide a functionally new facility needed to provide
      services not previously offered, and (3) any expansion, construction, renovation
      or conversion to increase or change the bed capacity of the Facility located
      on
      a Leased Property, to change the purpose for which such beds are utilized or
      to
      improve materially the quality of such Facility.

     

    “Capital
      Expenditures” shall
      have the meaning set forth in Section 11.3.1. 

     

    “Capital
      Expenditures Account”
shall have the meaning set forth in Section 11.3.1. 

     

    “Capital
      Expenditures Deposit”
shall have the meaning set forth in Section 11.3.1. 

     

    “Capital
      Expenditures Report”
shall have the meaning set forth in Section 11.3.1.

     

    
      
        
        

      

      
        B-95

        
          

        

      

      
        
        

      

    

     

    “Cash
      Flow” shall mean the net
      income of any Tenant arising from the applicable Facility as reflected on the
      income statement of Tenant plus (i) the provision for depreciation and
      amortization in such income statement; plus (ii) the provision for management
      fees in such income statement; plus (iii) the provision for income taxes in
      such
      income statement; plus (iv) the provision for Fixed Rent payments allocated
      to
      such Facility (and, for the purpose of calculating the applicable Cash Flow
      with
      respect to any period commencing prior to the Commencement Date, the Fixed
      Rent
      for any Facility for any period prior to the Commencement Date shall be assumed
      to have accrued and been payable by Tenant at the same annual rate of Fixed
      Rent
      that is allocable to such Facility as of the Commencement Date) and interest
      and
      lease payments, if any, relating to such Facility in such income statement;
      minus (v) an imputed management fee equal to five percent (5%) of gross revenues
      of such Facility (net of contractual allowances); and minus (vi) a replacement
      reserve of $350.00 per Unit at such Facility per year. For purposes of
      calculating “Cash Flow”, the amount of any actual and/or anticipated
      professional liability claims shall be deducted, and the amount of any so-called
      “incurred but not realized” professional liability claims shall not be deducted,
      in determining the net income of Tenant.

     

    “Casualty”
shall
      mean damage to
      one or more Leased Properties by fire, flood, windstorm, earthquake, act of
      God
      or other casualty.

     

    “Casualty
      Insurance Proceeds”
shall have the meaning set forth in Section 15.2.

     

     “Census
      Information” shall have
      the meaning set forth in Section 25.3.

     

     “Code”
shall
      mean the Internal
      Revenue Code of 1986, as amended. 

     

    “Combination
      Lease” shall have
      the meaning set forth in Section 39.

     

    “Condemnation”
shall
      mean, as
      to any Leased Property, (i) the exercise of any governmental power on such
      Leased Property, whether by legal proceedings or otherwise, by a Condemnor,
      (ii)
      a voluntary sale or transfer by Landlord to any Condemnor, either under threat
      of condemnation or while legal proceedings for condemnation are pending, and
      (iii) a taking or voluntary conveyance of all or part of such Leased Property,
      or any interest therein, or right accruing thereto or use thereof, as the result
      or in settlement of any condemnation or other eminent domain proceeding
      affecting such Leased Property, whether or not the same shall have been actually
      commenced.

     

    “Condemnor”
shall
      mean any
      public or quasi-public authority, or private corporation or individual, having
      the power of condemnation.

     

    “Consent
      Expenses” shall have
      the meaning set forth in Section 3.2.6.

     

     “Contraction
      Notice” shall have
      the meaning set forth in Section 37.3.2.

     

    “Cost
      of Living Index” shall
      mean the Consumer Price Index for All Urban Consumers, U.S. City Average
      (1982-1984 = 100), published by the BLS, or such other renamed index. If the
      BLS
      changes the publication frequency of the Cost of Living Index so that a Cost
      of
      Living Index is not available to make a cost-of-living adjustment as specified
      herein, the cost-of-living adjustment
      shall be based on the percentage difference between the Cost of Living Index
      for
      the closest preceding month for which a Cost of Living Index is available and
      the Cost of Living Index for the comparison month as required by this Lease.
      If
      the BLS changes the base reference period for the Cost of Living Index from
      1982-84 = 100, the cost-of-living adjustment shall be determined with the use
      of
      such conversion formula or table as may be published by the BLS. If the BLS
      otherwise substantially revises, or ceases publication of, the Cost of Living
      Index, then a substitute index for determining cost-of-living adjustments,
      issued by the BLS or by a reliable governmental or other nonpartisan
      publication, shall be reasonably selected by Landlord and Tenant.

     

    
      
        
        

      

      
        B-96

        
          

        

      

      
        
        

      

    

     

    “Coverage
      Based Security Deposit”
shall have the meaning set forth in Section 8.2.5.

     

    “Coverage
      Ratio” shall mean the
      ratio of (i) the Cash Flow of any Facility for the applicable period; to (ii)
      the Fixed Rent payments allocated to such Facility, and all other (a) debt
      service payments (exclusive of optional, voluntary debt service payments) and
      (b) lease payments (exclusive of non-capitalized equipment and motor vehicle
      lease payments) relating to such Facility, for the applicable period (and,
      for
      the purpose of calculating the applicable Coverage Ratio with respect to any
      period commencing prior to the Commencement Date, the Fixed Rent for any
      Facility for any period prior to the Commencement Date shall be assumed to
      have
      accrued and been payable by Tenant at the same annual rate as the annual rate
      of
      Fixed Rent that is allocable to such Facility as of the Commencement
      Date).

