ex102chifeesimple







FEE SIMPLE FORM             51206446.7         PURCHASE AND SALE AGREEMENT      is made and entered into as of   April 5, 2016   by and between   THE SELLER ENTITIES LISTED ON EXHIBIT A, collectively Seller   and   PHYSICIANS REALTY L.P., as Buyer     





 







    F-2    51206446.7   TABLE OF CONTENTS   Page   1. PURCHASE AND SALE OF PROPERTY ...........................................................................5   2. PURCHASE PRICE ...............................................................................................................6   3. BUYER’S INSPECTION AND REVIEW RIGHTS .............................................................7   4. DEED ......................................................................................................................................9   5. CLOSING ...............................................................................................................................9   6. CLOSING DOCUMENTS .....................................................................................................9   7. CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS REGARDING CLOSING11   8. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION REGARDING CLOSING 11   9. CLOSING COSTS AND PRORATIONS ............................................................................11   10. REPRESENTATIONS AND WARRANTIES OF SELLER ...............................................13   11. REPRESENTATIONS AND WARRANTIES OF BUYER ................................................16   12. INTENTIONALLY OMITTED ...........................................................................................17   13. TITLE TO THE LAND AND THE IMPROVEMENTS .....................................................17   14. RISK OF LOSS.....................................................................................................................18   15. EMINENT DOMAIN ...........................................................................................................19   16. NO OTHER REPRESENTATIONS ....................................................................................19   17. NO ATTORNEY-CLIENT RELATIONSHIP/NO TAX ADVICE .....................................20   18. NOTICES ..............................................................................................................................21     





 







    -3-    51206446.7   19. BROKER’S FEES ................................................................................................................21   20. BINDING AGREEMENT ....................................................................................................21   21. DEFAULT AND REMEDIES ..............................................................................................21   22. ERISA REPRESENTATION ...............................................................................................22   23. PARTIAL INVALIDITY .....................................................................................................22   24. AUTHORITY COUNTERPARTS .......................................................................................22   25. GOVERNING LAW .............................................................................................................22   26. ENTIRE AGREEMENT .......................................................................................................22   27. ASSIGNMENTS...................................................................................................................22   28. COOPERATION WITH S-X 3-14 AUDIT ..........................................................................23   29. CONSTRUCTION ................................................................................................................23   30. ANTI-TERRORISM .............................................................................................................23      EXHIBITS      Exhibit A  Seller Entities and Addresses ..................................................................................A-1   Exhibit B  Description of Land .................................................................................................B-1   Exhibit C  Space Lease .............................................................................................................C-1   Exhibit D  Third Party Leases Rent Roll ..................................................................................D-1   Exhibit E  Form of Deed.. .........................................................................................................E-1      Exhibit F  Form of Assignment and Assumption of Third Party Leases.......................... F-1       Exhibit G  Form of Notice to Tenants................................................................. G-1      Schedule 1  List of Personal Property................................................................Sch-1       Schedule 2  List of Approval and Non-Approval Properties......................................Sch-2     





 







    -4-    51206446.7      Schedule 3  Purchase Price Allocations............................................................Sch-3      Schedule 4  Due Diligence Objections.............................................................Sch-4      Schedule 5  Seller States of Organization.........................................................Sch-5      Schedule 6  Cap Ex Credits and Lease Adjustment Credits......................................Sch-6     





 







    -5-    51206446.7   PURCHASE AND SALE AGREEMENT   THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered   into as of the date of last signature by the parties hereto (the “Effective Date”), and is by and   between THE SELLER ENTITIES LISTED ON EXHIBIT A ATTACHED HERETO, with the   addresses set forth on Exhibit A attached hereto (collectively “Seller”), and Physicians Realty   L.P., a Delaware limited partnership, having an address of 309 North Water Street, Suite 500,   Milwaukee, Wisconsin 53202 (“Buyer”).   W I T N E S S E T H:   1. PURCHASE AND SALE OF PROPERTY.  Seller agrees to sell, convey and/or   assign and Buyer agrees to purchase and/or take by assignment, on the terms and conditions   hereinafter set forth, all of Seller’s right, title and interest in and to that certain building and all   other structures, improvements, parking areas, landscaping improvements and other amenities   (collectively, the “Improvements”) situated on and together with those certain tracts or parcels   of land more particularly described on Exhibit B attached hereto (collectively the “Land”), with   common names and street addresses as contained on Exhibit A, and subject to and including the   following;   a. subject to the terms of (i) a space lease with Seller (or Seller’s designee) as   tenant for the premises currently occupied by Seller (or its affiliate) to be leased back by   Seller at Closing, such lease to be in the form substantially the same as Exhibit C (the   “Space Lease”), and (ii) all third party leases as further described in the rent roll attached   as Exhibit D an incorporated herein by reference (the “Third Party Leases”);   b. including all rights, privileges, and easements appurtenant to the   Improvements, including all water and air rights, rights of way, roadways, parking areas,   roadbeds, drainage rights, alleyways or other appurtenances used in connection with the   Improvements and the Land; and   c. including all personal property, if any, now owned or hereafter acquired   by the Seller and located on or to be located on or in or used in connection with the   Improvements or the Land (collectively, the “Personal Property”). Buyer and Seller   acknowledge and agree that the Personal Property to be conveyed with the Franciscan   Health Port Clinic in Tacoma, Washington (described as item 1 on Exhibit A) is itemized   and valued as specifically set for in the attached Schedule 1.    The leasehold interests the Space Lease and the Third Party Leases, the fee interest in the   Land, the Improvements and the Personal Property, and the rights and privileges described above   are collectively referred to herein as the “Property” or the “Properties.”   Notwithstanding the foregoing or anything in this Agreement to the contrary, Buyer and   Seller hereby acknowledge and agree that the sale of certain Properties (the “Approval   Properties”) requires approval from Catholic Health Care Federation (the “Approval”) and that   the sale of certain other Properties, does not require the Approval (the “Non-Approval   Properties”), all as more particularly described on Schedule 2 attached hereto.  As of the     





 







    -6-    51206446.7   Effective Date, Buyer and Seller acknowledge that Seller has not received the Approval to sell   the Approval Properties.  Accordingly, upon prior written notice from Buyer to Seller, Seller   hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, the Non-   Approval Properties expressly set forth in Buyer’s written notice (the “Initial Sale Properties”)   for the aggregate Purchase Price (as defined in Section 2 below) allocated to the Initial Sale   Properties, on or before the date that is fifteen (15)  days after the date of Seller’s receipt of   Buyer’s written notice (the “Initial Closing Date”), unless otherwise mutually agreed in writing   by Buyer and Seller, on the terms and conditions set forth in this Agreement.  Seller shall have a   continuing obligation to sell the remaining Properties (Approval Properties and Non-Approval   Properties) to Buyer, and Buyer shall have a continuing obligation to purchase from Seller the   remaining Properties, subject to the following and in accordance with the terms and conditions   set forth in this Agreement:   (i) Seller shall use its best efforts to receive the Approval to sell the Approval   Properties on or before May 15, 2016 (the “Approval Deadline”).     (ii) In the event that Seller has not obtained Approval by the Approval   Deadline then such deadline shall be extended to June 30, 2016 (the “Final Approval   Deadline”).  If Seller has not received the Approval to sell the Approval Properties on or   before the Final Approval Deadline, then the parties may, by mutual written amendment,   extent the Final Approval Deadline an additional thirty (30) days (the “Extended Final   Approval Deadline”). In the event that the Approval is not obtained by the Final   Approval Deadline, or if applicable the Extended Final Approval Deadline, this   Agreement shall automatically terminate without any further action by Buyer or Seller, in   which event, (i) the Deposit shall be refunded to Purchaser, (ii) Seller shall pay to Buyer   as a break-up fee the sum of Two Million Four Hundred Sixty-Three Thousand Fifty-Six   and 00/100 Dollars ($2,463,056.00) (the “Break-Up Fee”) no later than fifteen (15)   business days after the date that this Agreement is terminated, which obligation shall   survive termination of this Agreement, and (iii) the Parties shall have no further rights or   obligations under this Agreement except for those that are expressly provided in this   Agreement to survive the termination hereof.   (iii) The payment of the Break-Up Fee by Seller to Buyer shall be deemed to   be liquidated damages for Seller’s failure to obtain the Approval as set forth herein.  The   Parties agree that it would be impracticable and extremely difficult to ascertain the actual   damages suffered by Buyer as a result of Seller’s failure to obtain the Approval and   complete the sale of all of the Properties pursuant to this Agreement, and that under the   circumstances existing as of the date of this Agreement, the liquidated damages provided   for in this Section represent a reasonable estimate of the damages that Buyer will incur as   a result of such failure.  The Parties acknowledge that the payment of such liquidated   damages is not intended as a forfeiture or penalty under any legal or equitable theory, but   is intended to constitute liquidated damages to Buyer.   2. PURCHASE PRICE.  Buyer, in consideration of the covenants and agreements   of Seller, hereby agrees to pay to Seller the sum of One Hundred Ninety-Three Million Six   Hundred Ten Thousand and 00/100 Dollars ($193,610,000.00) (the “Purchase Price”), allocated     





 







    -7-    51206446.7   to each Property as set forth on Schedule 2 attached hereto, in cash, to be paid in immediately-   available funds by wire transfer at Closing (as hereinafter defined) payable as follows:   a. by cash or immediately available funds, or by check subject to collection,   to the order of Stewart Title Company (referred to herein as “Escrow Agent” or “Title   Company”) located at Commercial Services, 10 S. Riverside Plaza, Suite 1450, Chicago,   Illinois 60606, in the amount of One Million Six Hundred Eighty-Two Thousand Eight   Hundred Twenty-One and 00/100 ($1,682,821.00) (the “Deposit”), upon the execution   and delivery of this Agreement by Buyer to Seller to be held in accordance with the terms   of this Agreement and Escrow Agent’s standard escrow instructions.  The Deposit shall   be non-refundable upon the expiration of the Due Diligence Period (as hereinafter   defined) except as expressly provided in this Agreement; and   b. by federal wire transfer of immediately available funds for the balance of   the Purchase Price, subject to adjustment as hereinafter provided, on the Closing Date.   3. BUYER’S INSPECTION AND REVIEW RIGHTS.     a. Prior to the execution and delivery hereof, Seller has delivered to Buyer   the following documents relating to the Property to the extent in Seller’s possession or   control, or to the extent Seller is responsible for delivering under this Agreement:   i. copies of the Third Party Leases as amended, together with any   related memoranda of lease;   ii. copies of the Title Reports (as defined in Paragraph 13(b) below,   underlying title-related documents, zoning reports, certificates of occupancy and   current surveys or survey updates;   iii. copies of the most recent environmental reports relating to the   Property to the extent in Seller’s possession;   iv. copies of existing property and liability insurance policies, if any,   to the extent in Seller’s possession;   v. copies of the operating statements for the Property for the current    year-to-date and the previous year;   vi. a copy of the operating budget for the current year, together with   copies of the operating budget and reconciliations for the previous year;   vii. a current rent roll for the Property (the “Rent Roll”);   viii. copies of all service contracts (including property management   agreements) that will be binding on Buyer and/or affect the Property after   Closing; and     





 







    -8-    51206446.7   ix. copies of all governmental permits and licenses necessary for the   ownership, construction/renovation and operation of the Property, including, but   not limited to, building plans, building permits, occupational licenses and   business operating permits, to the extent in Seller’s possession.   All of the above-listed documents are hereinafter collectively referred to as the   “Inspection Documents.”   b. Buyer hereby waives all due diligence activities and related rights and   obligations as described in this Agreement regarding all of the Properties with the   exception of those items described on the attached Schedule 3 (   “Due Diligence Items”).     For the purposes of this Agreement “Due Diligence Period”   shall mean the period from the Effective Date to the close of business on the date that is   three (3) business days prior to the Initial Closing Date or the Closing Date, as the case   may be, for further review, inquiries, examinations and inspections of the Inspection   Documents and to enter upon the Property to inspect the physical condition of the same,   as it shall deem necessary, with respect to the Due Diligence Items; provided, however,   that (i) any such inspection shall be subject to the rights of Tenant and shall not interfere   with the conduct of business at the Property, (ii) any such inspection or related activities   shall not damage the Property, (iii) Buyer shall indemnify and hold Seller harmless from   and against: any and all claims or damages resulting from activities of Buyer (or its   agents, employees, consultants or representatives) on the Property and Buyer shall, and   shall cause its third-party consultants to, insure against the same and provide evidence   thereof to Seller before undertaking any physical inspection of the Property, (iv) Buyer   shall promptly repair any and all damage caused in whole or in part, by Buyer (or its   agents, employees, consultants or representatives) and return the Property to the   condition prior to such damage, and (v) Buyer shall give Seller reasonable prior written   notice before entering the Property (or any portion thereof) and Seller may have a   representative present during any such inspections.  Prior to the expiration of the Due   Diligence Period, Buyer may, in its sole discretion, remove any of the Properties related   to the Due Diligence Items from the Properties to be purchased according to this   Agreement, for any reason or no reason at all, and the Escrow Agent shall promptly   return the pro-rata portion of the Deposit plus accrued interest to Buyer.  The provisions   of this subparagraph (b) shall survive the Closing or early termination of this Agreement.   c. In the event that Buyer does not remove any of the Properties related to   the Due Diligence Items during the Due Diligence Period then Buyer shall be deemed to   have reviewed and accepted the Due Diligence Items, the Inspection Document and   completed its investigation of all Properties, the Third Party Leases and all other matters   relating to the Property.   d. Obligations of the Seller.  Buyer acknowledges the existence of the   obligations of the Seller under the Third Party Leases and, provided that the transactions   contemplated by this Agreement (the “Transaction”) close in accordance with the terms   of this Agreement, agrees to accept the Property subject to all the terms and conditions   contained in the Third Party Leases and to assume all of Seller’s obligations under the   Third Party Leases from and after the Closing Date.  To the extent there are any leasing     





 







    -9-    51206446.7   commissions, tenant improvement allowances, construction-related obligations or any   other concessions outstanding as of the Closing, Seller shall make such payment(s) in the   form of a credit(s) against the Purchase Price in favor of Buyer.   e. Tenant Estoppels.  Seller shall use commercially reasonable efforts to   obtain and deliver to Buyer prior to Closing a written estoppel certificate from all tenants   under the Third Party Leases for premises consisting of 5,000 square feet or greater, and   all tenants under the Third Party Leases with five (5) years or greater remaining in the   lease term, in the form as required pursuant to the terms of the Third Party Leases or such   other customary and reasonable form.   f. New Leases.  From and after the Effective Date, all leases not currently   listed as Third Party Leases (“New Leases”) that have been presented to Buyer by Seller   and have been approved by Buyer, related to any of the Properties, whether executed or   not executed as of the Effective Date, shall be the responsibility of Buyer. Such   responsibility for such New Leases shall include, but is not limited to, payment of all   costs, such as funding of tenant improvements, payment of any sales commissions, and   similar items.  Notwithstanding the foregoing, Buyer’s obligations for New Leases shall   not apply to the Property described as Springwoods Medical Condominium in item 11 on   Exhibit A.    4. DEED.  Prior to Closing, Seller agrees to deposit in escrow one special warranty   deed (the “Deed”), substantially in the form attached hereto as Exhibit E, conveying title to the   Land and the Improvements to Buyer, subject only to the Permitted Exceptions (as defined in   Paragraph 12 herein).   5. CLOSING.  The consummation of the transfer by Seller to Buyer (the “Closing”)   of the Initial Sale Properties shall take place through escrow at the offices of Escrow Agent on   the Initial Closing Date.  The Closing of the remaining Properties shall take place through   escrow at the offices of Escrow Agent on the date that is five (5) business days after Seller’s   receipt of the Approval (the “Closing Date”); provided, however, that if all conditions to Closing   have been satisfied, but the wired Purchase Price is delayed beyond close of business on the   Closing Date, the Closing shall occur on the immediately following business day and Seller shall   receive the benefit of prorated rent incurred in connection with such delay; provided further that   no such delay shall occur more than once.  TIME BEING OF THE ESSENCE WITH RESPECT   TO THE CLOSING DATE.   6. CLOSING DOCUMENTS.   a. At Closing, Seller shall deliver to Escrow Agent the following:   i. the Deed, duly executed and acknowledged;   ii. four (4) executed duplicate originals of the Space Lease;    iii. four (4) executed duplicate originals of an assignment and   assumption of lease for the Third Party Leases in the form attached hereto as   Exhibit F;     





 







    -10-    51206446.7   iv. a certification in a form reasonably acceptable to Buyer, that Seller   is not a “foreign person” within the meaning of Section 1445 of the Internal   Revenue Code of 1986, as amended;   v. such documents as the Title Company may reasonably request to   evidence Seller’s good standing and authority to do business in the State of   location of the Property as described on Schedule 1, and authority to execute and   perform under this Agreement;   vi. to the extent in Seller’s possession, original counterparts of the   Third Party Leases, and any related memorandum of lease;   vii. notice to tenants notifying tenants under the Third Party Leases of   the Transaction in the form annexed hereto as Exhibit G;   viii. an executed closing statement, in a form reasonably acceptable to   Buyer;   ix. a standard form seller title affidavit reasonably acceptable to Seller   as necessary for the title company’s issuance of Buyer’s owner’s title policy;   x. A bill of sale; quitclaim in nature and without warranty other than   as to title, conveying and assigning to Buyer Seller’s right, title and interest, in the   Personal Property, if any; free and clear of any liens or encumbrances except the   Permitted Exceptions; and   xi. all other documents reasonably necessary to effectuate the   transaction.   b. At closing, Buyer shall deliver to Escrow Agent the following:   i. the balance of the Purchase Price (pursuant to the terms of   Paragraph 1 hereof);   ii. four (4) executed duplicate originals of an assignment and   assumption of the lease for the Third Party Leases in the form attached hereto as   Exhibit F;   iii. authorization acceptable to Escrow Agent to release the Deposit to   Seller;    iv. documents in recordable form to complete and amend according to   applicable state statutes the condominium regimes for the Jewish OCC   Condominium described in item 2 on Exhibit A, and Springwoods Medical   Condominium described in item 11 on Exhibit A; and     





 







    -11-    51206446.7   v. such other documents described in this Agreement to be executed   by Buyer and such other documents and papers which may be reasonably   necessary to the consummation of the Transaction.   7. CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS   REGARDING CLOSING.  In addition to any other conditions set forth in this Agreement,   Buyer’s obligation to consummate the Transaction is contingent upon the following conditions,   any of which may be waived by Buyer:   a. with the exception of de minimis changes required to make corrections in   the Third Party Leases (which shall not increase Buyer’s liabilities, or reduce Buyer’s   rights thereunder) or to change the address of a party, there shall have been no material   changes in the Third Party Leases;   b. Seller’s representations and warranties in this Agreement shall be true and   correct in all material respects as of the Closing;   c. Seller shall have performed its obligations under this Agreement and   delivered to Buyer all of the documents described in Paragraph 6(a) of this Agreement;   and   d. There shall have been no material change in the condition of the Property   from the expiration of the Due Diligence Period until the Closing Date (normal wear and   tear, casualty and condemnation excepted).   8. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION REGARDING   CLOSING.  In addition to any other conditions set forth in this Agreement, Seller’s obligation   to consummate the Transaction is contingent upon the following conditions, any of which may   be waived by Buyer:   a. Buyer’s representations and warranties in this Agreement shall be true and   correct in all material respects as of the Closing; and   b. Buyer shall have performed its obligations under this Agreement and   delivered to Seller all of the items and documents described in Paragraph 6(b) of this   Agreement.   9. CLOSING COSTS AND PRORATIONS.     a. Closing Costs.  Buyer shall pay the premium for Buyer’s owner’s policy   of title insurance for the Property.  Escrow fees payable to Escrow Agent shall be payable   by Buyer.  Buyer shall be responsible for the cost of any endorsements or extended   coverage in connection with its owner’s policy of title insurance.  All charges and   expenses relating to any loan secured by the Improvements obtained by Buyer (including,   any lender policy of title insurance) shall be payable by Buyer.  Seller shall pay for any   transfer taxes relating to the transfer of the Property and the recordation of the Deed.    Seller, at its cost, shall provide a survey of the Land, to be delivered to Buyer no later   than commencement of the Due Diligence Period. All other charges and expenses     





 







    -12-    51206446.7   relating to the Transaction, except as otherwise  expressly set forth in this Paragraph 9(a),   including but not limited to, Buyer’s diligence costs, shall be payable by Buyer.  Each   party shall pay its own legal expenses and attorneys’ fees.   b. Proration.  Base Rent and Additional Rent (as defined in the Third Party   Leases) due under the Third Party Leases shall be apportioned as, of 11:59 p.m. on the   Closing Date. If Additional Rent is estimated as of the Closing Date, Buyer and Seller   agree to a “true up” based on actual Additional Rent figures, and a final proration thereof,   pursuant to Paragraph 9(e) below.    c. Capital Expenditures; Tenant Improvement Allowances.     i. Buyer and Seller acknowledge and agree that Buyer shall receive   certain credits against the Purchase Price as listed on Schedule 6 that shall be used   by Buyer to perform certain deferred maintenance and/or other capital   improvements at certain Properties after Closing (the “Cap Ex Credits”).  Prior   to Closing, Buyer and Seller shall mutually agree on an allocation of the Cap Ex   Credits to the capital improvements at the Properties, to the extent the Cap Ex   Credits do not apply to a specific Property as listed on Schedule 6, and Buyer and   Seller shall mutually agree upon a schedule for the performance of all such capital   improvements.   ii. Buyer and Seller acknowledge and agree that Buyer shall receive   certain other credits against the Purchase Price with respect to certain Properties   as listed on Schedule 6 as “Lease Adjustment Credits.”   iii. Buyer and Seller acknowledge and agree that each of the Space   Leases entered into by Buyer and Seller shall include a tenant improvement   allowance of Four and 00/100 Dollars ($4.00) per rentable square foot of space   leased by Seller, which for the six hundred fifty-two thousand one hundred forty-   four (652,144) of rentable square feet of space in the Properties is the aggregate   sum of Two Million Six Hundred Eight Thousand Five Hundred Seventy-Six and   00/100 Dollars ($2,608,576.00).   iv. Buyer and Seller acknowledge and agree that Buyer has agreed to   perform and/or pay for certain additional tenant improvement work at the   following Properties in the following amounts:   (a) St. Joseph Office Park Condominiums (Item 3, Exhibit A):    Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00); and   (b) Springwoods Medical Condominium (Item 11, Exhibit A):    One Million Four Hundred Three Thousand and 00/100 Dollars   ($1,403,000.00).   d. Real Estate Taxes.  If a Property is not tax-exempt, all general real estate   and personal property taxes shall be prorated through the day before the Closing based on   the taxes for the year that the Closing is in, if known, otherwise on the prior year’s taxes.     