     

    “CPI
      Increase” shall mean, for
      a particular Lease Year, the percentage increase (rounded to two (2) decimal
      places), if any, in (i) the Cost of Living Index published for the month that
      is
      two (2) months prior to the commencement of such Lease Year, over (ii) the
      Cost
      of Living Index published for the month that is two (2) months prior to the
      commencement of the immediately preceding Lease Year.

     

    “Date
      of Taking” means, as to
      the applicable Leased Property, the date the Condemnor has the right to
      possession of such Leased Property, or any portion thereof, in connection with
      a
      Condemnation.

     

    “Deleted
      Properties” shall mean
      any Leased Property for which this Lease is terminated pursuant to Section 15, Section 16 or
Section
      17.2 hereof;
      provided, however, that Deleted Properties shall not include any Leased Property
      removed herefrom pursuant to Section 40.

     

    “Deletion
      Notice” shall have
      the meaning set forth in Section 17.9.

     

    “Early
      Termination Event” shall
      mean, as to any Leased Property, the termination of this Lease prior to the
      stated Expiration Date hereof or the dispossession of the applicable Tenant
      as a
      result of an Event of Default.

     

    “Environmental
      Costs” shall
      mean costs of response, removal, remedial action, containment, cleanup,
      investigation, design, engineering and construction, damages (including, without
      limitation, actual, consequential and punitive damages) for personal injuries
      and for injury to, destruction of or loss of property or natural resources,
      relocation or replacement costs, penalties, fines, charges or expenses,
      attorney’s fees, expert fees, consultation fees, and court costs,
      and all amounts paid in investigating, defending or settling any of the
      foregoing, in connection with any Hazardous Substance.

     

    
      
        
        

      

      
        B-97

        
          

        

      

      
        
        

      

    

     

    “Environmental
      Laws” shall mean
      any and all laws, orders, rules or regulations pertaining to Hazardous
      Substances or that otherwise deal with, or relate to, air or water quality,
      air
      emissions, soil, contamination or pollution or protection of the
      environment.

     

    “ERISA”
shall
      mean the Employee
      Retirement Income Security Act of 1974, as amended.

     

    “Escrow
      Account” shall have the
      meaning set forth in Section
      3.3.2.

     

    “Escrow
      Commencement Date”
shall have the meaning set forth in Section 3.3.1. 

     

    “Estoppel
      Certificate” shall
      have the meaning set forth in Section 25.11.

     

    “Event
      of Default” shall have
      the meaning set forth in Section 17.1.

     

    “Expiration
      Date” shall have
      the meaning set forth in Section 1.2.

     

    “Extended
      Term” and “Extended Terms” shall have
      the
      meanings set forth in Section
43.1.

     

    “Facility”
shall
      mean the
      facility or facilities located on the applicable Leased Property.

     

    “Facility
      Default” shall mean
      an Event of Default that relates directly to one or more of the Leased
      Properties and/or the Facilities operated thereon (such as, for example only
      and
      without limitation, an Event of Default arising from a failure to maintain
      or
      repair, or to operate for the Primary Intended Use, or to maintain the required
      Authorizations for, one or more of the Facilities), as opposed to an Event
      of
      Default that, by its nature, does not relate directly to any of the Leased
      Properties or Facilities (such as, for example only and without limitation,
      an
      Event of Default arising from a breach of Section 3.1.1).

     

    “Facility
      Mortgage” shall mean
      any mortgage, deed of trust, or other security agreement securing any
      encumbrance placed on the applicable Leased Property in accordance with the
      provisions of Section
      31.

     

    “Facility
      Mortgagee” shall mean
      the holder of any Facility Mortgage.

     

    “Facility
      Provider Agreements”
shall mean Provider Agreements issued to or held by Tenant pursuant
      to
      which the Facilities are licensed, certified, approved or eligible to receive
      reimbursement under any Third Party Payor Program.

     

    “Facility
      Termination” shall
      have the meaning set forth in Section 37.3.1.

     

    
      
        
        

      

      
        B-98

        
          

        

      

      
        
        

      

    

     

    “Fair
      Market Rental” shall mean
      the annual amount per annum that a willing tenant would pay, and a willing
      landlord would accept, at arm’s length, for leasing of the Premises (or, if
      applicable, any one or more, but less than all, of the Leased Properties) for
      the period of theTerm
      (including, without limitation, any Extended Terms) remaining from and after
      the
      date as of which the Fair Market Rental is being determined (e.g. as of the
      commencement of an Extended Term, in the case of Sections 43.2 and 43.3).
The
      Fair Market Rental
      may include therein such escalations of rent as would be paid by such a tenant,
      and accepted by such a landlord, as part of an arm’s length transaction entered
      into as of the aforesaid Fair Market Rental determination date; provided, however,
      that, (i) in the case of a Fair Market Rental determination made in
      connection with Sections 43.2
and 43.3
of
      the
      Lease, the determination shall assume that, during years 2 through 5 (both
      inclusive) of the Extended Term as to which the Fair Market Rental is being
      determined, Fixed Rent shall increase over prior years as provided in Section 3.1.2 of the Lease and
      (ii) in addition to such other market factors as may be applicable in
      determining the Fair Market Rental, the Fair Market Rental shall be determined
      on the basis, and on the assumptions, that (a) the Fair Market Rental may not
      include therein any rent, or method of rent calculation, that would adversely
      affect any landlord by virtue of it being a real estate investment trust or
      the
      ability of any such landlord to satisfy the requirements for maintaining its
      status as a real estate investment trust (and, without limitation of the
      foregoing, the Fair Market Rental shall not include any rent that would fail
      to
      qualify as “rents from real property” for purposes of Section 856(d) of the
      Code), (b) the Fair Market Rental amount is to be paid absolutely net to the
      aforesaid landlord, without any rights of deduction, set-off or abatement,
      (c)
      all of the Leased Properties as to which the Fair Market Rental is being
      determined are in good condition and repair, without any deferred maintenance,
      are in compliance with any and all applicable laws, codes, ordinances and
      regulations and have in full force and effect, for the benefit of the aforesaid
      tenant, the Facilities and the Leased Properties, any and all necessary or
      appropriate Authorizations for use thereof in accordance with the respective
      Primary Intended Uses applicable thereto, (d) the aforesaid tenant has complied,
      and shall be required to comply, with the requirements of this Lease, and (e)
      the aforesaid tenant shall have available to it, with respect to each Leased
      Property as to which the Fair Market Rental is being determined, such remaining
      Term as then remains, and such number of Extended Terms as then remain
      unexercised, with respect to such Leased Property under the terms of this
      Lease.

     

    “Fair
      Market Value” shall mean
      the price that a willing buyer not compelled to buy would pay a willing seller
      not compelled to sell for the Premises or the applicable Leased Property(ies),
      as applicable, and (i) assuming the same is (are) unencumbered by this Lease,
      (ii) determined in accordance with the appraisal procedures set forth in Exhibit G or in such other
      manner as shall be mutually acceptable to Landlord and Tenant, and (iii) not
      taking into account any reduction in value resulting from any indebtedness
      to
      which the property in question is subject except as expressly provided
      hereinbelow. In determining such Fair Market Value, the positive or negative
      effect on the value of the property in question attributable to the interest
      rate, amortization schedule, maturity date, prepayment penalty and other terms
      and conditions of any encumbrance which is not removed at or prior to the
      closing of the transaction as to which such Fair Market Value determination
      is
      being made shall be taken into account.

     

    “Final
      Appraiser” shall have
      the meaning set forth in Exhibit G.

     

    “First
      Lease Year” shall mean
      the period from the Commencement Date through July 31, 2006.

     

    
      
        
        

      

      
        B-99

        
          

        

      

      
        
        

      

    

    
       

      “Fiscal
        Year” shall mean the
        twelve (12) month period from January 1 to December 31.

       

    

    “Fixed
      Rent” shall mean, for
      the period from the Commencement Date through the Expiration Date, rent at
      an
      annual rate of One Million Four Hundred Forty-Four Thousand and No/100 Dollars
      ($1,144,000.00), as such amount shall be increased or adjusted from time to
      time
      during the Term as provided in this Lease, including as such amount shall be
      increased or adjusted from time to time during the Term as set forth in Section 3.1.2, Section 43.2
      and Section 43.3
or, in the
      case of any New Lease, as set forth in Section 40.1.1.

     

    “Fixtures”
shall
      mean all
      permanently affixed equipment, machinery, elevators, conveyors, fixtures,
      commercial kitchen equipment, laundry equipment and other items of real and/or
      personal property, including, without limitation, all components thereof, now
      and hereafter located in or on or used in connection with, and permanently
      affixed to or incorporated into, the Leased Improvements, including, without
      limitation, all furnaces, boilers, heaters, electrical equipment, heating,
      plumbing, lighting, ventilating, refrigeration, incineration, air and water
      pollution control, waste disposal, air-cooling and air-conditioning systems
      and
      apparatus, sprinkler systems and fire and theft protection equipment, and
      built-in oxygen and vacuum systems, all of which, to the greatest extent
      permitted by law, are hereby deemed by the parties hereto to constitute real
      property, together with all replacements, modifications, alterations and
      additions thereto.

     

    “Full
      Replacement Cost” shall
      mean the actual replacement cost of the applicable property including an
      increased cost of construction endorsement, without reduction or deduction
      for
      depreciation, as determined for any applicable property by an accredited
      appraiser approved by Landlord, and at Tenant’s sole cost and expense,
      hereinafter referred to as an “impartial appraiser”, every five years during the
      Term, and at such other times that either party believes that the full
      replacement cost of such property has increased or decreased. Tenant shall
      forthwith, on receipt of such determination by such impartial appraiser, give
      written notice thereof to Landlord. The determination of such impartial
      appraiser shall be final and binding on the parties hereto.

     

    “GAAP”
shall
      mean generally
      accepted accounting principles set forth in the opinions and pronouncements
      of
      the Accounting Principles Board and the American Institute of Certified Public
      Accountants and statements and pronouncements of the Financial Accounting
      Standards Board (or agencies with similar functions of comparable stature and
      authority within the accounting profession), or in such other statements by
      such
      entity as may be in general use by significant segments of the U.S. accounting
      profession.

     

    “Governmental
      Authority” shall
      mean any court, board, agency, licensing agency, commission, office or authority
      or any governmental unit (federal, state, county, district, municipal, city
      or
      otherwise) whether now or hereafter in existence, including, without limitation,
      any state licensing agency and/or any state Medicaid agency and any
      quasi-governmental authorities.