 







    -13-    51206446.7   Seller shall be responsible for all real estate taxes through the day prior to the Closing. In   the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes   when the taxes for the current year are known, and the parties agree to make such   payment between themselves to effectuate such reproration.  Assessments of any kind   (general, special or otherwise) levied or to be levied, if any, for work on site actually   commenced or announced (by either a private individual or entity or a governmental   entity) prior to Closing shall be prorated at Closing.  All other assessments shall be paid   by Buyer if this transaction is consummated.   e. Utility Charges.  All utility charges, including, but not limited to, sewer,   water, electricity, gas, telephone and other private and municipal charges (collectively   “Utility Charges”) shall be prorated through the day before the Closing.  Seller shall be   responsible for obtaining all necessary billing information for the Utility Charges in order   to accurately reflect the same on the Closing Statement.   f. Reconciliation.  Within one hundred eighty (180) days after Closing,   Buyer and Seller shall reconcile all of the foregoing payments and prorations based on   actual bills or invoices received after the Closing, but only if the prorations or payments   were based on an estimate and not actual current bills or invoices.  Any party owing to   the other party any amount ascertained by the required reconciliations shall promptly, but   in no event later than fifteen (15) business days after the date of the applicable   reconciliation, pay the other party such amount. The obligations set forth in this   Paragraph 9(e) shall survive Closing.   10. REPRESENTATIONS AND WARRANTIES OF SELLER.  Each Seller   represents and warrants to, and covenants with, Buyer with respect to its respective Property that:   a. Seller is duly organized, validly existing and in good standing under the   laws of the State of location of the Properties as described on Exhibit A, and qualified to   do business in, and in good standing under the laws of the state in which the Property is   located;   b. Seller has the right, power and authority to enter into this Agreement and   to consummate the Transaction;   c. the execution by Seller of this Agreement and consummation of the   Transaction does not, and as of the Closing will not, result in the breach of any of the   terms and provisions of, or constitute a default under any document to which Seller is a   party;   d. Seller is not the subject of or a party to any state or federal bankruptcy or   insolvency proceeding;   e. there are no pending or, to Seller’s knowledge, threatened or contemplated   actions, suits, proceedings, arbitrations, claims or governmental investigations which   affect, or may affect, the Seller or the Property,     





 







    -14-    51206446.7   f. except as may be required under the Third Party Leases and this   Agreement, prior to Closing, Seller shall not enter into any agreement to create or permit   the creating of any easements or other encumbrances which may affect the Land or   Improvements;   g. to Seller’s actual knowledge, no condemnation proceedings, eminent   domain proceedings or similar actions or proceedings are now pending against the   Property;   h. to the Seller’s actual knowledge, without investigation, (a) no Hazardous   Materials (as defined in Paragraph 16 below) are located on, under or about the Property,   (b) Seller has not received any request for information, notice, demand letter,   administrative inquiry or formal or informal complaint or claim from or by any public or   private agency or entity concerning any release or discharge of any Hazardous Materials   on, under, about or off of the Property or any alleged violation of any Environmental   Laws (as defined in Paragraph 16 below) involving the Property or any property owned   by Seller in the vicinity of the Property, (c) no litigation is pending or  threatened with   respect to the Property concerning any Hazardous Materials or any Environmental Laws,   and (d) no lien has been imposed or, to Seller’s actual knowledge, without investigation,   threatened to be imposed against the Property by any governmental agency or entity in   connection with the presence of Hazardous Materials or violation of any Environmental   Laws on or off the Property.     i. There are no existing leases, whether oral or written, agreements of sale,   options, rights of first refusal, rights of first offer, tenancies, licenses or any other claims   to possession or use affecting the Property, except for the Third Party Leases. Each of the   Third Party Leases is valid and in full force and effect, and has not been further amended,   modified or supplemented; and the tenants thereunder are in actual possession in the   normal course and the tenants are not in default thereunder.  No tenant has asserted any   claim of which Seller has notice which would in any way affect the collection of rent   from such tenant, and no written notice of default or breach on the part of the landlord   under any of the Third Party Leases has been received by Seller or its agents from the   tenants thereunder.  All painting, repairs, alterations and other work required to be   performed thereunder, have been or will, prior to Closing, be fully performed and paid   for in full by Seller.     j. Except for the New Leases as described in section 3.f of this Agreement,   the rents set forth in Rent Roll are the actual rents, income and charges presently being   collected by Seller.  No tenant under any of the Third Party Leases is entitled to any   concessions, allowances, rebates or refunds or has prepaid any rents or other charges for   more than the current month.  No security deposits have been paid by any tenants which   have not heretofore been returned, except as set forth in Rent Roll, which Seller shall pay   to Buyer as a credit against the Purchase Price.  No brokerage or leasing commissions or   other compensation is or will be due or payable to any person, firm, corporation or other   entity with respect to or on account of any of the Third Party Leases.     





 







    -15-    51206446.7   k. To Seller’s actual knowledge, the Property is in full compliance with all   federal, state, county, municipal or other government standards, laws, ordinances,   statutes, regulations and requirements, and all applicable private restrictions, covenants,   rules, standards and requirements.     l. To Seller’s actual knowledge, there are no management, employment,   service, equipment, supply, maintenance, water, sewer or other utility or concession   agreements or agreements with municipalities (including improvement or development   escrows or bonds) with respect to or affecting the Property which will burden the   Property or Buyer after Closing in any manner whatsoever, except for instruments of   record.     m. Seller is not a “foreign person” as defined in Section 1445(f)(3) of the   Internal Revenue Code;   n. this Agreement is a valid and legally binding obligation of Seller,   enforceable in accordance with its terms, except to the extent that enforcement may be   limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws   relating to or affecting the rights of creditors generally, and except as enforcement is   subject to the laws of equity;   o. the execution, delivery and performance by Seller of this Agreement and   the consummation of the transactions contemplated hereby do not and will not require   any consent, approval, authorization or other action by, or declaration, filing or   registration with, or notification to, any governmental agencies or bodies; and   p. Seller shall cooperate with Buyer, after closings and for a period of six (6)   months following the expiration of the Survival Period, to resolve any discrepancies   related to the Third Party Leases, transitioning of services to the Properties, assignments   and amendments to service contracts, and similar items to carry out the intent and   purposes of this Agreement.    For the purposes of this Agreement the term “to Seller’s actual knowledge” and items or   facts “known” and “unknown” by Seller and similar terms, shall be limited to the current actual   knowledge of the individuals in their respective capacities for the Seller entities as specified   indicated on the attached Schedule 5, (collectively, the “Seller Knowledge Party”).  The   knowledge of others shall not be imputed to the Seller Knowledge Party.  No other investigation,   review or inquiry of any persons, or other action shall be required of the Seller Knowledge Party.   The parties hereby agree that recourse under this Agreement is limited to Seller and no claim will   be made against any individual Seller Knowledge Party personally or in their capacity as the   Seller Knowledge Party.   The representations and warranties contained in this Paragraph 10 shall survive the   Closing for a period of twelve (12) months following the Closing (the “Survival Period”).    Buyer will have no right to bring a claim for a breach of any of the foregoing representations and   warranties unless Buyer discovers such breach within the Survival Period and delivers written   notice of such claim to the respective Seller, if at all, prior to expiration of the Survival Period.      





 







    -16-    51206446.7   If Buyer fails to discover such breach prior to the expiration of the Survival Period or fails to   deliver written notice of such claim to the respective Seller prior to expiration of the Survival   Period, Buyer will be deemed to have waived any and all rights and remedies with respect to any   such representation or warranty or any breach thereof.  Notwithstanding any other provision of   this Contract to the contrary,  Buyer may not make any claim against any Seller for a breach of a   representation or warranty by such Seller unless the damage to Buyer resulting from such breach   exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00), and the maximum liability of   any Seller for breaches of representations and warranties hereunder with respect to such Seller’s   Property will be the greater of:  (i) one percent (1%) of the Price allocated to such Property, or   (ii) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), unless the breach is due to   the fraud or intentional misrepresentation of such Seller or relates to a breach of a representation   or warranty about an environmental matter by such Seller.   11. REPRESENTATIONS AND WARRANTIES OF BUYER.  Buyer hereby   represents and warrants to Seller, that:   a. Buyer is duly organized, validly existing and in good standing under the   laws of the State of Delaware and qualified to do business in, and in good standing under   the laws of the state in which the Property is located;   b. Buyer has the right, power and authority to enter into this Agreement and   to consummate the Transaction;   c. this Agreement is a valid and legally binding obligation of Buyer,   enforceable in accordance with its terms, except to the extent that enforcement may be   limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws   relating to or affecting the rights of creditors generally, and except as enforcement is   subject to the laws of equity;   d. the execution by Buyer of this Agreement and consummation of the   Transaction does not, and, as of the Closing, will not, result in the breach of any of the   terms and provisions of, or constitute a default under any document to which Buyer is a   party;   e. there are no pending or, to Buyer’s knowledge, threatened or contemplated   actions, suits, proceedings, arbitrations, claims or governmental investigations which   affect, or may affect, the ability of the Buyer to consummate the Transaction   contemplated hereby;   f. the execution, delivery and performance by Buyer of this Agreement and   the consummation of the transactions contemplated hereby do not and will not require   any consent, approval, authorization or other action by, or declaration, filing or   registration with, or notification to, any governmental agencies or bodies;   g. Buyer and its affiliates are sophisticated enterprises, actively engaged in   the business of owning, operating and managing real estate and have made their own   investigation of the Property, and Buyer acknowledges and agrees that (i) it has made its   own inquiry and investigation into, and based thereon, has formed an independent     





 







    -17-    51206446.7   judgment concerning the Property, (ii) it has been furnished with or been given adequate   access to such information about the Property, as it has requested, and (iii) it will not   assert any claim against Seller or any direct or indirect owner thereof or any of their   respective directors, officers, agents, members, affiliates, consultants, counsel,   accountants, investment bankers or representatives, or hold Seller or any such persons   liable, for any inaccuracies, misstatements or omissions with respect to information   furnished by or for Seller, including, without limitation any information in any materials   previously delivered to Buyer or any affiliate thereof, or any agent or representative of   Buyer or any of such affiliates; and   h. Buyer shall cooperate with Seller, after closings and for a period of six (6)   months following the expiration of the Survival Period, to resolve any discrepancies   related to the Third Party Leases, transitioning of services to the Properties, assignments   and amendments to service contracts, and similar items to carry out the intent and   purposes of this Agreement.   The representations and warranties contained in this Paragraph 11 shall survive the   Closing for the Survival Period.  Seller will have no right to bring a claim for a breach of any of   the foregoing representations and warranties unless Seller discovers such breach within the   Survival Period and delivers written notice of such claim to Buyer, if at all, prior to expiration of   the Survival Period.  If Seller fails to discover such breach prior to the expiration of the Survival   Period or fails to deliver written notice of such claim to Buyer prior to expiration of the Survival   Period, Seller will be deemed to have waived any and all rights and remedies with respect to any   such representation or warranty or any breach thereof.  Notwithstanding any other provision of   this Contract to the contrary, Seller may not make any claim against Buyer for a breach of a   representation or warranty by Buyer unless the damage to Seller resulting from such breach   exceeds Twenty-Five Thousand and No/100 Dollars ($25,000.00), and the maximum liability of   Buyer for breaches of representations and warranties hereunder shall be the amount of the   Deposit allocated to the Properties in proportion to each Property’s Purchase Price.   12. INTENTIONALLY OMITTED.      13. TITLE TO THE LAND AND THE IMPROVEMENTS.     a. It shall be a condition precedent to Buyer’s obligation to Close hereunder   (although not a covenant by or obligation of Seller) that title to the Property shall be   subject to only the Permitted Exceptions (as hereinafter defined). Seller shall have no   obligation with respect to any title matters, provided, however, that Seller shall cause to   be removed or endorsed against to Buyer’s reasonable satisfaction (i) any mortgages or   trust deeds which were executed by Seller and are not to be assumed by Buyer, and   (ii) any mechanics or materialmens liens arising Seller’s activities and ownership of the   Improvements (collectively, “Monetary Liens”).   b. As of the Effective Date, (i) Seller has provided to Buyer a title   commitment with respect to the Property (the “Title Report”) from the Title Company,   (ii) Buyer has reviewed the Title Report with respect to all liens, encumbrances or other   title exceptions which do not constitute Permitted Exceptions hereunder (each, an     





 







    -18-    51206446.7   “Exception”), and (iii) Buyer has delivered notice to Seller objecting to any of the   Exceptions and any matters disclosed by a current survey (the “Survey”) prepared by a   licensed surveyor qualified to do business in the state where the Property is located, and   at Seller’s expense (collectively, the “Objections”).  The Survey shall be in a form   sufficient to permit the Title Company to remove the standard exception(s) related to   survey.  If Buyer has not delivered any Objections as of the Effective Date, Buyer shall   be deemed to have waived its right to object to any Exceptions and the Survey (and the   same shall be deemed Permitted Exceptions).     c. Seller shall have until the Initial Closing Date or the Closing Date, as the   case may be, to give Buyer: (i) notice that Seller will remove such Objections on or   before the Initial Closing Date or the Closing Date, as the case may be; or (ii) notice that   Seller elects not to cause such Objections to be removed.  Seller’s failure to give any such   notice shall be deemed an election by Seller under clause (ii).     d. If Seller does not agree (or is deemed not to have agreed) to remove such   Objections, then unless the same are waived by Buyer, Buyer may (i) accept the Property   subject to such Objections without abatement of the Purchase Price, in which event such   Objections shall be deemed to be, for all purposes, Permitted Exceptions, and Buyer shall   close hereunder notwithstanding the existence of same, and Seller shall have no   obligation or liability, whatsoever with respect to Seller’s failure to cause such   Objections to be eliminated, or (ii) terminate this Agreement by notice given to Seller on   or before the expiration of the Initial Closing Date or the Closing Date, as the case may   be, and upon such notice the Deposit and all accrued interest shall be returned to Buyer   and neither party hereto shall have any further rights or obligations hereunder other than   those which are expressly provided to survive the termination hereof.  If Buyer shall fail   to deliver the termination notice described in clause (ii) above, Buyer shall be irrevocably   deemed to have made the election under clause (i) above and shall have waived all   Objections.    e. As used herein, “Permitted Exceptions” means each of the following:   (i) current real property taxes and assessments with respect to the Property, which are a   lien for the taxable year in which the Closing occurs, and which are not due on or before   the Closing Date; (ii) the standard pre-printed exclusions from coverage contained in the   most current form of owner’s title policy ordered by Seller in connection with the   Property; (iii)  any law, statute, code, ordinance, rule, regulation, restriction, requirement,   writ, injunction, decree, order or demand of any governmental authority; (iv) rights of the   tenant(s) or any subtenant(s) according to the Third Party Leases, (v) easements for   utilities, access and roadways serving the Improvements, and (vi) such matters approved   or waived by Buyer pursuant to this Paragraph 13.   14. RISK OF LOSS.  In the event the Property is damaged or destroyed prior to   Closing, the parties’ rights and obligations shall be as follows:   a. If the Repair Cost (as hereinafter defined) is $1,000,000.00 or less, then   Buyer shall accept the Property at Closing subject to such damage or destruction and   Buyer shall be entitled to any insurance proceeds actually received therefrom, and there     





 







    -19-    51206446.7   shall be no abatement or reduction or the Purchase Price.  As used herein, the term   “Repair Cost” means an estimate of the actual cost to repair the damage attributable to   such damage or destruction and obtained by Seller, and agreed to in writing by Tenant,   within thirty (30) days following the event of damage or destruction from a reputable,   licensed independent contractor selected by Seller and licensed to do business in the State   in which the Property is located.   b. If the Repair Cost exceeds $1,000,000.00, then Buyer shall have the right   to terminate this Agreement exercisable only by giving written notice to Seller of such   election within thirty (30) days after the determination of the Repair Cost.  If Buyer duly   exercises such termination right, the Deposit shall be returned to Buyer with all accrued   interest thereon.  If Buyer does not exercise its termination right, then Buyer shall be   deemed to have accepted the Property at Closing subject to such damage or destruction,   and the Closing shall occur as set forth herein, and Buyer shall be entitled to all insurance   proceeds actually received by Seller as a result of such damage or destruction and there   shall be no abatement, or reduction or the Purchase Price.   c. If the Closing Date would otherwise occur during a time period described   in this Paragraph 14, then the Closing Date shall be extended to a date which is ten (10)   days following the expiration of such time period.   15. EMINENT DOMAIN.  If any condemnation proceeding is commenced or   threatened against any of the Property, which (1) materially adversely affects the use of the   Property, (2) affects access to the Property, or (3) allows the Tenant to terminate the lease under   the terms of the Lease, then Buyer at its option may terminate this Agreement by written notice   to Seller delivered no later than ten (10) days following Seller’s notice to Buyer of such taking   and confirmation of Tenant’s action pursuant to such taking.  If Buyer elects to terminate this   Agreement pursuant to this Paragraph 15, the Deposit shall be returned to Buyer with all accrued   interest thereon.  If Buyer does not terminate this Agreement as provided herein, Buyer shall be   deemed to have elected to proceed with the transactions described herein, the Closing shall occur   as set forth herein and Seller shall assign to Buyer Seller’s right to any condemnation awards.   16. NO OTHER REPRESENTATIONS.  Except for the representations and   warranties of Seller expressly stated in this Agreement, it is expressly agreed that Buyer shall   accept the Improvements, in present condition, “AS IS”, “WHERE IS” and “WITH ALL   FAULTS”, subject to all patent and latent defects and faults, if any, with no representation or   warranty by Seller as to the fitness, suitability, merchantability, habitability, or usability,   including but not limited to, (i) the quality or condition of the Improvements and the Land,   including without limitation, the water, soil and geology, (ii) any construction defects, errors,   omissions or on account of any other conditions affecting the Land or Improvements, (iii) the   manner of operating the Land or Improvements and the expenses related thereto, (iv) the   compliance of the Land or Improvements with any laws, rules, ordinances or regulations of any   governmental body, and (v) the nature and extent of any recorded servitudes, rights-of-way,   leases, possession, liens, encumbrances, licenses, reservations, conditions or otherwise.  Except   for the representations and warranties of Seller expressly set forth in this Agreement and except   as otherwise expressly provided in this Agreement, Buyer acknowledges that it is not relying   upon any representation, warranty, statement or other assertion with respect to the condition of     





 







    -20-    51206446.7   the Land or Improvements made by Seller, and Buyer accepts the Improvements under the   express understanding that there are no express or implied warranties made by Seller with   respect to the condition or value of the Improvements.  Buyer declares that it is experienced in   the ownership and operation of properties similar to the Improvements and therefore   acknowledges, except for Buyer’s reliance on the representations and warranties of Seller in this   Agreement, that it will rely solely on its own investigation and examination of the   Improvements, which it is qualified to make, and not on any information provided or to be   provided by Seller.  Except as otherwise expressly stated at Paragraph 10 above, Seller makes no   representation as to any environmental matters relating to the Land or Improvements including,   without limitation, soil conditions, Buyer being given a right of inspection to satisfy itself as to   whether or not there are Hazardous Materials (as hereinafter defined) on or in the Land or   Improvements (or any portion thereof) that would cause either state or federal agencies to order a   cleanup of the Land or Improvements (or any portion thereof) under any Environmental Law. As   used herein, the term “Environmental Law” shall mean and include the Comprehensive   Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq., Resource   Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq., and all other similar and future   federal, state and municipal statutes, rules, regulations and ordinances governing the   environment or generation, disposal or storage of any Hazardous Materials, all amended from   time to time and all rules and regulations promulgated thereunder.  The term “Hazardous   Material” shall mean and include asbestos, polychlorinated biphenyls, petroleum products and   any other hazardous or toxic materials, wastes, and substances that are defined as such in the   Environmental Law.  Except for claims relating to breaches of the representations and warranties   of Seller expressly set forth in this Agreement and for claims relating to fraud or intentional   misrepresentation by Seller, Buyer hereby waives and releases Seller of and from any claims,   direct or indirect, known or unknown, foreseen or unforeseen, that Buyer now has or that may   arise in the future on account of or in any way growing out of or connection with the economic,   physical or environmental condition of the Land or Improvements (or any portion thereof), or   any Environmental Law or applicable regulation. Notwithstanding the foregoing, in no event   shall Buyer assume or be deemed to assume any liabilities of Seller arising out of or relating to   the actions or inactions of Seller prior to the Closing Date.         17. NO ATTORNEY-CLIENT RELATIONSHIP/NO TAX ADVICE.  BUYER   ACKNOWLEDGES THAT SELLER HAS NOT HELD ITSELF OUT AS ENGAGED IN THE   PRACTICE OF LAW OR ACCOUNTING AND HAS NOT ESTABLISHED, DIRECTLY OR   INDIRECTLY, AN ATTORNEY-CLIENT OR ACCOUNTANT-CLIENT RELATIONSHIP   WITH SELLER, OR ANY OF SELLER’S OFFICERS, DIRECTORS, MANAGERS, AGENTS,   EMPLOYEES OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION,   SELLER’S LEGAL COUNSEL) (COLLECTIVELY, “SELLER’S PARTIES”), IT IS   UNDERSTOOD AND AGREED THAT ANY REPRESENTATIONS OR STATEMENTS   MADE BY SELLER OR ANY OF SELLER’S PARTIES REGARDING LEGAL OR TAX   CONSEQUENCES MAY NOT BE USED OR RELIED UPON BY BUYER.  BUYER   REPRESENTS THAT IT HAS EITHER OBTAINED LEGAL COUNSEL AND TAX ADVICE   PRIOR TO ENTERING INTO THIS AGREEMENT OR IT HAS ITSELF DEEMED IT   UNNECESSARY TO SEEK SUCH ADVICE. SELLER SHALL NOT BE HELD   RESPONSIBLE FOR ANY FAILURE OF BUYER TO SEEK AND OBTAIN LEGAL AND   TAX ADVICE.     