     

    “Guarantor”
shall
      have the
      meaning set forth in the recitals to the Lease.

     

    
      
        
        

      

      
        B-100

        
          

        

      

      
        
        

      

    

     

    “Hazardous
      Substances” shall
      mean and include any material that is defined as a hazardous waste, substance
      or
      material under RCRA as now or at any time hereafter in effect, medical waste
      and
      any hazardous substance defined as such in the Occupational Safety & Health
      Act, the Toxic Substances Control Act, or any other federal, state or local
      statute, law, ordinance, code, rule, regulation, order or decree regulating,
      relating to, or imposing liability or standards of conduct concerning, any
      hazardous substance or material, as now or at anytime hereafter in
      effect.

     

    “Health
      Department” shall mean
      any federal, state or local health department, licensing agency, governing
      body
      or comparable agency.

     

    “Impositions”
shall
      mean, for
      each applicable Leased Property, collectively, all taxes (including, without
      limitation, all taxes imposed under the laws of the State in which the Leased
      Property is located), as such laws may be amended from time to time, and all
      ad
      valorem, sales and use, single business, gross receipts, transaction privilege,
      rent or similar taxes as the same relate to, or are imposed upon, any rents
      from
      the applicable Leased Property or upon Tenant or its business conducted upon
      the
      applicable Leased Property (but excluding any tax based on the net income or
      net
      profit of Landlord derived from any such rents), assessments (including, without
      limitation, all assessments for public improvements or benefits, whether or
      not
      commenced or completed prior to the date hereof and whether or not to be
      completed within the Term), water, sewer or other rents and charges, excises,
      tax levies, fees (including, without limitation, license, permit, inspection,
      authorization and similar fees), and all other governmental charges, in each
      case whether general or special, ordinary or extraordinary, or foreseen or
      unforeseen, of every character in respect of the applicable Leased Property
      (including the entire amount of any of the foregoing that relate to tax parcels
      which include all or a portion of the Leased Property but which may include
      other property as well) or any rents therefrom or the business conducted thereon
      by Tenant (including all interest and penalties thereon due to any failure
      in
      payment by Tenant), which at any time prior to (including, without limitation,
      a
“roll­back” of any such taxes or charges for periods prior to the date
      hereof), during or in respect of the Term hereof may be assessed or imposed on
      or in respect of, or be a lien upon, (i) Landlord or Landlord’s interest in such
      Leased Property, (ii) such Leased Property or any part thereof or any rent
      therefrom or any estate, right, title or interest therein, or (iii) any
      occupancy, operation, use or possession of, or sales from, or activity conducted
      on, or in connection with, such Leased Property or the leasing or use of such
      Leased Property or any part thereof by Tenant.

     

    “Initial
      Expiration Date” shall
      have the meaning set forth in Section 1.2. 

     

    “Insurance
      Premiums” shall have
      the meaning set forth in Section 14.2.

     

    “Insurance
      Requirements” shall
      mean all terms of any insurance policy required by this Lease with respect
      to
      the applicable Leased Property(ies) and all requirements of the issuer of any
      such policy.

     

    “Intangibles”
shall
      have the
      meaning set forth in Section
      1.1.3. 

     

    “Land”
shall
      have the meaning
      set forth in Section
      1.1.1.

     

    “Landlord
      Contraction” shall
      have the meaning set forth in Section 1.2.

     

    
      
        
        

      

      
        B-101

        
          

        

      

      
        
        

      

    

     

    “Landlord
      Indemnified Parties”
shall mean Landlord’s Affiliates and Landlord’s and its Affiliates’
agents, employees, owners, partners, members, managers, contractors,
      representatives, consultants, attorneys, auditors, officers and
      directors.

     

    “Landlord’s
      Personal Property”
shall have the meaning set forth in Section 1.1.4.

     

    “Landlord’s
      Representatives”
shall mean Landlord’s agents, employees, contractors, consultants,
      attorneys, auditors, architects and other representatives.

     

    “LaSalle”
shall
      mean the
      LaSalle Bank, National Association. LaSalle shall be deemed to be a Facility
      Mortgagee with respect to the LaSalle Financing.

     

    “LaSalle
      Excess Deposit” shall
      have the meaning set forth in Section 50.1.

     

    “LaSalle
      Financing” shall mean
      that certain loan in the original principal amount of $8,675,000.00 made by
      LaSalle to Landlord and secured by the Leased Land and the Leased Improvements,
      all as more particularly described in, and evidenced by, the LaSalle Loan
      Documents. Any mortgage, deed of trust or other security agreement relating
      to
      the LaSalle Financing shall be deemed to be a Facility Mortgage.

     

    “LaSalle
      Loan Documents” shall
      mean that certain Mortgage, Security Agreement and Assignment of Leases and
      Rents, and that certain Promissory Note, each dated as of August 12, 1998,
      and
      each as amended, modified, supplemented, restated or replaced from time to
      time,
      together with any UCC financing statement filed or recorded in connection
      therewith and any other instrument or agreement now or hereafter entered into
      in
      favor of LaSalle and relating to the LaSalle Financing.

     

    “LaSalle
      Reserve Payment”
shall have the meaning set forth in Section 50.1. 

     

    “LaSalle
      Reserves” shall have
      the meaning set forth in Section 50.1. 

     

    “LC
      Election” shall have the
      meaning set forth in Section
      3.4.2.

     

    “Lease”
shall
      have the meaning
      set forth in the preamble to the Lease. 

     

    “Lease
      Collateral” shall have
      the meaning set forth in Section 21.1.1.1.


     

    “Lease
      Guaranty” shall have
      the meaning set forth in the recitals to the Lease.

     

    “Lease
      Year” shall mean, (i)
      with respect to the Initial Term, the First Lease Year and each twelve (12)
      month period of the Term after the First Lease Year, and with respect to each
      Extended Term, shall mean each successive twelve (12) month period of such
      Extended Term, beginning with the first day of such Extended Term.

     

    “Leased
      Improvements” shall
      have the meaning set forth in Section 1.1.

     

    
      
        
        

      

      
        B-102

        
          

        

      

      
        
        

      

    

     

    “Leased
      Property” shall mean a
      parcel of Land, the Leased Improvements located thereon and the Intangibles
      and
      Landlord’s Personal Property associated therewith from time to time leased by
      Landlord to Tenant hereunder.

     

    “Leased
      Property Condition Report”
shall have the meaning set forth in Section 9.1.1.

     

    “Legal
      Requirements” shall
      mean, as to any Leased Property or Facility, all federal, state, county, parish,
      municipal and other governmental statutes, laws, rules, orders, regulations,
      guidelines, ordinances, judgments, decrees and injunctions affecting such Leased
      Property and/or Tenant’s Personal Property or the maintenance, construction,
      use, operation or alteration thereof, whether now or hereafter enacted and
      in
      force, including, without limitation, (i) Authorizations, (ii) building codes
      and zoning regulations and (iii) any statutes, laws, rules, orders, regulations,
      ordinances, judgments, decrees and injunctions that (1) require repairs,
      modifications or alterations in or to such Leased Property, (2) adversely affect
      the use thereof or (3) regulate the transport, handling, use, storage or
      disposal or require the cleanup or other treatment of any Hazardous
      Substances.

     

    “Lending
      Institution” shall
      mean any insurance company, federally insured commercial or savings bank,
      national banking association, savings and loan association, credit union,
      employees’ welfare, pension or retirement fund or system, corporate profit
      sharing or pension trust, college or university, endowment fund, REIT,
      investment bank, commercial credit lending corporation, or other institutional
      lender or financial enterprise, in each case acting on its own behalf or as
      agent on behalf of other Lending Institutions.

     

    “Letter
      of Credit” shall have
      the meaning set forth in Section 3.4.2.

     

    “Limited
      Termination Election”
shall have the meaning set forth in Section 17.2.

     

    “Litigation
      Costs” shall mean
      all actual, out-of-pocket costs incurred by Landlord or any Landlord Indemnified
      Parties in connection with the enforcement of any provision of this Lease and/or
      in connection with any third-party claim against Landlord, any Landlord
      Indemnified Parties or any Leased Property arising on account of or in
      connection with any default or Event of Default hereunder by Tenant, including,
      without limitation, costs incurred by Landlord or any Landlord Indemnified
      Parties in investigating, settling and/or prosecuting claims and for reasonable
      attorneys’ and legal assistant fees and expenses, court costs and fees and
      reasonable consultant and witness fees and expenses.

     

    “Losses”
shall
      mean all claims,
      demands, expenses, actions, judgments, damages, penalties, fines, liabilities,
      losses of every kind and nature, suits, administrative proceedings, costs and
      fees, including, without limitation, reasonable attorneys’ and reasonable
      consultants’ fees and expenses, and Environmental Costs.

     

    “Material
      Adverse Effect” shall
      mean, as to a particular Person or, in the case of clause (i) below, a
      particular Facility, any event or condition that (i) has a material adverse
      effect on the business, assets, properties, operations or financial condition
      on
      such Person or such Facility, (ii) materially impairs the ability of such Person
      to perform its obligations under this Lease or any Lease Guaranty, as
      applicable, or (iii) materially impairs the rights, remedies or benefits
      available to Landlord under this Lease or any Lease Guaranty; provided, however,
      that any event or
      condition will be deemed to have a "Material Adverse Effect" if such event
      or
      condition, when taken together with all other events and conditions occurring
      or
      in existence at such time (including all other events and conditions that,
      but
      for the fact that a representation, warranty or covenant is subject to a
      "Material Adverse Effect" exception or test, would cause such representation,
      warranty or covenant contained herein to be breached) would result in a
      "Material Adverse Effect", even though, individually, such event or condition
      would not do so.

     

    
      
        
        

      

      
        B-103

        
          

        

      

      
        
        

      

    

     

    “Medicaid”
shall
      mean that
      certain program of medical assistance, funded jointly by the federal government
      and the states for impoverished individuals who are aged, blind and/or disabled,
      and for members of families with dependent children, which program is more
      fully
      described in Title XIX of the Social Security Act (42 U.S .C. § § 1396 et seq.)
      and the regulations promulgated thereunder.

     

    “Medicare”
shall
      mean that
      certain federal program providing health insurance for eligible elderly and
      other individuals, under which physicians, hospitals, nursing facilities, home
      health care and other providers are reimbursed for certain covered services
      they
      provide to the beneficiaries of such program, which program is more fully
      described in Title XVIII of the Social Security Act (42 U.S.C. §§ 1395 et seq.)
      and the regulations promulgated thereunder.

     

    “Net
      Operating Income” shall
      mean, for any period, the amount by which Operating Revenue for such period
      exceeds Operating Expenses for such period.