 







    -21-    51206446.7   18. NOTICES.  Any notice or delivery required or permitted to be given or made by   or on behalf of either party to the other shall be in writing and given, by mailing such notice by   registered or certified mail, return receipt requested, or by nationally recognized overnight   courier, addressed to the other party as follows:   If to Seller: Catholic Health Initiatives   198 Inverness Drive West    Englewood, Colorado 80122   Attention: Corporate Real Estate Dept.    Fax No.:  (___)______________      With copies to: Catholic Health Initiatives   198 Inverness Drive West    Englewood, Colorado 80122   Attention:  General Counsel   Fax No.:  (___)______________      To Buyer: Physicians Realty L.P.   309 North Water Street, Suite 500   Milwaukee, WI  53202   Attention:  John T. Thomas, President and CEP   Fax No.:  (414) 249-4720   With copies to: Physicians Realty L.P.   309 North Water Street, Suite 500   Milwaukee, WI 53202   Attention:  Bradley D. Page, General Counsel   Fax No.:  (414) 249-4720   19. BROKER’S FEES.  Seller and Buyer represent and warrant each to the other that   they have not dealt with any broker or realtor in connection with the Transaction other than   CBRE| U.S. Healthcare Capital Markets (“Broker”).  Seller shall be responsible for paying   Broker by separate agreement if and when the transaction closes.  In the event of a breach of the   foregoing warranties, the breaching party agrees to save, defend, indemnify and hold harmless   the non-breaching party from and against any claims, losses, damages, liabilities and expenses,   including but not limited to reasonable attorneys’ fees.   20. BINDING AGREEMENT.  This Agreement shall be binding upon the parties   hereto and their respective heirs, devisees, executors, administrators, successors in interest and   permitted assigns.  Except as provided in Paragraphs 27 and 28 hereof, Buyer shall not assign its   right in this Agreement without first obtaining the written consent of Seller.   21. DEFAULT AND REMEDIES.     a. In the event Seller defaults or fails to perform any of the conditions or   obligations of Seller under this Agreement, Buyer, as Buyer’s sole and exclusive remedy,   shall be entitled to declare this Agreement terminated and receive the return of its Deposit     





 







    -22-    51206446.7   plus any actual, out of pocket costs expended by Buyer related to this Agreement.  Upon   termination and return of Buyer’s Deposit plus actual, out of pocket costs as described in   the preceding sentence, the parties shall have no further rights or obligations with respect   to this Agreement, other than those which expressly survive the termination of this   Agreement.     b. In the event that the terms and conditions of this Agreement have been   satisfied by Seller and Buyer fails to close on this Agreement within the time limits set   forth, Seller, as Seller’s sole and exclusive remedy, shall be entitled to retain the Deposit   hereunder as liquidated damages and the parties shall have no further rights or obligations   with respect to this Agreement other those which shall survive the termination of this   Agreement.  Both parties agree in the event of Buyer’s default hereunder, Seller’s   damages will be impossible to estimate and that the amount of the Deposit represents a   fair estimate of the loss by Seller in such event.   22. ERISA REPRESENTATION.  Neither Seller nor Buyer is an “employee benefit   plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of   1474, as amended, and neither Seller’s nor Buyer’s assets constitute assets of any such   “employee benefit plan” (“plan assets”) as defined in 25 CFR Section 2510.3-101 or other   applicable law governing the definition of “plan assets” of such “employee benefit plans”.   23. PARTIAL INVALIDITY.  The invalidity of one or more phrases, sentences,   clauses or paragraphs contained in this Agreement shall not affect the remaining portions of this   Agreement or any part thereof, and in the event that anyone or more of the phrases, sentences,   clauses or paragraphs contained in this Agreement should be declared invalid by the final order,   decree or judgment of a court of competent jurisdiction, this Agreement shall be construed as if   such invalid phrases, sentences, clauses or paragraphs had not been inserted in this Agreement.   24. AUTHORITY COUNTERPARTS.  Buyer and Seller each warrant and   represent that the person executing this Agreement on its behalf has full authority to do so and   that this Agreement constitutes a legal, valid and binding obligation of each of them and that this   Agreement is enforceable against each party hereto.  This Agreement may be executed in   multiple, identical counterparts which, when taken together shall constitute one and the same   instrument.   25. GOVERNING LAW.  This Agreement shall be interpreted and enforced   pursuant to the internal laws of the State where the Property is located.  The parties hereby   consent to the subject matter jurisdiction, personal jurisdiction and venue of the United States   Federal District Court for the district in the State where the Property is located.   26. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement   between the parties.  There are no terms, obligations, covenants or conditions other than   contained herein.  No modifications or variations of this Agreement shall be valid unless   evidenced by an agreement in writing.   27. ASSIGNMENTS.  This Agreement shall not be assignable without the consent of   the Seller, which may be withheld or granted in its sole discretion; provided, however, nothing     





 







    -23-    51206446.7   herein shall prevent Buyer from assigning this Agreement to an entity which is wholly owned or   controlled by Buyer.  In no event shall any assignment of this Agreement release or discharge   Buyer from any liability or obligation hereunder.   28. COOPERATION WITH S-X 3-14 AUDIT.  Seller acknowledges that it is   Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly   registered company (“Registered Company”).  Seller further acknowledges that it has been   advised that if such acquirer is affiliated with a Registered Company, such Registered Company   (and such acquirer) are required to make certain filings with the Securities and Exchange   Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the   “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”)   for the Property.  To assist Buyer and Registered Company in preparing the SEC Filings, the   Seller covenants and agrees that upon not less than ten (10) business days’ prior written notice,   Seller shall provide Buyer and the Registered Company with the following information (to the   extent such items are not duplicative of items contained in the Disclosure Materials): (i) access to   bank statements for the Audited Year and Stub Period; (ii) rent roll as of the end of the Audited   Year and Stub Period; (iii) operating statements for the Audited Year and Stub Period; (iv)   access to the general ledger for the Audited Year and Stub Period; (v) cash receipts schedule for   each month in the Audited Year and Stub Period; (vi) access to invoice for expenses and capital   improvements in the Audited Year and Stub Period; (vii) accounts payable ledger and accrued   expense reconciliations; (viii) check register for the 3-months following the Audited Year and   Stub Period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation   for the Audited Year and Stub Period and (xi) copies of accounts receivable aging as of the end   of the Audited Year and Stub Period along with an explanation for all accounts over 30 days past   due as of the end of the Audited Year and Stub Period.  In addition, Seller may be required to   provide to Buyer: (1) a signed representation letter; (2) a signed audit request letter; and (3) a   signed audit response letter from Seller’s attorney, all of which shall be in customary and   reasonable form and content.     29. CONSTRUCTION.  Buyer and Seller agree that each party and its counsel have   reviewed and revised this Agreement and that the normal rule of construction to the effect that   any ambiguities are to be resolved against the drafting party shall not be employed in the   interpretation of this Agreement or any amendments or exhibits hereto.  If the date on which an   event occurs or is required is not on a business day in the State of New York, the date shall be   automatically extended to the next business day.   30. ANTI-TERRORISM.  Neither Buyer nor Seller, nor any of their affiliates, are in   violation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires to   engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or   attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.  “Anti-   Terrorism Laws” shall mean any laws relating to terrorism or money laundering, including the   following: Executive Order No. 13224; the Uniting and Strengthening America by Providing   Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-   S6, as the same has been, or may hereafter be, renewed, extended, amended or replaced; the   applicable laws comprising or implementing the Bank Secrecy Act; and the applicable laws   administered by the United States Treasury Department’s Office of Foreign Asset Control (as   any of the foregoing may from time to time be amended, renewed, extended, or replaced).     





 







    -24-    51206446.7   SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE        





 







        51206446.7   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the   date first above written.    SELLER:        Catholic Health Initiatives   a Colorado nonprofit corporation           By:________________________________    Name:  Dean Swindle   Title:  Chief Financial Officer        BUYER:        Physicians Realty L.P.,   a Delaware limited partnership      By:  Physicians Realty Trust, its General   Partner             By:________________________________          John T. Thomas, President and CEO        TO HELP FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING   ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO,   OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES EACH   PERSON OR CORPORATION WHO ENTERS INTO A BUSINESS RELATIONSHIP   WITH SELLER.     





 







A-1   52848530.2   EXHIBIT A   Seller Entities and Addresses   1. Franciscan Health Port Clinic   1930 Port of Tacoma Road   Tacoma, Pierce County, Washington   Owner: St. Joseph Development Company, Inc.   2. Jewish OCC Condominium   225 Abraham Flexnor Way,   Louisville, Jefferson County, Kentucky   Units 101,102,103,104, 201, 303 and 502   Owner: Jewish Hospital Healthcare Services, Inc.   Units 503, 504, 505   Owner: Jewish Hospital & St. Mary’s HealthCare, Inc.   Unit to be created for top 3 floors   Owner: KentuckyOne Health, Inc.   3. St. Joseph Office Park Condominiums   1401 Harrodsburg Road   Lexington, Fayette County, Kentucky   Units:   Building A - Unit 1D, Unit 1F, Unit 1G, Unit A200, Unit 2B, Unit 2C, Unit 2D,Unit 2E,   Unit 2F, Unit 3A, Unit 3B, Unit 4A, Unit 4B, Unit 4C, Unit 4D, Unit 4F, Unit 5B, Unit 5C,   Unit 5D, Unit 5E, Unit 5F, Unit 5G   Building B - Unit 0Y, Unit 0Z, Unit 1X, Unit 1Y, Unit 2U, Unit 2V, Unit 2W, Unit 2X, Unit 2Z,   Unit 3V, Unit 3W, Unit 3X, Unit 3Y, Unit 3Z, Unit 4W, Unit 4X, Unit 4Y, Unit 4Z   Building C - Unit C-1, Unit C-10A, Unit C-10B, Unit C-100, Unit C-200, Unit C-300,   Unit C-400   Owner (of all units listed above): CHI Kentucky, Inc.   4. Lexington Surgery Center   1451 Harrodsburg Road   Lexington, Fayette County, Kentucky   Owner: CHI Kentucky, Inc.    





 







A-2   52848530.2   5. Hot Springs Village Office Building   4419 N. Highway 7   Hot Springs, Garland County, Arkansas   Owner: St. Joseph’s Mercy Health System, Inc.   6. Blandford Office Condominium   5 St. Vincent Circle, Little Rock, Pulaski County, Arkansas   Units 110 and 220   Owner: St. Vincent Infirmary Medical Center   Units 501 and 503   Owner: St. Vincent Foundation   7. Parkview Office Condominium   1 St. Vincent Circle, Little Rock, Pulaski County, Arkansas   Units 110 (1,294 sf), 120, 130, 140A   Owner: St. Vincent Managed Care Service   Units 110 (676 sf), 130A, 150, 340, 360, 430, 450   Owner: St. Vincent Infirmary Medical Center   Units 140, 210, 230, 260, 310, 320,   Owner: St. Vincent Foundation   Unit 220   Owner: St. Vincent Health System   Unit 155   Onwer: St. Vincent Medical Building Company [Note: Need confirmation that this is a CHI   entity and if this Unit is included in the portfolio]   8. Franciscan Health Service Center and Garage   1149 Market Street   Tacoma, Pierce County, Washington   Owner: Franciscan Health System – West   9. Fruitland Health Plaza   1118 NW 16th Street   Fruitland, Payette County, Idaho   Owner: Dominican Sisters of Ontario, Inc.    





 







A-3   52848530.2   10. Springwoods Medical Condominium   Address TBD / I 45 and Grand Parkway   Springwoods, Harris County, Texas   Unit 2 (Floors 3-6)   Owner: St. Luke’s Community Health Services   11. Dacona Neighborhood Health Clinic   3101 Summit View Drive   Dacona, Weld County, Colorado   Owner: Catholic Health Initiatives Colorado   12. Thornton Neighborhood Health Clinic   4075 East 128th Avenue   Thornton, Adams County, Colorado   Owner: Catholic Health Initiatives Colorado   13. St. Alexius – Mandan Clinic North   2500 Sunset Drive, NW   Mandan, Morton County, North Dakota   Owner: St. Alexius Medical Center   14. McCauley Center – Administrative Building   12809 West Dodge Road   Omaha, Douglas County, Nebraska   Owner: Alegent Health   15. Grand Island Specialty Clinic (a/k/a St. Francis Doctor’s Building Condominium)   908 North Howard   Units B, C-1, C-2, C-3, C-4, C-5, E, F-10C, and I-1   Grand Island, Hall County, Nebraska   Owner: Saint Francis Medical Center   16. Meridian   11045 Lansing Circle   Englewood, Arapahoe County, Colorado   Owner: Catholic Health Initiatives   18. Exton Revenue Cycle Office   367 Eagleview Blvd.   Exton, Chester County, Pennsylvania   Owner: Catholic Health Initiatives    





 







B-1   52848530.2   EXHIBIT B   Description of Land   Franciscan Health Port Clinic   Lot 1, City of Tacoma Short Plat, according to the short plat recorded under Recording Number   8404060192, records of Pierce County, State of Washington;   Together with those portions of Port of Tacoma Road and Lincoln Avenue vacated by Ordinance   No. 23208, recorded under recording No. 8408130312.   Situate in the County of Pierce, State of Washington.   Franciscan Health Service Center and Garage   Lots 13 to 26, inclusive, Block 1107, Map of New Tacoma, Washington Territory, filed for   record February 3, 1875, in the office of the Pierce County Auditor, records of Pierce County,   Washington;   Together with those certain air rights abutting said Block 1107, as vacated by City of Tacoma   Ordinance No. 23322, on February 19, 1985, a copy of said Ordinance being recorded March 4,   1985 as Recording No. 8503040181, and re-recorded May 10, 1985 as Recording No.   8505100174;   Except therefrom any portion of said air rights which lie Northerly of the Easterly and Westerly   extension of the Northerly line of Lot 13, said Block 1107;   And except that portion of air rights over "Court C" as vacated by City of Tacoma Ordinance No.   15562.   Fruitland Health Plaza   IN RECORDERS PLAT of Sections 21 and 22, Township 8 North, Range 5 West, Boise   Meridian, as per Plat in Book 2, Page 8, Plat Records, Payette County, Idaho:   A portion of Block 5 situate in the NEI/4NW1/4 of said Sec. 22, described as follows:   In Block 5: Commencing at the West 1/16 corner common to Section 22 and 15, Twp. 8 N., R. 5   W., B. M;   Thence Southerly along the West 1/16 line of said Sec. 22, S. 00°27'16" W. (of record South)   53.00 feet, to a point on the Southerly right-of-way of U.S. Highway 30, and being the Point of   Beginning;   Thence continuing along said 1/16 line S. 00°27'16" W. (of record South) 245.00 feet to the   Northwest corner of that certain parcel of real property described in Bargain and Sale Deed   Instrument No. 253013, in the Deed Records of Payette County, Idaho;    





 







B-2   52848530.2   Thence Easterly along the North line of said parcel N. 89°01'05"E. 200.80 feet (of record East   200 feet);   Thence Northerly and along the boundary of said parcel N. 00°27'16" E. (of record North) 35.00   feet to the Southwest corner of that property described in Warranty Deed Instrument Number   187302;   Thence along the West line of said property N. 0°27'16" E. (of record North) 210.00 feet, to the   Southerly right-of-way of U.S. Highway 30;   Thence Westerly along said right-of-way, S 89°01'05" W. 200.80 feet (of record West 200 feet),   to the Point of Beginning.   SUBJECT TO that portion granted to the City of Fruitland in instruments recorded August 2,   1983 as Instrument No. 199934 and July 20, 1983 as Instrument No. 199759, Official Records.   AND   A portion of Block 5 situate in the Northeast Quarter of the Northwest Quarter of Recorder's Plat   of Section 22, Township 8 North, Range 5 West, Boise Meridian, as per Plat in Book 2, Page 8,   Plat Records, City of Fruitland, Payette County, Idaho, and more particularly described as   follows:   BEGINNING at the Northeast corner of the Northeast Quarter of the Northwest of said Section   22;   thence South 88°31'00" West along the North line of said Northeast Quarter of the Northwest   Quarter 1122.89 feet;   thence South 53 feet, more or less, to a point in the Southerly right of way line of U.S. Highway   No. 30 (Project No. F-3111(13) Highway Survey) which is the true point of beginning for this   description;   thence continue South 210 feet;   thence North 88°31'00" East 150 feet;   thence North 210 feet to a point on said Highway right of way line;   thence West following said Highway right of way line 150 feet to the POINT OF BEGINNING.   Jewish OCC Condo Building   PARCEL 1   TRACT 1   BEING Units 101, 102, 103, 104 and 201 of the Medical Center Plaza Condominiums and the   "Declarant Limited Common Elements", all as described and defined according to the Master    





 







B-3   52848530.2   Deed declared by JH Properties, Inc., dated December 20, 1985, of record in Deed Book 5550,   Page 718, as amended , in the Office of the Clerk of Jefferson County, Kentucky, as shown on   plat of same of record in Apartment Ownership Book 35, Pages 1-5, as amended, Clerk's File   No. 431, in said office.   Parcel Numbers: 016M02010000 016M01010000   016M01020000 016M01030000   016M01040000   TRACT 2   BEING Unit 303 of the Medical Center Plaza Condominiums and the "Declarant Limited   Common Elements", all as described and defined according to the Mater Deed declared by JH   Properties, Inc., dated December 20, 1985, of record in Deed Book 5550, Page 718, as amended ,   in the Office of the Clerk of Jefferson County, Kentucky, as shown on plat of same of record in   Apartment Ownership Book 35, Pages 1-5, as amended, Clerk's File No. 431, in said office.   Parcel Number: 016M03030000   TRACT 3   BEING Unit 502 of the Medical Center Plaza Condominiums and the "Declarant Limited   Common Elements", all as described and defined according to the Mater Deed declared by JH   Properties, Inc., dated December 20, 1985, of record in Deed Book 5550, Page 718, and as   amended, in the Office of the Clerk of Jefferson County, Kentucky, as shown on plat of same of   record in Apartment Ownership Book 35, Pages 1-5, Clerk's File No. 431, in said office.   Parcel Number: 016M05020000   TRACT 4   BEING Unit 503, a condominium unit in the Medical Center Plaza Condominiums, according to   the Master Deed declared by JH Properties, Inc., dated December 20, 1985, of record in Deed   Book 5550, Page 718, as amended by instruments of record in Deed Book 5642, Page 432, Deed   Book 5643, Page 435, Deed Book 5703, Page 611, Deed Book 5808, Page 785, Deed Book   5837, Page 221, Deed Book 5900, Page 624, Deed Book 6660, Page 312, Deed Book 7520, Page   493 and Deed Book 9527, Page 385, in the office of the Clerk of Jefferson County, Kentucky,   and as shown on plat of same of record in Apartment Ownership Book 35, Pages 1-5, as   amended by plats of record in Apartment Ownership Book 37, Page 1, Apartment Ownership   Book 37, Page 6, Apartment Ownership Book 38, Page 23, Apartment Ownership Book 41, Page   11, Apartment Ownership Book 41, Page 20 and Apartment Ownership Book 42, Page 17, all in   the office aforesaid.   Parcel Number: 016M05030000    