     

    “New
      Lease” shall have the
      meaning set forth in Section
      40.1.

     

    “Notice”
shall
      mean any note,
      notice, or report of any suit, proceeding, investigation, order, consent order,
      injunction, writ, award, or action related to or affecting or indicating the
      treatment, storage, handling, disposal, generation, spill, release or discharge
      of any Hazardous Substances in, on, under, about or affecting any of the Leased
      Properties or any violation of Environmental Laws as they apply to any Leased
      Property.

     

    “Officer’s
      Certificate” shall
      mean a certificate of Tenant collectively, or each Tenant or Guarantor, as
      applicable, signed by the chairman of the board of directors, the president,
      the
      chief operating officer, the chief financial officer, the general counsel or
      the
      general partner or managing member, as applicable, of each Tenant in the case
      of
      a certificate of Tenant collectively, or of such particular Tenant or of
      Guarantor, as applicable, in the case of a certificate of an individual Tenant
      or Guarantor, as applicable.

     

    “Operating
      Expenses” shall
      mean, with respect to any or all of the Leased Properties, and without
      duplication, all costs and expenses incurred by Tenant, determined on an accrual
      basis, relating to the operation, maintenance, repair, use and management of
      such Leased Property(ies), including, without limitation, utilities, repairs
      and
      maintenance, insurance, Impositions, advertising expenses, payroll and related
      taxes, equipment lease payments and actual management fees, but excluding (i)
      Fixed Rent, (ii) depreciation, amortization and other non-cash expenses of
      the
      Leased Property(ies); provided, however, that such costs and expenses shall
      be
      subject to reasonable adjustment by Landlord to normalize such costs and
      expenses, and (iii) capital expenditures.

     

    
      
        
        

      

      
        B-104

        
          

        

      

      
        
        

      

    

     

    “Operating
      Revenue” shall mean
      all revenue derived from the operation of any or all of the Leased Properties
      or
      a Leased Property, as the case may be, and received by Tenant from whatever
      source, determined on an accrual basis, but excluding (i) sales, use and
      occupancy or other taxes on receipts required to be accounted for by Tenant
      to
      any Governmental Authority, (ii) non-recurring revenues as reasonably determined
      by Landlord (e.g. proceeds from a sale of assets or refinancing), (iii) Casualty
      Insurance Proceeds and Awards (other than business interruption or other loss
      of
      income insurance related to business interruption or loss of income for the
      Leased Property(ies) in question), and (iv) any proceeds from the permitted
      sale
      or refinancing of any Leased Property or recapitalization of the applicable
      Tenant(s). In addition, if required by Landlord, revenue accrued but not paid
      in
      cash during an accounting period shall be adjusted for an allowance for doubtful
      accounts in a manner consistent with historical net realizable
      value.

     

    “Operational
      Transfer” shall
      have the meaning set forth in Section 37.1.2. 

     

    “Operator
      Reports” shall have
      the meaning set forth in Section 8.2.3.4.

     

    “Other
      Leases” shall mean the
      following that are from time to time in existence: (i) any lease (other than
      this particular Lease) of any of the properties commonly known as Farm Pond
      or
      Whitehall that was entered into by Ventas Realty, Limited Partnership or any
      of
      its Affiliates pursuant to the Term Sheet Letter and (ii) any lease that is
      derivative from this Lease or any of the leases referenced in subsection (i)
      above (e.g. a New Lease entered into (x) pursuant to Section 40 of this Lease or
Section
      40 of one of
      such other leases referenced in subsection (i) above or (y) pursuant to Section 40 of a New Lease
      derived from a previously entered into New Lease).

     

    “Overdue
      Rate” shall mean, on
      any date, a rate equal to four percent (4%) per annum above the Prime Rate,
      but
      in no event greater than the maximum rate then permitted under applicable law.
      Interest at the aforesaid rates shall be determined for actual days elapsed
      based upon a 360 day year.

     

    “Patient
      Revenues” shall mean
      revenues generated from the sale of goods or services at or through the
      Premises, whether by Tenant or any subtenant or licensee of Tenant, or any
      other
      party, which revenues are primarily derived from services provided to patients
      (including, without limitation, revenues received or receivable for the use
      of
      or otherwise by reason of all rooms, beds and other facilities provided, meals
      served, services performed or goods sold at the Premises, but excluding revenues
      received by Tenant as rent or other consideration from the permitted assignment
      of this Lease or any part thereof or a permitted sublease of any Leased
      Property(ies) or any part thereof), and which revenues shall be measured and
      computed using substantially the same methodology as during the period
      commencing on January 1, 2002 and ending on December 31, 2002 and net of
      contractual adjustments of governmental and other third party
      payors.

     

    
      
        
        

      

      
        B-105

        
          

        

      

      
        
        

      

    

     

    “Permitted
      Encumbrances” shall
      mean (i) all easements, covenants, conditions, restrictions, agreements and
      other matters with respect to the Premises that are of record as of the
      Commencement Date; (ii) all easements, covenants, conditions, restrictions,
      agreements and other matters with respect to the Premises, whether or not of
      record, that are executed by Tenant or
      approved or consented to by Tenant; (iii) any easements, covenants, conditions,
      restrictions or utility agreements entered into by Landlord with respect to
      a
      Leased Property after the Commencement Date; (iv) any agreement required
      pursuant to any Legal Requirement entered into by Landlord with respect to
      a
      Leased Property after the Commencement Date; (v) any real estate taxes,
      assessments and other governmental levies, fees or charges imposed with respect
      to a Leased Property(ies) that are not yet due and payable; (vi) any zoning,
      building codes and other land use laws regulating the use or occupancy of any
      Leased Property(ies); (vii) occupancy rights of residents and patients of the
      Facilities; and (viii) any other matters affecting title to the Premises or
      any
      portion thereof caused by Tenant or its assignees or sublessees or their
      respective agents or employees.

     

    “Permitted
      Exceptions” shall
      have the meaning set forth in Exhibit H.

     

    “Person”
shall
      mean any
      individual, sole proprietorship, corporation, general partnership, limited
      partnership, limited liability company, joint venture, association, joint stock
      company, bank, trust, estate, unincorporated organization, Governmental
      Authority, endowment fund or other form of entity.

     

    “Plans
      and Specifications”
shall have the meaning set forth in Section 11.2.1. 

     

    “Policy”
and
“Policies”
shall
      have the
      meanings set forth in Section
      14.2.

    “

    Portfolio
      Coverage Ratio”
shall mean the ratio of (i) the Cash Flow for all of the Facilities
      including all Facilities (as defined in the Other Leases) for the applicable
      period; to (ii) Fixed Rent, and all other debt service and lease payments,
      relating to such Facilities, for the applicable period (and, for the purpose
      of
      calculating the applicable Portfolio Coverage Ratio with respect to any period
      prior to the Commencement Date, the Fixed Rent for the Facilities for any period
      prior to the Commencement Date shall be assumed to have accrued and been payable
      by Tenant at the same annual rate of Fixed Rent that is applicable to the
      Facilities as of the Commencement Date).

     

    “Premises”
shall
      mean all of
      the Land, the Leased Improvements, the Intangibles and Landlord’s Personal
      Property from time to time leased hereunder by Landlord to Tenant.

     

    “Primary
      Intended Use” shall
      mean, as to each Facility, the type of healthcare facility corresponding to
      such
      Facility on Schedule 1
attached hereto.

     

    “Prime
      Rate” shall mean, on any
      date, a rate equal to the annual rate on such date reported in The Wall Street
      Journal to be the “prime rate.”

     

    “Prior
      Period Fixed Rent” shall
      mean, for any Lease Year, the annual rate of Fixed Rent that was in effect
      immediately prior to the commencement of such Lease Year. By way of illustration
      only, the Prior Period Fixed Rent applicable to Lease Year 4 shall equal the
      annual rate of Fixed Rent that was in effect as of the end of Lease Year
      3.

     

    “Prior
      Period Patient Revenues”
shall mean, for any Lease Year, the Patient Revenues for all of the
      Leased Properties that are subject to this Lease as of the commencement of
      such
      Lease Year for the period commencing two (2) months prior to the commencement
      of
      the preceding
      Lease Year and ending twelve (12) months later. By way of illustration only,
      if
      the Prior Period Patient Revenues were being determined for the Lease Year
      commencing as of August 1, 2009 and expiring July 31, 2010, the Prior Period
      Patient Revenues applicable to such Lease Year would be determined on the basis
      of the Patient Revenues for the Leased Properties subject to this Lease as
      of
      August 1, 2009 for the period commencing as of June 1, 2008 and ending May
      31,
      2009.

     

    
      
        
        

      

      
        B-106

        
          

        

      

      
        
        

      

    

     

    “Property
      Collateral” shall
      have the meaning set forth in Section 21.1.1.

     

    “Property
      Removal Date” shall
      have the meaning set forth in Section 17.9. 

     

    “Property
      Transfer Date” shall
      have the meaning set forth in Section 40.1.

     

    “Provider
      Agreements” shall
      mean any agreements under which healthcare facilities are eligible to receive
      payment under any Third Party Payor Program from Governmental Authorities or
      non-public entities.

     

    “Rating
      Agencies” shall mean
      each of S&P, Moody’s and Fitch or any other nationally recognized
      statistical rating agency that has been designated by Landlord.

     

    “RCRA”
shall
      mean the Resource
      Conservation and Recovery Act and the Comprehensive Environmental Response,
      Compensation and Liability Act, in either case as amended from time to
      time.

     

    “Reimbursement
      Period” shall
      have the meaning set forth in Section 37.3.3. 

     

    “REIT”
shall
      mean a real estate
      investment trust.

     

    “REIT
      Requirements” shall have
      the meaning set forth in Section 34. 

     

    “Rent”
shall
      mean,
      collectively, Fixed Rent and Additional Rent.

     

    “Rent
      Escalation Condition”
shall mean, as to any Lease Year, that the Prior Period Patient Revenues
      determined for such Lease Year equal or exceed fifty percent (50%) of the
      Adjusted Base Year Patient Revenues determined on the basis of those Leased
      Properties that are subject to this Lease during the period for which the Prior
      Period Patient Revenues are determined. By way of illustration only, for
      purposes of determining whether the Rent Escalation Condition has been satisfied
      for the Lease Year commencing as of August 1, 2009 and expiring as of July
      31,
      2010, the Prior Period Patient Revenues for the period commencing as of June
      1,
      2008 and ending as of May 31, 2009 would be compared to the Adjusted Base Year
      Patient Revenues determined on the basis of those Leased Properties that are
      subject to this Lease during such Prior Period Patient Revenues period to
      determine whether such Prior Period Patient Revenues equal or exceed fifty
      percent (50%) of the Adjusted Base Year Patient Revenues.