 







B-4   52848530.2   TRACT 5   BEING Unit 504, a condominium unit in the Medical Center Plaza Condominiums, according to   the Master Deed declared by JH Properties, Inc., dated December 20, 1985, of record in Deed   Book 5550, Page 718, as amended by instruments of record in Deed Book 5642, Page 432, Deed   Book 5643, Page 435, Deed Book 5703, Page 611, Deed Book 5808, Page 785, Deed Book   5837, Page 221, Deed Book 5900, Page 624, Deed Book 6660, Page 312, Deed Book 7520, Page   493 and Deed Book 9527, Page 385, in the office of the Clerk of Jefferson County, Kentucky,   and as shown on plat of same of record in Apartment Ownership Book 35, Pages 1-5, as   amended by plats of record in Apartment Ownership Book 37, Page 1, Apartment Ownership   Book 37, Page 6, Apartment Ownership Book 38, Page 23, Apartment Ownership Book 41, Page   11, Apartment Ownership Book 41, Page 20 and Apartment Ownership Book 42, Page 17, all in   the office aforesaid.   Parcel Number: 016M05040000   TRACT 6   BEING Unit 505, a condominium unit in the Medical Center Plaza Condominiums, according to   the Master Deed declared by JH Properties, Inc., dated December 20, 1985, of record in Deed   Book 5550, Page 718, as amended by instruments of record in Deed Book 5642, Page 432, Deed   Book 5643, Page 435, Deed Book 5703, Page 611, Deed Book 5808, Page 785, Deed Book   5837, Page 221, Deed Book 5900, Page 624, Deed Book 6660, Page 312, Deed Book 7520, Page   493 and Deed Book 9527, Page 385, in the office of the Clerk of Jefferson County, Kentucky,   and as shown on plat of same of record in Apartment Ownership Book 35, Pages 1-5, as   amended by plats of record in Apartment Ownership Book 37, Page 1, Apartment Ownership   Book 37, Page 6, Apartment Ownership Book 38, Page 23, Apartment Ownership Book 41, Page   11, Apartment Ownership Book 41, Page 20 and Apartment Ownership Book 42, Page 17, all in   the office aforesaid.   Parcel Number: 016M05050000   PARCEL 2   Together with the beneficial easement as described in Master Deed for the Medical Center Plaza   Condominiums, establishing easements, restrictions, reservations, covenants, rights and   conditions as set forth by declarant, JH Properties, Inc., dated December 20, 1985, recorded   December 26, 1985 in Deed Book 5550, Page 718 of the Jefferson County, Kentucky Clerk's   Office.   St. Joseph Office Park   Building "A" Units:   Being all of Units 1D, 1F, 1G, A200, 2B, 2C, 2D, 2E, 2F, 3A, 3B, 4A, 4B, 4C, 4D, 4F, 5B, 5C,   5D. 5E, 5F, and 5G, condominium units, of Building “A” St. Joseph Office Park, Condominium   Horizontal Properly Regime, together with the undivided interest in the common elements   appurtenant thereto, as described and in accordance with the Master Deed and Declaration of    





 







B-5   52848530.2   Condominium Ownership dated January 31, 1983, and recorded in Deed Book 1307, Page 698,   and in Condominium Deed Book 9, Page 539, and as shown on the floor plans recorded in Plat   Book 4, pages 36-39 (now Condominium Cabinet G, Slides 243-246): and as described in the   First Amendment to Master Deed and Declaration of Condominium dated June 28. 1983,   recorded in Deed Book 1317, Page 622, and in Condominium Deed Book 10, Page 382, and as   shown on the floor plans recorded in Condominium Plat Book 4, Page 40-41 (now   Condominium Cabinet G, Slides 247-248): and as described in the Second Amendment to   Master Deed and Declaration of Condominium recorded on June 28, 1983, recorded in Deed   Book 1317, Page 629, and in Condominium Deed Book 10, Page 389, and as shown on the floor   plans recorded in Condominium Plat Book 4 Pages 42-43 (now Condominium Cabinet G, Slides   249-250); and as described in Third Amendment to Master Deed and Declaration of   Condominium recorded on September 30, 1983. In Deed Book 1325, Page 619, and in   Condominium Deed Book 11, Page 310, and as shown on the floor plans recorded in   Condominium Plat Book 5, Pages 6-7 (now Condominium Cabinet G, Slides 272-273); and as   described in the Fourth Amendment to Master Deed and Declaration of Condominium recorded   on August 31, 1984, in Deed Book 1351, Page 375, and in Condominium Deed Book 13, Page   49, and as shown on the floor plans recorded in Condominium Plat Book 5, Pages 52-54 (now   Condominium Cabinet G, Slides 318-320); and as described in the Fifth Amendment to Master   Deed and Declaration of Condominium recorded January 8, 1985, in Deed Book 1360, Page 819,   and in Condominium Deed Book 13, Page 717, and as shown on the floor plans recorded in   Condominium Plat Book 5, Pages 70-71 (now Condominium Cabinet G, Slides 336-337); and as   described in the Sixth Amendment to Master Deed and Declaration of Condominium recorded   on April 11, 1985, in Deed Book 1367, Page 505, and in Condominium Deed Book 14, Page   310, and as shown on the floor plans recorded in Condominium Plat Book 5, Pages 99-100 (now   Condominium Cabinet G, Slides 365-366); and as described in the Seventh Amendment to   Master Deed and Declaration of Condominium recorded on October 12, 1987, in Deed Book   1457, Page 556, and in Condominium Deed Book 18, Page 446, and as shown on the floor plans   recorded in Condominium Cabinet G, Slides 431-436; and as described in the Eighth   Amendment to Master Deed and Declaration of Condominium dated November 8, 1989, record   in Deed Book 1552, Page 269, and in Condominium Deed Book 22, Page 691, and as described   in the Ninth Amendment to Master Deed and Declaration of Condominium dated January 7,   1994, recorded in Deed Book 1709, Page 429, and in Condominium Deed Book 29, Page 22, and   as shown on the floor plans recorded in Condominium Cabinet G, Slides 515-524, all references   being to records In the Fayette County Clerk’s Office.   Building "B" Units:   Being all of Units 0Y, 0Z, 1X, 1Y, 2U, 2V, 2W, 2X, 2Z, 3V, 3W, 3X, 3Y, 3Z, 4W, 4X, 4Y and   4Z, condominium units, of Building “B” St. Joseph Office Park, Condominium Horizontal   Property Regime, together with the undivided interest in the common elements appurtenant   thereto, as described and in accordance with the Master Deed and Declaration of Condominium   Ownership dated January 31, 1983, and recorded in Deed Book 1307, Page 698, and in   Condominium Deed Book 9 Page 539, and as shown on the floor plans recorded in Plat Book 4,   pages 36-39 (now Condominium Cabinet G, Slides 243-246); and as described in the First   Amendment to Master Deed and Declaration of Condominium dated June 28, 1983, recorded n   Deed Book 1317, Page 622, and in Condominium Deed Book 10, Page 382, and a shown on the   floor plans recorded in Condominium Plat Book 4, Page 40-41 (now Condominium Cabinet G,    





 







B-6   52848530.2   Slides 247-248); and as described in the Second Amendment to Master Deed and Declaration of   Condominium recorded on June 28, 1983, recorded in Deed Book 1317, Page 629, and in   Condominium Deed Book 10, Page 389, and as shown on the floor plans recorded in   Condominium Plat Book 4, Pages 42-43 (now Condominium Cabinet G, Slides 249-250); and as   described in Third Amendment to Master Deed and Declaration of Condominium recorded on   September 30, 1983, in Deed Book 1325, Page 619, and in Condominium Deed Book 11, Page   310, and as shown on the floor plans recorded in Condominium Plat Book 5, Pages 6-7 (now   Condominium Cabinet G, Slides 272-273); and as described in the Fourth Amendment to Master   Deed and Declaration of Condominium recorded on August 31, 1984, in Deed Book 1351, Page   375, and in Condominium Deed Book 13, Page 49, and as shown on the floor plans recorded in   Condominium Plat Book 5, Pages 52-54 (now Condominium Cabinet G, Slides 318-320); and as   described in the Fifth Amendment to Master Deed and Declaration of Condominium recorded   January 8, 1985, in Deed Book 1360, Page 819, and in Condominium Deed Book 13, Page 717,   and as shown on the floor plans recorded in Condominium Plat Book 5, Pages 70-71 (now   Condominium Cabinet G, Slides 336-337); and as described in the Sixth Amendment to Master   Deed and Declaration of Condominium recorded on April 11, 1985, in Deed Book 1367, Page   505, and in Condominium Deed Book 14, Page 310, and as shown on the floor plans recorded in   Condominium Plat Book 5, Pages 99-100 (now Condominium Cabinet G, Slides 365-366); and   as described in the Seventh Amendment to Master Deed and Declaration of Condominium   recorded on October 12, 1987, in Deed Book 1457, Page 556, and in Condominium Deed Book   18, Page 446, and as shown on the floor plans recorded in Condominium Cabinet G, Slides 431-   436; and as described in the Eighth Amendment to Master Deed and Declaration of   Condominium dated November 8, 1989, record in Deed Book 1552, Page 269, and in   Condominium Deed Book 22, Page 691, and as described in the Ninth Amendment to Master   Deed and Declaration of Condominium dated January 7, 1994, recorded in Deed Book 170, Page   429, and in Condominium Deed Book 29, Page 22, and as shown on the floor plans recorded in   Condominium Cabinet G, Slides 515-524, all references being to records in the Fayette County   Clerk’s Office.   Building "C" Units:   Being all of Units C-1, C-10A, C-10B, C-100, C-200, C-300, and C-400, condominium units, of   Building “C” St. Joseph Office Park, Condominium Horizontal Property Regime, together with   the undivided interest in the common elements appurtenant thereto, as described and in   accordance with the Master Deed and Declaration of Condominium Ownership dated January   31, 1983, and recorded in Deed Book 1307, Page 698, and in Condominium Deed Book 9, Page   539, and as shown on the floor plans recorded in Plat Book 4, pages 36-39 (now Condominium   Cabinet G, Slides 243-246); and as described in the First Amendment to Master Deed and   Declaration of Condominium dated June 28, 1983, recorded in Deed Book 1317, Page 622, and   in Condominium Deed Book 10, Page 382, and as shown on the floor plans recorded in   Condominium Plat Book 4, Page 40-41 (now Condominium Cabinet G, Slides 247-248); and as   described in the Second Amendment to Master Deed and Declaration of Condominium recorded   on June 28, 1983, recorded in Deed Book 1317, Page 629, and in Condominium Deed Book 10,   Page 389, and as shown on the floor plans recorded in Condominium Plat Book 4, Pages 42-43   (now Condominium Cabinet G, Slides 249-250); and as described in Third Amendment to   Master Deed and Declaration of Condominium recorded on September 30, 1983, in Deed Book   1325, Page 619, and in Condominium Deed Book 11, Page 310, and as shown on the floor plans    





 







B-7   52848530.2   recorded in Condominium Plat Book 5, Pages 6-7 (now Condominium Cabinet G, Slides 272-   273); and as described in the Fourth Amendment to Master Deed and Declaration of   Condominium recorded on August 31, 1984, in Deed Book 1351, Page 375, and in   Condominium Deed Book 13, Page 49, and as shown on the floor plans recorded in   Condominium Plat Book 5, Pages 52-54 (now Condominium Cabinet G, Slides 318-320); and as   described in the Fifth Amendment to Master Deed and Declaration of Condominium recorded   January 8, 1985, in Deed Book 1360, Page 819, and in Condominium Deed Book 13, Page 717,   and as shown on the floor plans recorded in Condominium Plat Book 5, Pages 70-71 (now   Condominium Cabinet G, Slides 336-337); and as described in the Sixth Amendment to Master   Deed and Declaration of Condominium recorded on April 11, 1985, in Deed Book 1367 Page   505, and in Condominium Deed Book 14, Page 310, and as shown on the floor plans recorded in   Condominium Plat Book 5, Pages 99-100 (now Condominium Cabinet G, Slides 365-366) and as   described in the Seventh Amendment to Master Deed and Declaration of Condominium recorded   on October 12, 1987, in Deed Book 1457, Page 556, and in Condominium Deed Book 18, Page   446, and as shown on the floor plans recorded in Condominium Cabinet G, Slides 431-436; and   as described in the Eighth Amendment to Master Deed and Declaration of Condominium dated   November 8, 1989, record in Deed Book 1552, Page 269, and in Condominium Deed Book 22,   Page 691, and as described in the Ninth Amendment to Master Deed and Declaration of   Condominium dated January 7, 1994, recorded in Deed Book 1709, Page 429, and in   Condominium Deed Book 29, Page 22, and as shown on the floor plans recorded in   Condominium Cabinet G, Slides 515-524, all references being to records in the Fayette County   Clerk’s Office.   Lexington Surgery Center   Being all of Parcel 1 (Tract 1B) and Parcel 2 (Tract 2A) as shown on the Consolidated and   Corrected Amended Minor Plat of St. Joseph Hospital - Tract 1B and 2A, as shown by plat   thereof of record in Plat Cabinet K, Slide 588, in the Fayette County Clerk's Office, to which plat   reference is hereby made for a more particularly reference, and the improvements thereon being   known as 1451-1501 Harrodsburg Road (or 650-690 Shaker Drive).   Hot Springs Village Office Building   A tract of land lying in the Southwest Quarter of the Southeast Quarter, Section 8, Township 1   South, Range 19 West of the Fifth Principal Meridian, Garland County, Arkansas, being more   particularly described as follows: Commencing at a 1/2-inch rebar marking the South 1/4 corner   of said Section 8; thence South 88 degrees 38 minutes 07 seconds East 377.56 feet; thence North   04 degrees 20 minutes 26 seconds East 178.00 feet to the POINT OF BEGINNING; thence   North 86 degrees 21 minutes 18 seconds West 202.32 feet; thence North 01 degree 59 minutes   27 seconds East 195.68 feet to a point on the Southerly side of an access Easement; thence along   the said Easement the following two (2) courses and distances: 1) South 87 degrees 53 minutes   04 seconds East 200.65 feet and 2) South 79 degrees 20 minutes 38 seconds East 169.54 feet;   thence leaving said Easement, along a curve to the right having a radius of 25.00 feet through a   central angle of 80 degrees 23 minutes 33 seconds for an arc length of 35.08 feet and having a   chord which bears South 39 degrees 08 minutes 52 seconds East 32.27 feet from the last said   point; thence South 01 degree 02 minutes 55 seconds West 131.11 feet; thence North 89 degrees   54 minutes 30 seconds West 188.51 feet; thence South 06 degrees 06 minutes 07 seconds West    





 







B-8   52848530.2   13.94 feet to the POINT OF BEGINNING. (according to Survey by Jonathan B. Hammer,   RPLS, dated September 3, 2008)   Together with and subject to a Non-Exclusive Access Easement and right of ingress and egress,   vehicular and otherwise as set forth and described in Warranty Deed, filed August 29, 1997 in   Book 1747 Page 82 5 of the Deed and Mortgage Records of Garland County, Arkansas.   And also, the easements created by Agreement of Easement recorded May 19, 1998 in   Book 1799 at Page 099; Agreement of Easement recorded May 19, 1998 in Book 1799 at   Page 105; and Agreement of Easement recorded May 19, 1998 in Book 1799 at Page 110,   records of Garland County, Arkansas.   Blandford MOB   Unit 110; Unit 220; Unit 501 and Unit 503, of Blandford Building Horizontal Property Regime,   Little Rock, Pulaski County, Arkansas.   Parkview Office Condominiums   Units Numbered 110, 120, 130, 130A, 140, 140A, 150, 155, 210, 220, 230, 260, 310, 320, 340,   360, 430, and 450, Parkview Medical Building Horizontal Property Regime, Little Rock, Pulaski   County, Arkansas.   Springwoods   Unit 2 of the Springwoods MOB Condominium, together with undivided interests in the   common elements of the condominium regime that are associated with such Unit, all as more   particularly described in the Declaration of Condominium of Springwoods MOB Condominium   filed in the Official Public Records of Real Property of Harris County, Texas, on   _________________, under Clerk’s File Number ________________ and recorded at Film Code   No. _____________________ of the Condominium Records of Harris County, Texas.   Dacono Neighborhood Health Clinic   Lot 1, RANCHVIEW INVESTMENT FILING NO. 1, a Subdivision of a part of the City of   Dacono, County of Weld, State of Colorado.   Thornton Neighborhood Health Clinic   Lot 4A, COUNTRY HILLS OFFICE CAMPUS SUBDIVISION AMENDMENT NO. 1,   recorded May 16, 2014 at Reception No. 2014000029993, County of Adams, State of Colorado.   St. Alexius – Mandan Clinic North   Lot 2, Block 2, Sunset Commercial Park Addition to the City of Mandan, Morton County, North   Dakota.    





 







B-9   52848530.2   McAuley Center – Admin Building   Lot 1 and Outlot “A”, in 12809 West Dodge Replat, an addition to the City of Omaha, as   surveyed, platted and recorded in Douglas County, Nebraska.   St. Francis Doctor’s Building a/k/a Grand Island Specialty Clinic   Office Unit B; Office Unit C-1; Office Unit C-2;   Office Unit C-3; Office Unit C-4; Office Unit C-5;   Office Unit E; Office Unit F-10C; Office Unit I-1   in the Grand Island Doctors Building Condominium Property Regime, in the City of Grand   Island, Hall County, Nebraska.   Meridian   Lot 2, Block 1, AN AMENDED PLAT OF BLOCK 1, MERIDIAN OFFICE PARK, FILING   NO. 1 SECOND AMENDMENT, the plat of which was recorded August 20, 1984 at Reception   No. 334012, County of Douglas, State of Colorado.   Exton Revenue Cycle Office   All that certain unit in the property known, named and Identified as Lot 8 Condominium, located   in Township of Uwchlan, County of Chester, and Commonwealth of Pennsylvania, which has   heretofore been submitted to the provisions of the Uniform Condominium Act, 68 PA.C.S. 3101   et seq. by the recording In the County of Chester Department of Records of a Declaration dated   1-30-2007, and recorded on 2-5-2007, in Record Book 7075 page 960, as amended by   Amendment to Declaration of Condominium dated 10/1/ 2007, recorded 1/10/2008, in Record   Book 7343, Page 2085, together with the Declaration Plans as a part thereof, being and   designated as Unit No. 2, together with 9 proportionate undivided Interest in the Common   Elements (as defined in such Declaration) of 50%.   Tax ID / Parcel No. 33-4-357.2    





 







Single Tenant Form   C-1 - 1   52848530.2   EXHIBIT C-1   Space Lease (Single Tenant)   MEDICAL OFFICE BUILDING LEASE   THIS MEDICAL OFFICE BUILDING LEASE (this “Lease”) is made to be effective   as of the date of last execution hereof (“Commencement Date”), between   _____________________, a _______________ (“Landlord”), and _______________________,   a _____________________ (“Tenant”).   RECITALS:   A. Subject to all the terms, provisions, and conditions of this Lease, Landlord hereby   leases to Tenant, and Tenant hereby leases from Landlord, on an exclusive basis, that certain   medical office building which shall be deemed to contain ____________ Rentable Square Feet   of space (“Building”) located in the building commonly referred to as   _____________________________, located at ________________________________ (the   “Property”). The Property is legally described on Exhibit A attached to and incorporated into   this Lease. The Property is leased to Tenant on an exclusive basis, together with the exclusive   use of, and access to, all parking areas serving the property and the non-exclusive use of rights-   of-way, and easements located adjacent to or otherwise serving the Property. “Rentable Square   Feet” shall mean the actual rentable area of the Building as computed in accordance with Office   Buildings: Standard Methods of Measurement and Calculating Rental Area (ANSI/BOMA   Z65.1-2010), as promulgated by the Building Owner’s and Manager’s Association International.   B. Tenant intends to use the Property for the purpose of clinical services, other healthcare   purposes, and uses ancillary thereto (“Permitted Use”).   AGREEMENT:   NOW, THEREFORE, for and in consideration of the mutual covenants, promises and   agreements herein contained, Landlord does hereby demise, lease, and rent unto Tenant and   Tenant does hereby rent and lease from Landlord, on an exclusive basis, the Property, under and   pursuant to the following terms and conditions:   ARTICLE I.   Demise, TERM AND TERMINATION   1.1 Term. Landlord leases to Tenant and Tenant leases from Landlord the Property   for an initial term (“Initial Term”) of one hundred twenty (120) months, commencing on the   Commencement Date first set forth above, and ending on _______________, 2026 (“Expiration    





 







C-1 - 2   52848530.2   Date”). The Initial Term, together with any exercised Renewal Term(s), if applicable, is referred   to herein as the “Term”. Notwithstanding the foregoing, in the event either party terminates this   Lease prior to the first anniversary of the Commencement Date, then the parties shall not enter   into another agreement for the same or substantially the same space and/or services on terms   different from those specified herein for a period of twelve (12) months from the   Commencement Date, unless to do so would not result in there being a non-excepted financial   relationship between a physician and Tenant for purposes of the Ethics in Patient Referrals Act of   1989, as amended, 42 U.S.C. § 1395nn (“Stark Law”), as determined by Tenant, in its sole   discretion. In addition, Landlord and Tenant hereby agree that, in the event Landlord and Tenant   enter into any extension, renewal, restatement, amendment or replacement of this Lease,   Landlord shall not be liable or responsible for any lease commissions or fees related thereto.   Tenant may use a real estate broker for such extension, renewal, restatement, amendment or   replacement so long as Tenant shall be solely responsible for any and all such leasing   commissions and fees. Tenant agrees to indemnify, defend and hold Landlord harmless from and   against any claims or potential claims for leasing commissions and other fees related to any such   extensions, renewals, restatements, amendments or replacements of this Lease.   ARTICLE II.   FINANCIAL ARRANGEMENT   2.1 Rental Rate.   (a) Rent. Tenant agrees to pay and Landlord agrees to accept a base rent   (“Base Rent”), paid in equal monthly installments, for the lease of the Property in the   following amounts for the following periods of time:   PERIOD Annual Base   Rent   Monthly   Base Rent   Month 1 – Month 12   Month 13 – Month 24   Month 25 – Month 36   In addition, Tenant agrees to pay and Landlord agrees to accept the additional rent as set forth in   Section 2.1(b) below (“Additional Rent”). All sums of Base Rent plus Additional Rent are   sometimes herein collectively referred to as “Rent”.   (b) Additional Rent. To the extent not paid by Tenant directly, Tenant   covenants and agrees to pay to Landlord as Additional Rent, the Operating Expenses, as   defined below. Notwithstanding the foregoing or anything to the contrary contained in   this Lease, it is intended that to the greatest extent possible, Tenant shall contract directly   for Operating Expenses and shall pay its service-providers and laborers directly and shall   only be required to pay Additional Rent to Landlord if Landlord incurs or pays an   Operating Expense directly.   (i) Estimated Operating Expenses. On an annual basis, and at such   other times during such calendar year as Landlord shall deem it necessary,    





 







C-1 - 3   52848530.2   Landlord shall provide to Tenant a written statement (“Notice of Estimate”)   setting forth (i) Landlord’s estimate of the Operating Expenses that Landlord   expects to incur for that calendar year (“Estimated Operating Expenses”); and (ii)   the amount of each installment of the Estimated Operating Expenses (“Additional   Rent Installments”), which shall include one-twelfth (1/12th) of the estimated   annual amount of Taxes (as defined below). Tenant shall thereafter pay to   Landlord in advance, with each payment of Base Rent, the Additional Rent   Installments, beginning with the Base Rent due on the first day of the month   immediately following the date of the Notice of Estimate.   (ii) Actual Operating Expenses. Landlord shall within a period of   ninety (90) days after the close of each calendar year, notify Tenant by written   itemized statement (“Notice of Comparison”) of (i) the total amount Landlord   actually paid or incurred (depending upon whether Landlord utilizes an accrual or   cash basis accounting system) as the Operating Expenses during the calendar year   covered by the Notice of Comparison (“Actual Operating Expenses”); and (ii) the   difference, if any, between the Actual Operating Expense and the Estimated   Operating Expenses payable by Tenant (“Additional Rent Adjustment”).   (iii) Adjustment of Additional Rent. If the Notice of Comparison   provides there is an Additional Rent Adjustment payable by Tenant, then Tenant   shall, within thirty (30) days after Tenant receives the Notice of Comparison, pay   to Landlord the amount set forth in the Notice of Comparison as the amount of the   Adjustment of Additional Rent payable by Tenant. If the Notice of Comparison   provides there is an Additional Rent Adjustment payable by Landlord, then   Landlord shall, within thirty (30) days after delivery of the Notice of Comparison   return to Tenant the amount set forth in the Notice of Comparison as the amount   of the Adjustment of Additional Rent due to Tenant.   (iv) Audits of Operating Expenses. Tenant shall have the right at   reasonable times within one hundred eighty (180) days from receipt of the Notice   of Comparison to audit Landlord’s books and records relating to (and only   relating to) the Operating Expenses for any calendar year Additional Rent   becomes due and thereafter shall provide to Landlord a report of the Operating   Expenses audited (“Audit”). If the Audit results in a change in the Actual   Operating Expenses, the resulting Additional Rent Adjustment shall be paid or   adjusted in accordance with the provisions of Sections 2.1(b)(iii) above and   2.1(b)(v) below.   (v) Adjustment of Additional Rent After Term. Notwithstanding the   expiration of the Term, Tenant shall, within thirty (30) days after the date of a   Notice of Comparison for the calendar year in which the Term terminates or   expires, pay to Landlord, any Additional Rent Adjustment payable by Tenant.   Conversely, if the Notice of Comparison provides there is an Additional Rent   Adjustment payable by Landlord, then Landlord shall apply the overpayment to   reduce any unsatisfied obligations of Tenant to Landlord, and the balance, if any,    





 







C-1 - 4   52848530.2   shall be returned to Tenant at the address of Tenant provided to Landlord upon   expiration of the Term.   (vi) Operating Expenses. “Operating Expenses” shall mean all costs or   expenses for operation, repair, maintenance, and management of the Property,   including, without limitation, the costs or expenses for: (a) water, sewage   disposal, drainage, refuse collection, gas, electricity, light, power, or other utility   services (collectively, “Utilities”); (b) maintenance and repair of the Property; (c)   taxes, assessments or other impositions that may be levied, assessed, or imposed   upon or with respect to the Property or any part thereof, or personal property at   any time situated thereon, including, without limitation, real property, ad valorem,   personal property, gross income, franchise, withholding, profits, rent, single   business, value added, excise, occupancy, use, impact fees, sales and gross   receipts taxes (collectively, “Taxes”); (d) casualty, liability, and other insurance   required to be obtained by the parties pursuant to this Lease; (e) [Condominium   Dues and Assessments]; and (f) Capital Expense Installments (as defined in   subsection (viii) below). [FOR SINGLE TENANT PROPERTIES WHERE   PROPERTY MANAGEMENT SERVICES ARE REQUESTED: (g) property   management fees (not to exceed 4% of the gross revenues for the Building) and   salaries, fringe benefits, payroll taxes and related costs for on-site Building   manager and Building Engineer.]   (vii) Excluded Expenses. The term “Operating Expenses” shall not   include the following, to the extent applicable to the Property: (i) repairs,   restoration, or other work occasioned by fire, windstorm, or other casualty or   condemnation to the extent covered by insurance or condemnation proceeds; (ii)   advertising and promotional expenses; (ii) depreciation or amortization allowance   or expense; (iii) interest on indebtedness or any costs of financing or refinancing   the Property; (iv) compensation paid to all employees of Landlord; (v) late fees or   penalties (vi) income, capital stock, succession, transfer, franchise, gift, estate or   inheritance taxes of Landlord; (vii) the cost of any removal, treatment, or   abatement of any hazardous materials on the Property created or generated by   Landlord; (viii) the portion of any costs that are allocable to any other properties   of Landlord or any of its affiliates; and (ix) costs or expenses (including fines,   penalties, and legal fees) incurred due to the violation by Landlord, its employees,   agents, and/or contractors, of any terms and conditions of this Lease.   (viii) Capital Expenses. Costs borne by Landlord for alterations, capital   improvements, equipment replacements, and other items which under generally   accepted accounting principles (“GAAP”) are properly classified as capital   expenses (“Capital Expense”) are to be included within Operating Expenses as   provided for in this Subsection (viii). Landlord shall include a Capital Expense in   the Operating Expenses on an installment basis by amortizing the Capital Expense   over its estimated useful life, together with interest on the unamortized costs at a   4.5% interest rates on the date such costs were incurred, based on a monthly   amortization schedule (each month being a “Capital Expense Installment”).   Tenant shall thereafter pay to Landlord in arrears, with each payment of Base    





 







C-1 - 5   52848530.2   Rent, the Capital Expense Installment for the relevant month until the relevant   Capital Expense has been fully amortized.   2.2 Rental Payments. The Rent shall be payable in advance without necessity of   demand in equal monthly installments beginning on the Commencement Date, and thereafter on   the first day of every calendar month throughout the Term. If either the Commencement Date or   the Expiration Date is on a day other than the first or last day of the month, the monthly Rent for   such first and/or last month of this Lease shall be prorated, based upon a thirty (30) day month.   All Rent payments shall be made payable to Landlord at Landlord’s address for notices set forth   in Section 10.5 of this Lease, or to such other place as Landlord may from time to time designate   in writing to Tenant.   ARTICLE III.   OBLIGATIONS and representations   3.1 Utilities. Tenant shall be responsible for the cost of all Utilities for the Property,   including, without limitation, electricity, gas, water and sewer, telephone and all other   communication services, all energy sources for the Property, such as propane, butane, natural   gas, steam, electricity, solar energy and fuel oil, and any other utilities used in the maintenance,   operation, use occupancy and administration of the Building and the Property. Tenant shall   cause all such utility services to the Property to be metered in its own name or in the name of its   subtenants and shall pay or cause to be paid all charges and deposits for such Utilities. Tenant   shall use Utilities only within the capacity of the circuits in the Building.   3.2 Failure of Utilities. Landlord shall not be liable for damages resulting from   Utilities interruptions caused by casualty, accident, labor dispute or any other cause, nor shall   any interruptions be deemed an actual or constructive or partial eviction or result in any   abatement of Rent.   3.3 Landlord Representations. Landlord hereby represents to Tenant that Landlord   is the owner in fee simple of the Property and all improvements thereon and has the right and   authority to enter into this Lease. Tenant acknowledges and agrees that, prior to the   Commencement Date, it or its affiliate has been in continuous possession and occupancy of the   Property and therefore, Tenant has full and complete knowledge of all conditions of the Property,   including, without limitation, the physical condition of the Property. Accordingly, as of the   Commencement Date, Landlord has delivered actual and exclusive possession of the Property to   Tenant in an “as is, where is” condition without representation or warranty except Landlord’s   warranty of title set forth in the immediately preceding sentence. Tenant acknowledges that   Landlord’s title to the Property is subject to all matters of record, each of which has been   examined by and is acceptable to Tenant (the “Title Matters”). To the extent required therein,   Tenant agrees to timely comply with any requirements contained in the Title Matters.   LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,   IN RESPECT OF THE PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS   FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR   PURPOSE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WITH REGARD TO   DESIGN OF THE PREMISES OR ANY PART THEREOF AS REGARDS PREVENTING,   CONTROLLING, AND/OR MINIMIZING MICROBIAL CONTAMINATION AND    





 







C-1 - 6   52848530.2   INFECTIOUS DISEASES, OR WITH REGARD TO COMPLIANCE WITH ANY   MEASURES, REQUIREMENTS OR SYSTEMS RECOMMENDED OR REQUIRED BY THE   UNITED STATES CENTERS FOR DISEASE CONTROL AND PREVENTION (“CDC”) AND   ANY OTHER APPLICABLE REGULATORY AGENCIES IN ORDER TO PREVENT,   CONTROL, AND/OR MINIMIZE MICROBIAL CONTAMINATION AND INFECTIOUS   DISEASES, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN,   LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE   BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES HAS BEEN   INSPECTED BY TENANT AND IS SATISFACTORY TO IT. LANDLORD HEREBY   DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF   MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO   THE PREMISES OR ANY COMPONENT PART THEREOF. Tenant acknowledges and agrees   that except for Landlord’s warranty as to title to the Property, and matters caused by the   intentional or negligent act of Landlord, no representations or warranties, express or implied,   have been made by Landlord, or by any person, firm or agent acting or purporting to act on   behalf of Landlord, as to (i) the presence or absence on or in the Property of any particular   materials or substances (including, without limitation, asbestos, hydrocarbons or hazardous or   toxic substances), (ii) the condition or repair of the Property or any portion thereof, (iii) the   value, expense of operation or income potential of the Property, (iv) the accuracy or   completeness of any structural reports, environmental audits or other information provided to   Tenant by any third party contractor relative to the Property (regardless of whether the same were   retained or paid for by Landlord), or (v) any other fact or condition which has or might affect the   Property or the condition, repair, value, expense of operation or income potential thereof. Tenant   represents that the officers of Tenant are knowledgeable and experienced in the leasing of   properties comparable to the Property and agrees that Tenant will be relying solely on Tenant’s   knowledge concerning the nature and condition of the Property in leasing the Property. THE   PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED   TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND   LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD,   EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY PORTION   THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE   OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND   TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION   AND DISCLAIMER, SUBJECT TO LANDLORD’S WARRANTY OF TITLE.   3.4 Environmental Conditions. Tenant shall not cause, nor permit, any hazardous or   toxic substances to be brought upon, produced, stored, used, discharged or disposed of in, on or   about the Property with except as used in the ordinary course of Tenant’s business and then only   in compliance with all applicable environmental laws. Landlord agrees to indemnify, defend,   and hold harmless Tenant for any (i) violation of federal, state, or local law, ordinance, or   regulation resulting from any environmental condition in or about the Property occurring prior to   the Commencement Date of this Lease caused or created by Landlord; or (ii) personal injury or   property damages resulting from the presence, storage or generation of any hazardous substances   on or about the Property caused by Landlord or any party under Landlord’s reasonable control.   ARTICLE IV.   USE and SIgnage    





 







C-1 - 7   52848530.2   4.1 Use of Property. Tenant covenants and agrees, so long as this Lease remains in   force, to use the Property for the Permitted Use.   4.2 Signs. Tenant shall be entitled to have its name displayed on all building standard   signage, including, but not limited to, monument signage, if available. Tenant shall be entitled to   any additional signage provided such signage is in compliance with applicable local law   requirements.   ARTICLE V.   CONDITION OF PREMISES, MAINTENANCE, and CASUALTY   5.1 Maintenance.   (a) Tenant’s Obligation. Tenant shall, throughout the Term, preserve in good   working order (subject to ordinary wear and tear and damage by fire or other casualty)   and maintain and perform all maintenance, repairs and replacements to the Building   and/or the Property, except those portions that are the Landlord’s obligation as set forth in   Section 5.1(b) below, as set forth and otherwise in compliance with applicable state   statutes and regulations governing health care facilities (including, but not limited to, any   applicable federal or state requirements), and to otherwise keep the Property in a   reasonably safe and serviceable condition.   (b) Landlord Obligation. Landlord and Tenant hereby agree that Landlord   shall, without limitation, perform all maintenance, repairs and replacements to the   Building and/or the Property that are Capital Expenses, including but not limited to the   structural portions of the Building and all equipment and systems serving the Building   and/or the Property.   5.2 Disposal of Hazardous Materials or Infectious Waste. It shall be Tenant’s   responsibility to dispose of any hazardous material and infectious waste (as such terms are   defined by applicable federal, state, and local environmental laws and shall specifically include   but not be limited to, without limitation, all radioactive materials, bulk blood, and blood   products; cultures or specimens from medical, pathological, pharmaceutical, research,   commercial, and industrial laboratories; human tissues, organs, body parts, secretions, blood, and   body fluids removed during surgery and autopsies; the carcasses and body parts of all animals   exposed to pathogens in research, used in the vivo testing of pharmaceuticals or that died of   known or suspected infectious diseases; needles, syringes, and scalpel blades) from the Property.   To this end, Tenant shall see to it that all such hazardous material and infectious waste are   temporarily stored on the Property in a manner consistent with applicable laws and approved by   Landlord. Tenant shall be responsible for all costs and expenses associated with such removal.   Tenant shall not cause or permit any hazardous materials or infectious waste to be disposed on,   under, or about the Property or Landlord’s surrounding property. Tenant shall not place or permit   to be placed any hazardous materials or infectious waste in any trash dumpster or other garbage   collection bin provided by Landlord for the disposal of non-infectious waste or garbage.    





 







C-1 - 8   52848530.2   5.3 Rules and Regulations. Tenant and Tenant’s agents, employees, invitees, and   visitors shall comply fully with the rules and regulations attached hereto are hereby incorporated   into this Lease as Exhibit B (“Rules and Regulations”). The Rules and Regulations may be   changed or amended by Landlord in its reasonable judgment at any time and from time to time,   provided that such changes do not materially diminish the right of Tenant or increase Tenant’s   obligations under this Lease.   5.4 Right of Landlord to Inspect and Repair. Landlord and its agents, employees,   and independent contractors shall have the right to enter the Property upon at least twenty-four   (24) hours prior notice (except in cases of emergency) to perform its obligations under this Lease   or examine the Property only in accordance with the terms of this Lease, including, but not   limited to, this Section 5.4. Landlord may perform routine maintenance and repairs during   regular business hours upon reasonable prior notice to Tenant. Except in the case of an   emergency, if Landlord is required to do any major repair or maintenance work that is likely to   interrupt Tenant’s operations at the Property, Landlord will use commercially reasonable efforts   to perform such work after-hours. Landlord shall be liable for all loss, damage, or injury to   person or property and shall indemnify and hold Tenant harmless from all claims, losses, costs,   expenses, and liability, including reasonable attorney’s fees resulting from Landlord’s entry   except to the extent caused by the negligence or intentional acts of Tenant or its employees.   Landlord acknowledges that Tenant is required by law to protect the privacy rights of its patients   pursuant to: (i) the Administrative Simplification Requirements of the Health Insurance   Portability and Accountability Act of 1996, as amended (“HIPAA”) and the regulations   promulgated thereunder, including, the Standards for Privacy of Individually Identifiable Health   Information and the Security Standards for the Protection of Electronic Protected Health   Information (45 C.F.R. Parts 160 and 164); and (ii) the security and privacy provisions of the   American Recovery and Reinvestment Act (“ARRA”), including the Health Information and   Technology for Economic and Clinical Health Act (“HITECH”), and the regulations promulgated   thereunder, as all of these may be amended from time to time. Accordingly, except in the case of   an emergency, Landlord’s right to enter the Property and to make alterations, repairs,   replacements, improvements, or additions to the Property shall be subject to reasonable advance   written notice to Tenant; provided, however, such advance written notice shall not be less than   twenty-four (24) hours prior to entry. Tenant, in its sole discretion, may require Landlord to be   accompanied by an authorized employee or agent of Tenant at all times when Landlord requires   access to the Property to ensure such Landlord access does not interfere with Tenant’s   obligations to protect the privacy rights of its patients as described above. Landlord shall not   make any material modifications to the Property (including, without limitation, the parking areas,   driveways, and walks) without Tenant’s prior written consent, such consent not to be   unreasonably withheld, conditioned, or delayed.   5.5 Nuisance. Tenant shall not commit any waste, or create, maintain, or suffer or   permit to be created or maintained, any nuisances in or about the Property, including, but not   limited to, loud noises, sound effects, offensive odors or chemicals, smoke, and dust. Should   Landlord materially impair Tenant’s ability to use the Property for the Permitted Use, including   but not limited to any activity that involves loud noises, sound effects, offensive or chemical   odors, smoke, or dust, or is otherwise a nuisance, and the disruption continues for in excess of   thirty (30) days after notice to Landlord from Tenant, Tenant shall have the right to either (a)    





 







C-1 - 9   52848530.2   terminate this Lease, without any additional notice or cure period required under Section 9.3,   upon sixty (60) days’ written notice specifying the effective date of Tenant’s termination   [OPTIONAL: together with a termination fee equal to three (3) months’ rent] and the parties   shall be relieved of all further obligations under this Lease, except those that expressly survive   such termination, or (b) implement such control measures as it deems reasonable to isolate   Tenant from such noise, odors, smoke, dust, or other nuisance, at Landlord’s sole cost and   expense, as determined by Tenant in Tenant’s commercially reasonable discretion.   5.6 Parking. Tenant and Tenant’s employees and invitees shall have the exclusive   right to park in the parking areas situated for the Property at no additional cost to Tenant.   5.7 Certain Rights Reserved To Landlord. Landlord reserves the following rights,   each of which Landlord may exercise following reasonable prior written notice to Tenant, and   the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of   Tenant’s use or possession of the Property and shall not give rise to any claim for set off or   abatement of rent or any other claim: (a) to make repairs, alterations, additions or improvements,   whether structural or otherwise, in and about the Property, and for such purposes, on reasonable   advance notice (except in an emergency), to enter upon the Property in accordance with Section   5.4 of this Lease, temporarily close doors, corridors, and other areas on the Property and   interrupt or temporarily suspend services, provided that Landlord shall schedule such work so as   to minimize interference with Tenant’s business; (b) to retain at all times, and to use in   appropriate instances, keys to all doors within and associated with the Property; provided that,   except in the event of an emergency threatening injury to persons or damage to property,   Landlord agrees to give Tenant reasonable prior notice of any entry onto the Property; (c) to   show or inspect the Property at reasonable times and, if vacated or abandoned, to prepare the   Property for re-occupancy subject to the access provisions of this Lease; and (d) to install, use,   and maintain in and through the Property, pipes, conduits, wires, and ducts serving the Property,   provided that such installation, use, and maintenance does not unreasonably interfere with   Tenant’s use of the Property.    