     

    “Required
      Leased Property Annual
      Capital Expenditures Amount” shall have the meaning set forth in Section 11.3.1.

     

    
      
        
        

      

      
        B-107

        
          

        

      

      
        
        

      

    

     

    “Required
      Leased Property Three Lease
      Years Capital Expenditures Amount” shall have the meaning set forth in
Section
      11.3.1.

     

    “Required
      Number of Months”
shall mean 6 initially and shall be subject to adjustment pursuant to
      Section
      3.4.4.

     

    “Required
      Per Unit Annual Capital
      Expenditures Amount” shall mean an amount per Unit that Tenant is
      required to expend on Capital Expenditures equal to $350.00 per Unit per Lease
      Year or such greater amount as Landlord may from time to time reasonably require
      by written notice from Landlord to Tenant.

     

    “Reserve
      Event” shall have the
      meaning set forth in Section
      8.2.3.1.

     

    “Restoration
      Plans and Specifications”
shall have the meaning set forth in Section 15.4.1.

     

    “SEC”
shall
      mean the Securities
      and Exchange Commission or any successor thereto. 

     

    “Section
      39 Date” shall have
      the meaning set forth in Section 39.

     

    “Section
      39 Lease” shall have
      the meaning set forth in Section 39.

     

    “Security
      Amount” shall have
      the meaning set forth in Section 3.4.1.

     

    “Security
      Deposit” shall have
      the meaning set forth in Section 3.4.1.

     

    “Subject
      Lease Year” shall have
      the meaning set forth in Section 11.3.1. 

     

    “Subject
      Three Lease Years”
shall have the meaning set forth in Section 11.3.1. 

     

    “Successor
      Operator” shall have
      the meaning set forth in Section 37.1.2. 

     

    “Summerville”
shall
      have the
      meaning set forth in Section
      24.1.2.

     

    “Tenant”
shall
      have the meaning
      set forth in the preamble to the Lease. 

     

    “Tenant
      Org Docs” shall have
      the meaning set forth in Section 10.1.

     

    “Tenant
      Parties” shall mean any
      Tenant’s agents, employees, Affiliates, invitees, visitors, patients,
      contractors, subcontractors, physicians, licensees, officers, directors,
      representatives and comparable parties.

     

    “Tenant’s
      Personal Property”
shall mean all motor vehicles, machinery, equipment, furniture,
      furnishings, inventory, supplies, movable walls and partitions, computers and
      trade fixtures and all other personal property, now owned or hereafter acquired
      by Tenant and located, or used in Tenant’s business, on the applicable Leased
      Property, including, without limitation, all modifications, replacements,
      alterations and additions to such personal property, except items, if any,
      included within the definition of Fixtures.

     

    
      
        
        

      

      
        B-108

        
          

        

      

      
        
        

      

    

     

    “Tenant’s
      Proportionate Share”
shall mean each Tenant’s allocable share of the Rent obligations set
      forth hereunder, which Tenant’s Proportionate Share is expressed as a percentage
      and set forth on Schedule 2
attached hereto and
      made a part hereof and subject to adjustment as
      described in Sections 17.9, 39
and 40.

     

    “Term”
shall
      have the meaning
      set forth in Section
      1.2.

     

    “Terminated
      Lease Properties”
shall have the meaning set forth in Section 17.2. 

     

    “Term
      Sheet Letter” shall have
      the meaning set forth in the recitals to the Lease. 

     

    “Test
      Period” shall have the
      meaning set forth in Section
      8.2.5.

     

    “Third
      Party Payor Programs”
shall mean any third party payor programs pursuant to which healthcare
      facilities qualify for payment or reimbursement for medical or therapeutic
      cure
      or other goods or services rendered, supplied or administered to any admittee,
      occupant, resident or patient by or from any Governmental Authority, bureau,
      corporation, agency, commercial insurer, non-public entity, “HMO,” “PPO” or
      other comparable party.

     

    “Transfer
      Authorization” shall
      have the meaning set forth in Section 37.1.2. 

     

    “Transferred
      Premises” shall
      have the meaning set forth in Section 40. 

     

    “Transition
      Notice” shall have
      the meaning set forth in Section 37.1.1. 

     

    “Transition
      Property” shall
      have the meaning set forth in Section 37.1.1. 

     

    “UCC”
shall
      have the meaning
      set forth in Section
      11.3.2.

     

    “Unit”
shall
      mean a living unit
      within a Facility, regardless of the number of patients or residents living
      therein.

     

    “Unsuitable
      For Its Primary Intended
      Use” shall mean a state or condition of the Facility(ies) located at the
      applicable Leased Property such that, by reason of Casualty or Condemnation,
      in
      the reasonable judgment of Landlord, such Facility(ies) cannot be operated
      for
      its (their) primary intended use(s) taking into account, among other relevant
      factors, the number of usable beds affected by such Casualty or Condemnation;
      provided, however
      that such Facility(ies) shall not be deemed to be “Unsuitable For Its
      Primary Intended Use” if such Facility(ies) can, within eighteen (18) months
      after the occurrence of such Casualty or Condemnation, be restored to
      substantially the same state and condition as existed immediately prior to
      such
      Casualty or Condemnation.

     

    “Work”
shall
      have the meaning
      set forth in Section
      15.4.1.

     

    
B-109