 







C-1 - 10   52848530.2   ARTICLE VI.   IMPROVEMENTS & FIXTURES   6.1 Alterations or Improvements. Tenant is prohibited from making any alterations   or improvements to the Property without Landlord’s prior written consent, which consent shall   not be unreasonably withheld, conditioned or delayed. In the event Tenant proposes to make any   alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written   approval: (i) plans and specifications; (ii) names, addresses and copies of contracts for all   contractors; (iii) all necessary permits evidencing compliance with all applicable governmental   rules, regulations and requirements; and (iv) certificates of insurance in form and amounts   required by Landlord. Tenant shall pay the entire cost of the alteration. Each alteration shall be   performed in a good and workmanlike manner, in accordance with the plans and specifications.   In addition, each alteration shall be performed in compliance with all applicable governmental   and insurance company laws, regulations and requirements. Upon the completion of such   alterations or improvements, Tenant shall deliver, if applicable, final “as-built” drawings to   Landlord. Notwithstanding the foregoing, Tenant may make alterations of a purely non-   structural, decorative nature without Landlord’s prior written consent if such alterations do not   (a) require the issuance of a building permit, (b) affect the base building mechanical, electrical or   plumbing systems or equipment in the Building, and (c) exceed an aggregate total cost of   $50,000. In no event shall Landlord charge Tenant a construction oversight supervisory fee for   such alterations or improvements.   6.2 Improvements to Landlord’s Property. All alterations and improvements that   are affixed to the Property (but specifically excluding Tenant’s personal property, trade fixtures,   equipment and furniture) shall remain in place at the Property and become property of Landlord   when the Term expires.   6.3 Removal of Trade Fixtures. After the expiration or termination of this Lease, at   no charge to Tenant, Tenant shall have the right to remove any trade fixtures, equipment,   furniture, and fixtures, provided that Tenant restores the Property at Tenant’s expense promptly   after such removal to the condition in which it was delivered to Tenant, acts of God, Landlord,   and Landlord’s agents, representatives, employees, independent contractors or invitees,   condemnation, ordinary wear, and tear, and events of casualty excepted. This right of removal   shall not include the right to remove any plumbing, wiring, linoleum, or carpeting glued to the   floor, unless the same is replaced.   6.4 Liens. Upon completion of any alteration that require Landlord’s consent, Tenant   shall promptly furnish Landlord with sworn owner’s and contractors’ statements and full and   final waivers of lien covering all labor and materials included in such alteration. Tenant shall not   permit any mechanic’s lien to be filed against the Property, or any part thereof, arising out of any   alteration performed by or on behalf of Tenant. If any such lien is filed, Tenant shall within sixty   (60) days thereafter have such lien released of record or deliver to Landlord a bond or title   insurance in form, amount, and issued by a surety or title insurance company reasonably   satisfactory to Landlord.   6.5 Improvement Allowance. During the Initial Term, Tenant shall be entitled to a   tenant improvement allowance (“Improvement Allowance”) in the amount of Four and 00/100    





 







C-1 - 11   52848530.2   Dollars ($4.00) per square foot of the Premises for Tenant’s actual costs relating to the design,   permitting and construction of Tenant's improvements (“Improvements”). Upon written request   of Tenant and provided that no Event of Default (as defined in Section 9.1 below) has occurred   and is continuing, Landlord shall pay all or any portion of the Improvement Allowance to Tenant,   within thirty (30) days after Landlord’s receipt of (a) paid invoices from the Tenant’s contractors   and (b) lien waivers/releases relating to the work that has been completed. If the actual cost of   the Tenant Improvements is expected to exceed the Improvement Allowance (“Excess Costs”),   Tenant will notify Landlord prior to commencement of the Improvements and, subject to   Landlord’s reasonable approval, and at Tenant’s election, the Excess Costs will be amortized   over the remaining portion of the Initial Term at an interest rate of nine percent (9%), payable in   equal monthly installments as Additional Rent, or will be paid by Tenant.   ARTICLE VII.   INDEMNITY, insurance, casualty, and condemnation   7.1 Indemnities.   (a) Tenant’s General Indemnity of Landlord. Tenant agrees to defend,   indemnify, and hold harmless Landlord and its agents and employees, from and against   any and all liability, losses, suits, claims, demands, and actions for personal injury,   including, but not limited to, death and property damage, and all costs and expenses   associated therewith (including but not limited to reasonable attorneys’ fees) for (i)   injuries to any persons and damage to or theft, misappropriation, or loss of property   occurring on the Property and (ii) any breach, violation, or non-performance of any   obligation of Tenant hereunder; provided, however, that Tenant shall not indemnify   Landlord or its agents or employees, from or in respect of any claim or matter which   results from the (y) negligence or willful act or omission of Landlord or any of its   shareholders, directors, officers, servants, clients, customers, invitees, licensees, tenants,   guests, agents, or employees or (z) breach or default by Landlord in the performance of   its obligations under this Lease.   (b) Landlord’s General Indemnity of Tenant. Landlord agrees to defend,   indemnify and hold harmless Tenant and its agents and employees, from and against any   and all liability, losses, suits, claims, demands, and actions for personal injury, including,   but not limited to, death and property damage, and all costs and expenses associated   therewith (including but not limited to reasonable attorneys’ fees), for (i) injuries to any   persons and damage to or theft, misappropriation or loss of property occurring in or about   the Property and (ii) any breach, violation, or non-performance of any obligation of   Landlord hereunder; provided, however, that Landlord shall not indemnify Tenant or its   agents or employees from or in respect of any claim or matter which results from the (y)   negligence or willful act or omission of Tenant or any of its shareholders, directors,   officers, servants, clients, customers, invitees, licensees, guests, agents, or employees or   (z) breach or default by Tenant in the performance of its obligations under this Lease.   7.2 Tenant’s Insurance. Tenant, at Tenant’s expense, shall procure and maintain,   during the Term of this Lease, comprehensive general liability insurance with limits of not less   than $1,000,000 for personal injury (including death) and $500,000 for property damage, and    





 







C-1 - 12   52848530.2   professional liability insurance covering the risk of personal injury or death with limits of not   less than $1,000,000 per occurrence and $3,000,000 in the aggregate or the professional liability   coverage required under the laws of the state in which the Property is located. Tenant shall   procure and maintain property insurance with extended coverage and business interruption   protection (as well as cause subtenants of the Property to carry such insurance) in the amount of   the full replacement value of all Tenant’s personal property, equipment, and leasehold   improvements made by Tenant, insuring against all loss and damage resulting from fire, all other   perils covered by “special perils” coverage The policy or policies shall be issued by a company   or companies licensed to do business in the state in which the Property is located and shall name   Landlord as an additional insured. Tenant shall deliver to Landlord certificates for all insurance   policies required to be maintained by Tenant within thirty (30) days after Landlord’s written   request. Tenant may elect to carry its insurance pursuant to a captive-carrier or self-insurance   program [subject to customary and reasonable requirements to be established]. [CHI’s risk   department to review this section; additional discussion needed.]   7.3 Landlord’s Insurance. Landlord shall cause to be maintained, during the Term,   with solvent and responsible companies qualified to do business in the state in which the   Property is located and in good standing: (i) commercial property insurance with special causes   of loss coverage for the Property in an amount equal to one hundred percent (100%) of the full   replacement value of the Building (excluding the value of improvements installed by Tenant),   with no exclusions or limitations not generally accepted by owners of comparable buildings in   the area of the Property and extended coverage endorsements, including, without limitation,   rental interruption coverage; and (ii) commercial general liability insurance covering injuries   occurring on the Property, which shall provide for a combined coverage for bodily injury and   property damage in an amount not less than $1,000,000 per occurrence and $3,000,000 in the   aggregate. Landlord shall deliver to Tenant certificates for all insurance policies required to be   maintained by Landlord within thirty (30) days after Tenant’s written request.   7.4 Waiver of Subrogation. Landlord and Tenant hereby release each other and each   other’s agents and employees of liability and responsibility, and each waives its entire claim of   recovery, for: (i) any loss or damage to the real or personal property of each other covered by   insurance (or self-insurance) actually maintained, or required to be maintained under this Lease,   by the party granting the release; and (ii) any loss relating to business interruption at the   Property. The foregoing releases shall be applicable even though the loss or damage may have   been caused by the negligence of the party hereby released, it being understood that each party   shall look solely to its own insurance (or self-insurance) in the event of any such loss or damage.   Notwithstanding the foregoing release provisions, Landlord and Tenant agree that such releases   shall not apply to any loss or damage that results from Landlord or Tenant, as applicable,   breaching its maintenance and repair obligations under this Lease. Landlord and Tenant shall   cause their respective insurance companies to consent to such releases and to include a waiver of   subrogation endorsement in each of their insurance policies. [CHI’s risk department to review   this section; additional discussion needed.]   7.5 Responsibility for Own Acts. Each party shall be responsible for its own acts   and omissions and shall be liable for payment of that portion of any and all claims, liabilities,   injuries, suits, and demands and expenses of all kinds that may result or arise out of any alleged    





 







C-1 - 13   52848530.2   malfeasance or neglect caused or alleged to have been caused by such party and its employees,   agents, contractors, or subcontractors in the performance or omission of any act or responsibility   of such party under this Lease. In the event that a claim is made against both parties, it is the   intent of both parties to cooperate in the defense of the claim and to cause their insurers to do   likewise. Both parties shall, however, retain the right to take any and all actions they believe   necessary to protect their own interests. The provisions of this Section shall survive the   termination or expiration of this Lease.   7.6 Casualty Event. In the event of damage or destruction of the Property through a   casualty event which makes the Property totally or partially unusable by Tenant for the intended   purposes (a “Casualty”), then (a) if there is one (1) year or less left in the then current Term of   this Lease, then either Tenant or Landlord may terminate this Lease by written notice to the   other, and (b) if more than one (1) year is left on the then current Term of this Lease, then this   Lease shall continue in effect provided that Landlord and Tenant determine, in their reasonable   judgment that adequate insurance proceeds will be available to rebuild the Property and that such   rebuilding can be accomplished in no more than one hundred eighty (180) days, otherwise this   Lease shall automatically terminate as of the date of the Casualty and Base Rent and Additional   Rent shall be apportioned as of the date of the Casualty and the parties shall have no further   liability to each other under this Lease. In the event neither Landlord nor Tenant elect to   terminate this Lease, then Landlord shall rebuild the Property in a diligent and timely manner as   soon as possible, but in no event longer than such 180-day period following such Casualty   pursuant to plans and specifications to be approved by Tenant, which approval shall not be   unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall have the right to   terminate this Lease, upon thirty (30) days’ written notice to Landlord, in the event of a Casualty,   and any of the following occurs: (i) the time required for substantial completion of restoration is   reasonably estimated to take more two hundred seventy (270) days from the date of the Casualty;   (ii) Landlord has not commenced repairs and/or restoration within ninety (90) days from the date   of such Casualty (provided Landlord has received insurance proceeds); or (iii) Landlord has not   completed repairs and/or restoration within one hundred eighty (180) days after commencement   of such repairs or restoration; upon which Base Rent and Additional Rent shall be apportioned as   of the date of the Casualty.   7.7 Abatement of Rental. In event of a Casualty, a just and proportionate part of the   Rent shall abate from the date of such Casualty until the Building has been repaired and restored.   7.8 Condemnation. In the event the whole or a portion of the Property is taken as a   result of the exercise of the power of eminent domain or condemnation for public or quasi-public   use or sale, then Landlord shall be entitled to receive and retain the amount awarded for such   taking of the Property and for Landlord’s business loss. Tenant shall be entitled to receive and   retain such amounts as may be allocable to the taking of its fixtures, equipment, personal   property, and furniture and its leasehold improvements which are not Landlord’s property and for   moving damages. Upon receipt of a notice of the eminent domain proceedings or condemnation,   the party receiving such notice shall within thirty (30) days of receipt deliver a copy of such   notice to the other party. Tenant and Landlord, at either party’s option, upon receipt of such   notice, shall have the right to terminate this Lease effective as of the date of the taking of the   Property by giving prior written notice to the other party.    





 







C-1 - 14   52848530.2   ARTICLE VIII.   COMPLIANCE REQUIREMENTS   8.1 Compliance Requirements. Landlord and Tenant acknowledge and agree to   comply with the Compliance Requirements set forth below.   (a) Compliance with CHI Standards of Conduct and Ethical and   Religious Directives. Landlord acknowledges that Catholic Health Initiatives (“CHI”) is   an owner of Tenant, and Tenant is subject to the “Ethical and Religious Directives for   Catholic Health Care Services” (“Directives”) as promulgated by the United States   Conference of Catholic Bishops, and as may be revised from time to time. As of the date   of this Lease, the Directives are available at the following   website: http://www.usccb.org. In addition, Tenant is obligated to follow the CHI   Standards of Conduct and Ethics at Work publication (“CHI Standards”), a copy of which   can be found on-line at: http://www.catholichealthinitiatives.org/corporate-responsibility.   Landlord will do nothing under the terms of this Lease to cause Tenant or CHI to violate   the Directives or the CHI Standards. In the event that Tenant or CHI determines in good   faith that that Landlord has caused CHI to be non-compliant with its obligations pursuant   to this Section and Landlord fails to correct or cure the cause of such violation within   thirty (30) days after receipt of written notice, then CHI may cause Tenant to terminate   this Lease upon written notice to Landlord.   (b) Excluded Provider. Landlord hereby represents and warrants that neither   Landlord nor any owner of Landlord is, or at any time has been, excluded from   participation in any federally funded health care program, including Medicare and   Medicaid. Landlord hereby agrees to notify Tenant immediately of any threatened,   proposed, or actual exclusion of Landlord or any owner of Landlord from any federally   funded health care program, including Medicare and Medicaid. In the event that   Landlord or any owner of Landlord is excluded from participation in any federally   funded health care program during the Term, or if at any time after the Commencement   Date of this Lease it is determined that Landlord or any owner of Landlord is in breach of   this Section, Tenant shall, as of the effective date of such exclusion or breach,   automatically terminate this Lease. Landlord shall indemnify and hold harmless Tenant   against all actions, claims, demands, and liabilities and against all loss, damage, costs,   and expenses, including reasonable attorneys’ fees, due to the exclusion of Landlord or   any owner of Landlord from a federally funded health care program, including Medicare   or Medicaid or out of an actual or alleged injury to a person or to property as a result of   the negligent, intentional act or omission, or criminal or fraudulent act of Landlord or any   of Landlord’s employees, subcontractors, or agents providing services in connection with   Landlord’s obligations under the Lease.   (c) Compliance with Medicare Anti-Kickback, Self-Referral and Anti-   Rebate Laws. To the extent the following is applicable, neither party shall engage in any   activity prohibited by 42 U.S.C. §1395nn (42 Code of Federal Regulations, Part 411   (411.1 to 411.361)), 42 U.S.C. §1320a-7a and 42 U.S.C. Section 1320a-7b (42 Code of   Federal Regulations, Part 1001 (1001.952(a) to 1001.1001)) or any other federal, state, or    





 







C-1 - 15   52848530.2   local law or regulation relating to the referral of patients, including, without limitation,   anti-rebating and self-referral prohibitions and limitations, as those regulations now exist   or as subsequently amended, renumbered, or revised, nor shall either party associate or   engage in similar activities with respect to any third party payors, including, but not   limited to, soliciting or receiving, directly or indirectly, any compensation, in cash or in   kind, or offering to pay any compensation to a third person in exchange for referring an   individual to a person for the furnishing of any item or service for which payment may be   made in whole or in part by Medicare or Medicaid or any other state or federally funded   healthcare payment program.   (d) Record Keeping. If, and to the extent that, 42 USC § 1395x(v)(1)(I) is   applicable, until the expiration of four (4) years after the termination or expiration of this   Lease, Landlord shall make available, upon written request by the Secretary of the   Department of Health and Human Services, or upon request by the Comptroller General   of the United States General Accounting Office, or any of their duly authorized   representatives, a copy of this Lease and such books, documents, and records as are   necessary to certify the nature and extent of the costs of the services provided by   Landlord under this Lease. To the extent applicable, Tenant shall be responsible for all   facility-related record keeping for Joint Commission or Center for Medicaid and   Medicare Services, or local or state healthcare agencies. The provisions of this Section   shall survive the termination or expiration of this Lease.   (e) Confidentiality. The parties hereto shall hold in confidence the   information contained in this Lease and each of them hereby acknowledges and agrees   that all information related to this Lease, not otherwise known to the public, is   confidential and proprietary and is not to be disclosed to third persons without the prior   written consent of each of the parties except: (a) to the extent necessary to comply with   any law, rule, or regulation or the valid order of any governmental agency or any court of   competent jurisdiction; (b) as part of its normal reporting or review procedure, to its   auditors, and to its attorneys; (c) to the extent necessary to obtain appropriate insurance,   to its insurance agent; or (d) as necessary to enforce its rights and perform its agreements   and obligations under this Lease. Landlord shall treat all non-public information obtained   as part of this engagement as confidential and shall not, without written authorization   from Tenant, release or share such information with any third party, except as may be   required by law. Landlord agrees that, prior to reporting any actual or perceived violation   of law to any governmental entity, even if required by law to do so, Landlord will first   exercise reasonable efforts to discuss any potential legal or compliance matter with   Tenant’s Corporate Responsibility Officer and CHI Legal Counsel and, unless otherwise   required by law, provide Tenant with an opportunity to investigate and appropriately   report any compliance matter brought to Tenant’s attention by Landlord. The provisions   of this Section shall survive the termination or expiration of this Lease.   (f) Jeopardy. Notwithstanding anything to the contrary contained in the   Lease, in the event the performance by either party hereto of any term, covenant,   condition, or provision of this Lease jeopardizes the licensure of Tenant or an affiliate of   Tenant, its participation in or the payment or reimbursement from, Medicare, Medicaid   program, Blue Cross, or other reimbursement or payment programs, or its full    





 







C-1 - 16   52848530.2   accreditation by the Joint Commission, as applicable, or any other state or nationally   recognized accreditation organization, or the tax-exempt status of Tenant or an affiliate of   Tenant, any of its property or financing (or the interest income thereon, as applicable), or   will prevent or prohibit any physician, or any other health care professionals or their   patients from utilizing Tenant or any of its services, or if for any other reason said   performance should be in violation of any statute, ordinance, or be otherwise deemed   illegal, or be deemed unethical by any recognized body, agency, or association in the   medical or hospital fields, Landlord and Tenant shall initiate good faith negotiations to   resolve the matter through amendments to this Lease. If the matter cannot be resolved by   amendments to this Lease, as reasonably and mutually determined by Landlord and   Tenant, then Tenant may, at its option, terminate this Lease.   (g) Health Care Regulatory Requirements. To the extent the following is   applicable, and to the extent Landlord or any owner of Landlord is a physician, the   parties hereto acknowledge and agree that (a) the Property leased hereunder do not   exceed that which are reasonable and necessary for Tenant’s legitimate business purpose   and are used exclusively by Tenant during the Term; (b) the rental charges over the Term   are set in advance, are consistent with fair market value, and are not determined in a   manner that takes into account the volume or value of any referrals or other business   generated between the parties; and (c) this arrangement would be commercially   reasonable even if no referrals were made between the parties. Nothing in this Lease,   whether written or oral, nor any consideration in connection herewith requires the referral   of any patient. This Lease is not intended to influence the judgment of Tenant in   choosing the medical facility appropriate for the proper treatment of patients. Tenant   shall not receive any compensation or remuneration in exchange for referrals. The parties   hereto support a patient’s right to select the medical facility of his or her choice. The   parties specifically do not intend to violate the federal (or any state’s versions of the)   Stark Law and Anti-Kickback Statute and intend to meet the requirements of the Lease   Exception set forth at 42 CFR 411.357(a), and to the extent possible, of the Lease Safe   Harbor set forth at 42 CFR 1001.952(b).   (h) No Referral Obligation. To the extent applicable, and to the extent   Landlord or any owner of Landlord is a physician, nothing in the Lease shall be construed   to require Landlord to refer patients to Tenant or to require Tenant to refer patients to   Landlord.   (i) Financial Relationship. Landlord certifies that, as of the Commencement   Date of the Lease, no member of his or her immediate family (or if Landlord is a   corporate entity, then no principal of Landlord has a member of his or her immediate   family that) has entered into a financial relationship, including an employment   relationship, with Tenant or an affiliate of Tenant related to the provision of designated   health services as defined in Section 1877 of the Social Security Act or that, if such   relationship exists, it has been disclosed to and approved by Tenant. Landlord agrees to   give Tenant five (5) business days written notice in the event such a relationship is   created during the Term of the Lease. For purposes of this paragraph, “immediate   family” is defined to mean spouse; natural or adoptive parent, child or sibling; stepparent,   stepchild, stepbrother, stepsister; father-in-law, mother-in-law, daughter-in-law, son-in-    





 







C-1 - 17   52848530.2   law, brother-in-law, sister-in-law; grandparent, grandchild and spouse of a grandparent or   grandchild.   (j) Compliance with Environmental Laws. Tenant shall cause the Property   to comply with all applicable environmental laws and governmental requirements;   provided, however, in the event the non-compliance pre-existed the date of this Lease   first above written, the cost of compliance shall be Landlord’s sole cost and expense, and   shall not be included as part of the Operating Expenses. Tenant shall at its own cost and   expense be responsible for obtaining and maintaining all environmental and other   licenses and permits necessary in connection with its use of the Property. In addition,   Tenant shall furnish Landlord with a copy of any and all citations, orders, reports,   subpoenas, or requests regarding the Property from any federal, state, or local   governmental authority and a copy of any and all information, documents, or reports   submitted to any federal, state, or local governmental authority by or on behalf of Tenant   regarding the Property. All notices and reports shall be furnished to Landlord as soon as   practical, and in no event later than five (5) days after Tenant’s receipt of such notice or   the occurrence of the event which triggers the reporting obligation. Nothing in this Lease   shall lessen any duty imposed on Tenant by federal, state, or local laws, regulations, rules,   or ordinances.   (k) Equal Employment Opportunity. By acceptance of this Lease,   Landlord and Tenant represent and warrant to each other that unless exempted under the   terms of these applicable laws, they will comply with the provisions of Executive Order   11246, as amended, and 41 C.F.R. § 60-1.4(a); the Rehabilitation Act of 1973, as   amended, and 41 C.F.R. § 60-741.5(a); the Vietnam Era Veterans’ Readjustment   Assistance Act, as amended; and 29 C.F.R. § 60-250.5(a); and Executive Order 13496   and 29 C.F.R. Part 471, Appendix A to Subpart A.   (l) Compliance with All Laws. Each party warrants that any use of the   Property and any services to be provided hereunder, whether by either party directly or by   an approved subtenant, shall fully comply with all applicable federal, state, and local   statutes, laws, rules, and regulations now in effect or hereafter enacted or passed during   the Term, and that it shall be deemed a material default of this Lease if either party shall   fail to observe this requirement. If such a breach is not cured in accordance with this   Lease, the other party may terminate this Lease without penalty and without limiting any   other rights and remedies set forth in this Lease. Specifically, but not by way of   limitation, each party warrants that any use of the Property and any service to be provided   hereunder shall comply with all applicable statutes, laws, rules, regulations, and   accreditation standards and requirements of Medicare or Medicaid or other federal or   state health programs, The Joint Commission, as applicable, the Health Insurance   Portability and Accountability Act of 1996 and all regulations promulgated thereunder   (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act of   2010, 42 U.S.C. §§ 17921 and 17931 et. seq. (“HITECH ACT”), the National Committee   for Quality Assurance, as applicable, and updates to incorporate any changes to such   statutes, laws, rules, regulations, standards, and requirements.    





 







C-1 - 18   52848530.2   (m) Prohibition on Child Labor and Human Trafficking. Each Party   warrants and represents that it shall comply with all federal and state labor and   employment laws, and executive orders as applicable and specifically those regarding   child labor, procuring commercial sex, using forced labor and human trafficking. This   includes but is not limited to the Trafficking Protection Act of 2000, Executive Order -   Strengthening Protections Against Trafficking in Persons in Federal Contracts, Federal   Acquisition Regulations (FAR), the provisions of the International Labor Organization’s   (“ILO”) Minimum Age Convention (No. 138), 1973, and any other laws or regulations   that prohibit any form of human trafficking, commercial sex, forced labor, child labor or   other exploitation of children in the manufacturing, delivery or provision of   products/devices, items or services and as each may be amended from time to time. In   addition, in connection with any International Organization for Standardization (“ISO”)   certification, the Parties represent and warrant that as applicable each complies with the   Social Accountability Guidelines pursuant to which a Party disqualifies any site that uses   unacceptable manufacturing practices, such as child labor, forced labor or unsafe or   unsanitary working conditions or trafficking of persons as defined by the Trafficking   Protocol (United Nations General Assembly, Protocol to Prevent Suppress and Punish   Trafficking in Persons, Especially Women and Children, Supplementing the United   Nations Convention Against Transnational Organized Crime, 15 November 2000,   available at http://www.unhcr.org/refworld/docid/4720706c0.html). Landlord   acknowledges CHI’s efforts on human trafficking found at   http://www.catholichealthinit.org/human-trafficking-how-you-can-help and represents   and warrants to CHI that it undertakes periodic inspections of any Subcontractor and   manufacturer involved in the provision of its products/devices, items or services   hereunder to ensure compliance with the foregoing. Landlord agrees upon request to   provide CHI with evidence and/or recordkeeping of its compliance with this provision.   ARTICLE IX.   Default, termination and surrender   9.1 Tenant Default and Termination.   (a) Termination upon Default by Tenant; Landlord Reentry. Tenant shall be in   default of Tenant’s obligations under this Lease, and Landlord shall have the right, at   Landlord’s option, to terminate this Lease, or retake possession without terminating this   Lease, in the event that any of the following occur (each, an “Event of Default”):   (i) Tenant fails to pay any undisputed payment of Rent when due and   such failure continues without cure for ten (10) days after written notice by   Landlord to Tenant setting forth the payment default.   (ii) Tenant fails in the performance of any material covenant,   agreement, obligation, or condition in this Lease and such failure continues   without cure for thirty (30) days after written notice by Landlord to Tenant setting   forth the nature of default, or if the nature of the default is such that it cannot   reasonably be cured within thirty (30) days, if Tenant fails to take prompt and    





 







C-1 - 19   52848530.2   diligent steps to begin to cure the default within such thirty (30) days or fails to   prosecute such steps with reasonable diligence to completion; or   (iii) Tenant files bankruptcy or has an involuntary bankruptcy   proceeding initiated against it (and same are not dismissed within sixty (60) days),   makes an assignment for the benefit of creditors, or otherwise seeks protection   under state or federal debtor relief laws.   Upon any termination of this Lease due to an Event of Default, Tenant   shall quit and surrender the Property to Landlord. Whether or not Landlord elects to   terminate this Lease, Landlord may thereafter reenter the Property and remove all persons   and property therefrom by any suitable action or proceedings at law or in equity or by   force or otherwise without being liable for prosecution or in damages therefor and   repossess and enjoy the Property together with all additions, alterations, and   improvements; provided, however, Tenant may elect to remove from the Property all   personal property, equipment, furniture and fixtures. Termination under this paragraph   shall not relieve Tenant from the payment of any sum then due to Landlord, or from any   claim for damages previously accrued, or then accruing, against Tenant.   (b) Re-letting; Tenant’s Liability. Upon such reentry Landlord shall use   commercially reasonable efforts to repair, alter, remodel, and/or change the character of   the Property as Landlord may see fit and/or re-let the Property in whole or in part as the   agent of Tenant or otherwise in the name of Landlord or of Tenant, as Landlord shall   determine, for all or any part of the unexpired initial Term or Renewal Term of this Lease.   Notwithstanding anything set forth herein to the contrary, Landlord hereby agrees to take   such measures as are reasonably necessary to mitigate the damages recoverable as a   result of a Tenant default. Landlord may receive its rents therefor, applying the same first   to the payment of such reasonable expenses as Landlord may have incurred in entering,   dispossessing, re-letting, repairing, or altering the Property, and then to the fulfillment of   the covenants of Tenant herein, including, but not limited to, Rent then due under this   Lease, retaining any balance until the date the term of the initial Term or Renewal Term,   as applicable, would otherwise have expired as security for the payment of all obligations   of Tenant which may arise and be unpaid during such period. If Landlord, after such   reentry, shall be unable to obtain sufficient rent from the Property to pay the amount of   the expenses, in addition to the payment of the rent then due under this Lease and   fulfillment of covenants of Tenant herein, Tenant shall pay to Landlord at the end of each   month during the remainder of the Term the difference between the rent actually received   by Landlord and the sum of the rent reserved hereunder and the expenses. In attempting   to re-let the Property Landlord, in its reasonable discretion, shall determine (i) whether or   not a proposed tenant is suitable and acceptable and (ii) the reasonableness of the rent to   be paid by such tenant.   (c) Other Remedies. Upon an Event of Default which is not cured within the   applicable notice and cure periods, Landlord may, but shall not be obligated to, perform   any obligation of Tenant under this Lease; and, if Landlord so elects, all costs and   expenses paid by Landlord in performing such obligation, together with interest at the   Default Rate (defined below), shall be reimbursed by Tenant to Landlord within thirty    





 







C-1 - 20   52848530.2   (30) days following demand. Any and all remedies set forth in this Lease: (i) shall be in   addition to any and all other remedies Landlord may have at law or in equity, except for   the right to seek consequential damages which is hereby waived by Landlord, (ii) shall be   cumulative, and (iii) may be pursued successively or concurrently as Landlord may elect.   The exercise of any remedy by Landlord shall not be deemed an election of remedies or   preclude Landlord from exercising any other remedies in the future.   (d) Holding Over. If Tenant retains possession of the Property after the   Expiration Date, Tenant shall pay Base Rent during such holding over at one hundred   percent (100%) of the Base Rent in effect immediately preceding such holding over for   the first month of holdover, and thereafter at one hundred twenty-five percent (125%) of   Base Rent in effect immediately preceding such holding over, computed on a monthly   basis for each month or prorated for each partial month that Tenant remains in possession.   The provisions of this Section do not waive Landlord’s right of re-entry or right to regain   possession by actions at law or in equity or any other rights hereunder, and any receipt of   payment by Landlord shall not be deemed a consent by Landlord to Tenant’s remaining in   possession or be construed as creating or renewing any lease or right of tenancy between   Landlord and Tenant. If Tenant shall default in so surrendering the Property, Tenant’s   occupancy subsequent to such expiration or termination shall be deemed to be that of a   tenant at will, and in no event, from month to month, shall be subject to all the terms,   covenants, and conditions of this Lease applicable thereto, and no extension or renewal of   this Lease shall be deemed to have occurred by such holding over. Notwithstanding   anything contained in this Lease to the contrary, in the event any applicable federal, state,   or local law, code, or regulation, including, without limitation, applicable healthcare laws,   codes, or regulations, limit the period of any such holdover, Landlord and Tenant shall   comply therewith.   Notwithstanding the foregoing, if an Event of Default occurs pursuant to which   Landlord enters and retakes possession of the Property, and any Health Information or   Individually Identified Health Information (“PHI”), as defined pursuant to 45 CFR   160.103, is at the Property at the time of such entry and retaking, Landlord shall promptly   relinquish possession of all such PHI to Tenant or Tenant’s legal representative and   Landlord hereby relinquishes all claims to such PHI and shall comply with the provisions   of Section 8.1(l).   9.2 Surrender. Tenant shall surrender the Property to Landlord at the expiration of   the term or termination of this Lease in a good condition, except for ordinary wear and tear and   damage by fire or other casualty.   9.3 Landlord Default. If Landlord shall fail to perform any covenant, term or   condition of this Lease upon Landlord’s part to be performed, and such failure is not corrected   within thirty (30) days of delivery of written notice thereof by Tenant, Tenant may (a) bring a suit   for specific performance and damages, (b) perform any such covenant, term, or condition to be   performed under this Lease by Landlord. If there is not an on-site property manager and an   emergency exists that threatens person or property and requires immediate intervention to   prevent further loss, then Tenant may take such measures as are reasonably necessary to prevent   further loss and stabilize the emergency. In the event that Landlord fails to make any routine    





 







C-1 - 21   52848530.2   repairs to the Property and such failure affects Tenant’s ability to do business on the Property,   then Tenant may proceed to make the repairs that Landlord failed to make. Landlord shall   reimburse to Tenant the reasonable cost of such activities within thirty (30) days following   receipt of Tenant’s written request for reimbursement (“Reimbursement Request”). If Landlord   fails to timely pay the Reimbursement Request, then Tenant may thereafter offset such amounts   with interest accruing at 8% per annum (the “Default Rate”) against next accruing monthly   installments of Additional Rent until paid in full.   ARTICLE X.   MISCELLANEOUS   10.1 Non-Waiver. Landlord shall not by receiving partial payments of Rent in arrears   be deemed to have waived any rights herein for non-payment of Rent or for any other default on   the part of Tenant. No waiver or failure to enforce any of the provisions, terms, conditions, or   obligations herein or failure to declare a default hereunder by Landlord shall be construed as a   waiver of any subsequent breach of such provisions, term, condition, or obligation, or of any   other provision, term, condition, or obligation hereunder, whether the same or different in nature.   No extension of time for performance of any obligations or acts shall be deemed an extension of   time for performance of any other obligations or acts. In addition to all of the remedies granted   Landlord herein, Landlord shall also have the right to invoke any remedy available at law or in   equity to enforce Landlord’s rights hereunder, except for the right to seek consequential damages   which Landlord hereby waives, as if re-entry and other remedies were not herein provided for.   10.2 Unavoidable Delays. If either party be delayed or prevented directly or   indirectly from performing any of its obligations hereunder (other than monetary obligations or   performance by such party’s contractors, subcontractors or laborers) because of fire, strikes, acts   of God, or other labor troubles, or for any other reason beyond such party’s reasonable control,   such party shall incur no liability to the other party as a result thereof, and the period of such   delay or prevention shall be deemed added to the time herein or otherwise provided for such   performance.   10.3 Assignment and Subletting. Tenant shall not directly or indirectly, voluntarily or   by operation of law, sell, assign, or otherwise transfer all or any part of its interest in or rights   with respect to the Premises or its leasehold estate (collectively, “Assignment”), or permit all or   any portion of the Premises to be occupied by anyone other than itself or sublet all or any portion   of the Premises (collectively, “Sublease”) without Landlord’s prior written consent, such consent   not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant   shall, without Landlord’s prior consent, have the right to assign or sublease the Premises, or any   portion thereof, during the Term of the Lease to entities under the common control or operation of   Catholic Health Initiative, or to any affiliate or parent entity of Tenant, or to other entities   acquiring Tenant or Catholic Health Initiative, or any subsidiary of Tenant or Catholic Health   Initiative’s interest in the hospital with which Tenant is affiliated (each a “Permitted Transfer”).   10.4 Other Charges. All charges against Tenant by Landlord accruing under this   Lease shall be treated as Rent due under this Lease and shall be payable at the time and in the   manner specified in this Lease or in any notice from Landlord to Tenant.    





 







C-1 - 22   52848530.2   10.5 Limitation on Landlord’s Liability. Landlord’s liability under this Lease shall   be limited to Landlord’s equity interest in the Building (including all rents, issues, profits and   insurance proceeds therefrom). No judgment rendered against Landlord shall give rise to any   right of execution or levy against Landlord’s other assets. No individual who is Landlord or any   member or partner of any joint venture, tenancy in common, firm, partnership or other form of   joint ownership that is Landlord, or their heirs, personal representatives, executors, successors   and assigns, shall have any personal liability to Tenant, or to any person claiming under or   through Tenant, for any amount or in any capacity. Upon Landlord’s sale or transfer of its   interest in the Building in which the Property is located, Landlord shall be released from all   further liability under this Lease accruing subsequent to such sale, provided that the party   acquiring such interest in the Building has assumed the obligations of the Landlord under this   Lease accruing subsequent to such sale. Notwithstanding anything to the contrary contained in   this Lease, at no time shall Landlord encumber Landlord’s interest in the Building with   indebtedness in an amount greater than sixty-five percent (65%) of the then-current value of the   Building without Tenant’s prior written consent.   10.6 Notices. All notices herein provided for shall be in writing and shall be deemed   given when sent by registered or certified mail, postage prepaid, return receipt requested, and   deposited in the mail address or by national next business day delivery service (e.g., Federal   Express) (a) to Landlord at the location set forth below, or (b) to Tenant at the address of the   Property with a copy to the location set forth below.   If to Landlord:   If to Tenant:   With a copy to: Catholic Health Initiatives   Attn: Corporate Real Estate Dept.   198 Inverness Drive West   Englewood, Colorado 80112   Either party may change its address for purpose of notice, by written notice given in like manner   as herein provided.   10.7 Exhibits. All exhibits and addenda attached hereto are hereby incorporated into   this Lease and shall be a part hereof whether or not they are specifically referred to herein.   10.8 Waiver of Notice. Tenant waives any and all notices required by law, other than   such notices as may be specifically required in this Lease.   10.9 Entire Agreement. This Lease contains the entire agreement between the parties   with respect to the subject matter herein and all prior written and verbal understandings and    





 







C-1 - 23   52848530.2   agreements are merged herein, and this Lease may not be altered, changed, or amended, except   by an instrument in writing, signed by both parties hereto.   10.10 Successors Bound. The covenants, conditions, and agreements contained in this   Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns and   to Tenant, and, subject to Section 9.4, to Tenant’s successors and assigns.   10.11 Covenant of Quiet Tenant Possession. Landlord covenants that Tenant shall   have access to the Property twenty-four (24) hours per day, three hundred sixty-five (365) days   per year, and Tenant shall peacefully and quietly hold and enjoy the Property without hindrance   or interruption by Landlord or any other person or persons lawfully or equitably claiming by,   through, or under Landlord for the Term of this Lease and any extensions thereof.   10.12 Partial Invalidity. In the event that any provision or part of a provision of this   Lease is held invalid or unenforceable by any court or other lawful forum, such provision shall   be ineffective only to the extent that it is in contravention of applicable laws without invalidating   the remaining provision of this Lease, unless such invalidity or unenforceability would defeat an   essential business purpose of this Lease.   10.13 Marginal Captions; Construction. The marginal captions in this Lease are for   convenience only and are not intended to limit or amplify the terms and provisions of this Lease.   Whenever the context admits or requires, words in the singular may be regarded as in the plural   and vice versa and personal pronouns may be read as masculine, feminine, or neuter.   10.14 Intentionally Deleted.   10.15 Disputes. In the event of any dispute, litigation or other proceeding between   Landlord and Tenant arising out of this Lease, each party shall be responsible for their own   respective court costs and attorneys’ fees.   10.16 Survival. Whether specifically identified or not, the obligations of the parties   under this Lease which by their nature or content would continue beyond the expiration or   termination of this Lease shall survive any such expiration or termination and shall remain in   effect and binding upon the parties until they have fulfilled all of their obligations hereunder and   the statute of limitations shall not commence to run until the time such obligations have been   fulfilled.   10.17 Governing Law. This Lease shall be governed by the laws of the state in which   the Property is located applicable to agreements made and to be performed wholly within the   state in which the Property is located, irrespective of such state’s choice of law principles.   10.18 Estoppel Certificate. Tenant agrees, upon written notice by Landlord, to   execute, acknowledge, and deliver to Landlord, a statement in writing addressed to Landlord or   other party designated by Landlord certifying that this Lease is in full force and effect (or, if   there have been modifications, that the same is in full force and effect as modified and stating the   modifications), stating the actual commencement and expiration dates of this Lease, stating the   dates to which rent and other charges, if any, have been paid, and stating whether or not the    





 







C-1 - 24   52848530.2   signor is aware of any default by either party under this Lease, without inquiry or investigation.   Tenant shall deliver the statement to Landlord within such fifteen (15) business days of written   request of the estoppel by Landlord. Landlord shall also deliver an estoppel to Tenant, upon   written request thereof, as set forth above.   10.19 Subordination. This Lease is and shall be expressly subject and   subordinate at all times to (a) any present or future ground, underlying, or operating lease of the   Property, and all amendments, renewals, and modifications to any such lease, and (b) the lien of   any present or future mortgage or deed of trust encumbering fee title to the Property and/or the   leasehold estate under any such lease; provided that (and as a condition thereto), Landlord uses   commercially reasonable efforts to obtain from existing (and shall obtain from all future)   mortgage or deed of trust holders a commercially reasonable subordination and non-disturbance   agreement that is satisfactory to Tenant, and does not adversely alter or negate any of Tenant’s   rights and remedies granted under this Lease or applicable law. If any such mortgage or deed of   trust to which Tenant has subordinated is foreclosed upon request of the mortgagee or   beneficiary, as the case may be, Tenant will attorn to such party.   10.20 Tenant’s Financing. Notwithstanding anything to the contrary herein, Tenant   shall be permitted to finance its personal property on the Property at any time during the Term   and in connection therewith, Landlord hereby waives any liens, it may have, by statute or   otherwise, on Tenant’s personal property in the Property to the liens granted by Tenant to any   lender financing such personal property. Upon ten (10) business days’ request by Tenant,   Landlord shall execute appropriate waiver agreements in connection with financing or leasing of   any personal property within the Property by Tenant.   10.21 Financial Statements. Tenant shall provide to Landlord the following:   (a) within thirty (30) days after the end of each calendar year during the Term,   Tenant shall provide Landlord with its most recent financial statements for the applicable   calendar year just completed, including operating statement and balance sheet   (hereinafter referred to as “Financial Documents”), which Financial Documents shall be   prepared by the Affiliate or its accountant in accordance with internal accounting   principles and sound management practices consistently applied; and   (b) promptly upon Tenant’s receipt thereof, copies of all written   communications received by Tenant from any regulatory agency relating to (A) surveys   of the Property for purposes of licensure, Medicare and Medicaid certification and   accreditation which identify material violations or required changes relating to operation   of the Property, and (B) any proceedings, formal or informal, with respect to cited   deficiencies with respect to services and activities provided and performed at the   Property, including patient and resident care, patient and resident activities, patient and   resident therapy, maintenance, or the condition of the Property, and involving an actual or   threatened warning, imposition of a material fine or a penalty, or suspension, termination   or revocation of any Property’ license to be operated in accordance with its Permitted   Use.    





 







C-1 - 25   52848530.2   10.22 OFAC. Pursuant to United States Presidential Executive Order 13224   ("Executive Order") and related regulations of the Office of Foreign Assets Control (“OFAC”) of   the U.S. Department of the Treasury, U.S. persons and entities are prohibited from transacting   business with persons or entities who, from time to time, are determined to have committed, or to   pose a risk of committing or supporting terrorist acts, narcotics trafficking, money laundering,   and related crimes. Those persons and entities are identified on a list of Specially Designated   Nationals and Blocked Persons (“List”), published and regulated by OFAC. The names,   including aliases, of those persons or entities on the List (“Blocked Persons”) are updated   frequently. In addition, OFAC enforces other Executive Orders which, from time to time,   impose restrictions on transactions with, or involving, certain countries. Landlord and Tenant   represent and warrant that neither party, nor to its respective knowledge, any of its respective   officers, directors, shareholders, partners, members, or associates, and no other direct or indirect   holder of any equity interest in such party, is acting, directly or indirectly, for or on behalf of any   person, group, entity, or nation named by any Executive Order or the United States Treasury   Department as a terrorist, a Blocked Person, or other banned or blocked person, group, entity,   nation or transaction pursuant to any law, order, rule, or regulation that is enforced or   administered by OFAC and that it is not engaged in this transaction, directly or indirectly, on   behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any   such person, group, entity, or nation.   10.23 Amendments. This Lease may be amended at any time by mutual agreement of   the parties without additional consideration, provided that before any amendment shall become   effective, it shall be reduced to writing and signed by each of the parties.   10.24 Remedies Cumulative. The various rights, options, elections, powers, and   remedies of the respective parties hereto contained in, granted or reserved by this Agreement, are   in addition to any others that said parties may be entitled to by law (except as expressly set forth   in this Lease), shall be construed as cumulative, and no one of them is exclusive of any of the   others, or of any right or priority allowed by law.   10.25 Counterparts. This Lease, and any addenda hereto, may be executed in several   counterparts, each of which shall be deemed an original, and all of such counterparts together   shall constitute one and the same instrument.   10.26 Tenant’s Rooftop Rights.   (a) Tenant may locate and install a microwave, satellite, cell tower, or other   antenna communications system, including the related installation apparatus and facilities   (collectively, “Equipment”) on the roof of the Building upon prior written notice to   Landlord, provided that (a) the installation and maintenance of the Equipment is in   conformity with all applicable zoning and other laws, and (b) the location, installation   and maintenance of the Equipment shall (i) be subject to and completed in accordance   with the terms and conditions all applicable governmental laws, codes, rules, regulations   and ordinances in effect from time to time; (ii) be located on that part of the roof as   Landlord may from time to time designate; and (iii) shall not unreasonably interfere with   the use of any other communications equipment installed on the roof prior to the time   Tenant installs the Equipment.    





 







C-1 - 26   52848530.2   (b) Tenant shall have the right to run appropriate electrical cabling from the   Property to connect to its Equipment. Tenant shall not be obligated to pay any additional   rent for such use of the roof. Tenant, at its sole cost and expense, will keep the   Equipment and surrounding area in good order and repair and free from any hazard to   person or property. Landlord shall use commercially reasonable efforts to ensure that any   subsequent rooftop user does not impair Tenant’s data transmission and reception and   shall cooperate with Tenant in eliminating any interference caused by any other party   using the roof.   (c) Tenant shall have the right to sublease the roof to cellular phone providers   during the Term of this Lease, provided that such subleases are at all times subject and   subordinate to this Lease. Tenant agrees that it shall not permit such sublease without the   prior written approval of the Landlord. Any denial of such sublease by Landlord must be   predicated upon a “commercially reasonable basis” for such denial. Tenant shall retain   any revenue paid in connection with such sublease.   (d) Upon termination of this Lease, Tenant, at its sole cost and expense, shall   remove the Equipment and shall restore the roof of the Building to its condition existing   prior to the installation of the Equipment, ordinary wear and tear excepted.   10.27 Right of First Offer. Landlord may sell, convey, or transfer its interest in the   Property subject to and in accordance with the terms of this Lease. In order to transfer its   interest in the Property, Landlord must first have offered the sale of the Property to Tenant. First,   Landlord must give notice in writing (“Landlord Transfer Notice”) to Tenant stating Landlord’s   desire to make a sale and stating the price and other material terms proposed for the transfer   (collectively, “Landlord Offer Terms”). Within thirty (30) calendar days after receipt of the   Landlord Transfer Notice, Tenant shall have a right of first offer (“Tenant Right of First Offer”)   to acquire the assets proposed to be transferred, pursuant to the Landlord Offer Terms. To   exercise the right of first offer, Tenant must provide written notice to Landlord within said thirty   (30) day period and must within forty-five (45) calendar days after giving such notice execute   and deliver to Landlord a contract in form and substance reasonably acceptable to Landlord and   Tenant, containing the Landlord Offer Terms and such other terms as the parties may agree on,   provided that such other terms must be reasonable and customary for a transaction of such type.   If Tenant delivers a contract to Landlord and is working in good faith with Landlord to negotiate   and finalize the terms of such agreement but the parties have not executed the same within such   forty-five (45) day period, such period shall be extended for an additional thirty (30) days, so   long as Tenant continues to work in good faith with Landlord to finalize and execute such   agreement. If a Landlord Transfer Notice is given and Tenant has not exercised the right of first   offer within thirty (30) calendar days after receipt of the Landlord Transfer Notice, or if having   timely exercised the right of first offer, Tenant has not executed and delivered a contract   reasonably acceptable to Landlord and Tenant within the forty-five (45) day period (as the same   may be extended), then without limiting any rights Landlord may have, the right of first offer set   forth herein shall automatically expire and Landlord thereafter shall be free to sell the assets   pursuant to the Landlord Offer Terms or at any price which is not less than 95% of the price   specified in the Landlord Offer Terms. If, within six (6) months after (a) the expiration of the   time period in which Tenant had the right of first offer, or (b) the expiration of said forty-five   (45) day period (as the same may be extended), as applicable, Landlord does not enter into a    





 







C-1 - 27   52848530.2   contract with a third party to sell such assets, with closing scheduled to occur within 60 days   after the effective date of such contract, as applicable, then the provisions of this section shall   thereafter apply to any subsequently proposed sale of any of Landlord’s interest in the Property.   This right of first offer shall be binding on Landlord and all successors in interest to Landlord   under this Lease. The right of first offer contained in this Section shall apply to any subsequent   transfer occurring while this Lease is in effect.   [Signatures begin on next page]    





 







C-1 - 28   52848530.2   IN WITNESS WHEREOF, the parties hereto have executed or caused this Lease to be   executed as of the dates set forth below.   TENANT: LANDLORD:   , a , a   By: By:   Name: Name:   Title: Title:   Date: Date:    





 







Single Tenant Form   C-1 - 29   52848530.2   Exhibit A   Legal Description of the Property    





 







C-1 - 30   52848530.2   Exhibit B   Rules and Regulations   [Attached.]    





 







Multi-Tenant Form   C-2 - 1   (Address: )   52848530.2   EXHIBIT C-2   Space Lease (Multi-Tenant)   MEDICAL OFFICE LEASE   THIS MEDICAL OFFICE LEASE (this “Lease”) is made to be effective as of the date   of last execution hereof (“Effective Date”), between _____________________, a   _______________ (“Landlord”), and _______________________, a _____________________   (“Tenant”).   RECITALS:   A. Subject to all the terms, provisions, and conditions of this Lease, Landlord hereby   leases to Tenant, and Tenant hereby leases from Landlord, on an exclusive basis, certain   premises containing approximately __________ Rentable Square Feet (defined below)   (“Premises”), as depicted on the floor plan in Exhibit A attached to and incorporated into this   Lease. The Premises are located in in the medical office building commonly referred to as   ________________________________, located at ____________________________________   (“Building”). The Building contains approximately ____________ Rentable Square Feet of   space and is situated on the land legally described on Exhibit B attached to and incorporated into   this Lease. [For Ground Leased Properties: The Premises being leased under this Lease is part   of Landlord’s leasehold estate, pursuant to that certain ground lease (the “Ground Lease”)   entered into by and between _____________, as Ground Lessor, and Landlord, as Ground   Lessee, in the land described in Exhibit B attached to this Lease (the “Land”) on which the   Building is situated.] The Premises are leased to Tenant on an exclusive basis, together with the   non-exclusive use of, and access to, all parking areas, rights-of-way, and easements located   adjacent to or otherwise serving the Building and all common areas of the Building, including   without limitation stairways, hallways, restrooms, lobbies, patios, exterior plazas, entrances,   walkways, elevators, and corridors (collectively, “Common Areas”). “Rentable Square Feet”   shall mean the actual rentable area of the Premises as computed in accordance with Office   Buildings: Standard Methods of Measurement and Calculating Rental Area (ANSI/BOMA   Z65.1-2010), as promulgated by the Building Owner’s and Manager’s Association International.   B. Tenant intends to use the Premises for the purpose of medical services and ancillary   uses, and other lawful purposes (“Permitted Use”).   AGREEMENT:   NOW, THEREFORE, for and in consideration of the mutual covenants, promises and   agreements herein contained, Landlord does hereby demise, lease, and rent unto Tenant and   Tenant does hereby rent and lease from Landlord, on an exclusive basis, the Premises, under and   pursuant to the following terms and conditions:    





 







C-2 - 2   (Address: )   52848530.2   1.   Demise, TERM AND TERMINATION   a. Term. Landlord leases to Tenant and Tenant leases from Landlord the Premises   for an initial term (“Initial Term”) of one hundred twenty (120) months,   commencing on [_______________], 2016 (“Commencement Date”), and ending   on _______________, 2026 (“Expiration Date”). The Initial Term, together with   any exercised Renewal Term(s), if applicable, is referred to herein as the “Term”.   Notwithstanding the foregoing, in the event either party terminates this Lease   prior to the first anniversary of the Commencement Date, then the parties shall not   enter into another agreement for the same or substantially the same space and/or   services on terms different from those specified herein for a period of twelve (12)   months from the Commencement Date, unless to do so would not result in there   being a non-excepted financial relationship between a physician and Tenant for   purposes of the Ethics in Patient Referrals Act of 1989, as amended, 42 U.S.C. §   1395nn (“Stark Law”), as determined by Tenant, in its sole discretion. In   addition, Landlord and Tenant hereby agree that, in the event Landlord and Tenant   enter into any extension, renewal, restatement, amendment or replacement of this   Lease, Landlord shall not be liable or responsible for any lease commissions or   fees related thereto. Tenant may use a real estate broker for such extension,   renewal, restatement, amendment or replacement so long as Tenant shall be solely   responsible for any and all such leasing commissions and fees. Tenant agrees to   indemnify, defend and hold Landlord harmless from and against any claims or   potential claims for leasing commissions and other fees related to any such   extensions, renewals, restatements, amendments or replacements of this Lease.   2.   FINANCIAL ARRANGEMENT   a. Rental Rate.   i. Rent. Tenant agrees to pay and Landlord agrees to accept a base rent   (“Base Rent”) for the lease of the Premises in the following amounts for   the following periods of time:   PERIOD Rate Per   RSF   Annual Base   Rent   Monthly   Base Rent   Month 1 – Month 120   In addition, Tenant agrees to pay and Landlord agrees to accept the additional rent as set forth in   Section 2.1(b) below (“Additional Rent”). All sums of Base Rent plus Additional Rent are   sometimes herein collectively referred to as “Rent”.   ii. Additional Rent. Tenant covenants and agrees to pay to Landlord as   Additional Rent, Tenant’s Pro Rata Share of the Operating Expenses, as   defined below. “Tenant’s Pro Rata Share” is ____%, which is the    





 







C-2 - 3   (Address: )   52848530.2   percentage derived from dividing the Rentable Square Footage of the   Premises by the Rentable Square Footage of the Building.   (1) Estimated Operating Expenses. On an annual basis, and at such   other times during such calendar year as Landlord shall deem it   necessary, Landlord shall provide to Tenant a written statement   (“Notice of Estimate”) setting forth (i) Landlord’s estimate of the   Operating Expenses for that calendar year (“Estimated Operating   Expenses”); and (ii) the amount of each installment of Tenant’s Pro   Rata Share of the Estimated Operating Expenses (“Additional Rent   Installments”). Tenant shall thereafter pay to Landlord in advance,   with each payment of Base Rent, the Additional Rent Installments,   beginning with the Base Rent due on the first day of the month   immediately following the date of the Notice of Estimate.   (2) Actual Operating Expenses. Landlord shall within a period of   thirty ninety (90) days after the close of each calendar year, notify   Tenant by written itemized statement (“Notice of Comparison”) of   (i) the total amount Landlord actually paid or incurred (depending   upon whether Landlord utilizes an accrual or cash basis accounting   system) as the Operating Expenses during the calendar year   covered by the Notice of Comparison (“Actual Operating   Expenses”); and (ii) the difference, if any, between the Actual   Operating Expense and the Estimated Operating Expenses payable   by Tenant (“Additional Rent Adjustment”).   (3) Adjustment of Additional Rent. If the Notice of Comparison   provides there is an Additional Rent Adjustment payable by   Tenant, then Tenant shall, within thirty (30) days after Tenant   receives the Notice of Comparison, pay to Landlord the amount set   forth in the Notice of Comparison as the amount of the Adjustment   of Additional Rent payable by Tenant. If the Notice of   Comparison provides there is an Additional Rent Adjustment   payable by Landlord, then Landlord shall, within thirty (30) days   after delivery of the Notice of Comparison return to Tenant the   amount set forth in the Notice of Comparison as the amount of the   Adjustment of Additional Rent due to Tenant. “Controllable   Expenses” (as defined below) for each calendar year (“Applicable   Calendar Year”), commencing with the second calendar year   following this Lease, shall not exceed an amount determined by   increasing Controllable Expenses for each prior calendar year at   the rate of four percent (4%) per year through the Applicable   Calendar Year. “Controllable Expenses” shall mean those   Operating Expenses which are reasonably controllable by   Landlord. Examples of Operating Expenses which are not   reasonably controllable by Landlord shall include, but not be   limited to, those Operating Expenses relating to insurance, Taxes    





 







C-2 - 4   (Address: )   52848530.2   (as defined herein), utilities, snow and ice removal, expenses   arising or accruing under the [Ground Lease], [REA] and/or   [Shared Services Agreement], collectively-bargained union wages   and costs or alterations and modifications to the Building required   by law.   (4) Audits of Operating Expenses. Tenant shall have the right at   reasonable times within one hundred eighty (180) days from   receipt of the Notice of Comparison to audit Landlord’s books and   records relating to (and only relating to) the Operating Expenses   for any calendar year Additional Rent becomes due and thereafter   shall provide to Landlord a report of the Operating Expenses   audited (“Audit”). If the Audit results in a change in the Actual   Operating Expenses, the resulting Additional Rent Adjustment   shall be paid or adjusted in accordance with the provisions of   Sections 2.1(b)(iii) above and 2.1(b)(v) below.   (5) Adjustment of Additional Rent After Term. Notwithstanding the   expiration of the Term, Tenant shall, within thirty (30) days after   the date of a Notice of Comparison for the calendar year in which   the Term terminates or expires, pay to Landlord, any Additional   Rent Adjustment payable by Tenant. Conversely, if the Notice of   Comparison provides there is an Additional Rent Adjustment   payable by Landlord, then Landlord shall apply overpayment to   reduce any unsatisfied obligations of Tenant to Landlord, and the   balance, if any, shall be returned to Tenant at the address of Tenant   provided to Landlord upon expiration of the Term.   (6) Operating Expenses. “Operating Expenses” shall mean the   following costs or expenses paid or incurred by Landlord for   operation, repair, maintenance, and management of the Building   and Common Areas: (a) to the extent not billed to and paid by   Tenant, water, sewage disposal, drainage, refuse collection, gas,   electricity, light, power, or other utility services; (b) for the general   maintenance and repair of the Building and other CAM Services,   as hereinafter defined; (c) to the extent not paid directly by Tenant,   taxes, assessments, or other impositions, which may be levied,   assessed, or imposed upon or with respect to the Building or any   part thereof, or personal property at any time situated thereon,   including, without limitation, real property, ad valorem, personal   property, gross income, franchise, withholding, profits, rent, single   business, value added, excise, occupancy, use, impact fees, sales   and gross receipts taxes (collectively, “Taxes”); (d) casualty,   liability, and other insurance required to be obtained by Landlord   pursuant to this Lease [and the Ground Lease]; (e) costs incurred   by Landlord in making capital improvements, repairs,   replacements or other modifications to the Building or Common    





 







C-2 - 5   (Address: )   52848530.2   Areas, which costs will be amortized over the useful life of such   improvements or modifications applying generally accepted   accounting principles (“GAAP”) with interest on the unamortized   costs of any such improvements or modifications (at prevailing   construction loan interest rates on the date such costs were   incurred); (f) property management fees (not to exceed 4% of the   gross revenues for the Building) and salaries, fringe benefits,   payroll taxes and related costs for on-site Building manager and   Building Engineer; and (g) payments due under the Ground Lease   (but excluding ground rent), [REA], [Shared Services Agreement],   [Condominium Dues and Assessments]].   With respect to Subsection (vi)(c), Tenant shall be responsible for payment of its   proportionate share of Taxes. Landlord will invoice Tenant periodically for   Tenant’s proportionate share of Taxes. Tenant shall have the right to pursue tax   exemptions, including of personal property. To the extent Tenant obtains   exemption from or a reduction in property taxes for periods covered by this Lease   (“Tax Savings”), Tenant shall provide Landlord with proof of the Tax Savings,   and, if applicable, Landlord shall refund to Tenant any such Tax Savings within   thirty (30) days if Landlord’s receipt of such refund from the applicable taxing   authority.   (7) Excluded Expenses. The term “Operating Expenses” shall not   include the following, to the extent applicable to this Building: (i)   repairs, restoration, or other work occasioned by fire, windstorm,   or other casualty or condemnation to the extent covered by   insurance or condemnation proceeds; (ii) expenses incurred in   leasing or procuring tenants; (iii) leasing commissions; (iv)   advertising and promotional expenses; (v) legal expenses incident   to enforcement by Landlord of the terms of any lease; (vi)   depreciation or amortization allowance or expense; (vii) painting   or decorating in space to be leased to tenants; (viii) any tenant   work performed or alterations of space leased to tenants or   occupants of the Building, whether such work or alterations are   performed for the initial occupancy by such tenant or occupant or   thereafter; (ix) utilities for which Landlord is reimbursed by Tenant   (other than as a proportionate share of Operating Expenses); (x)   any ground rent; (xi) interest on indebtedness or any costs of   financing or refinancing the Building; (xii) except as set forth in   subsection (xxviii) below, compensation paid to all employees of   Landlord; (xiii) overtime HVAC costs or electricity costs if   charged separately to other tenants or occupants of the Building;   (xiv) cost of any special service provided to a tenant or occupant of   the Building which is not provided generally to all tenants of the   Building; (xv) any cost representing an amount paid for services or   materials to a person, firm, or entity related to Landlord to the   extent such amount exceeds the amount that would be paid for    





 







C-2 - 6   (Address: )   52848530.2   such services or materials at the then-existing market rates to an   unrelated person, firm, or entity; (xvi) acquisition of art work;   (xvii) late fees or penalties; (xviii) any income received by   Landlord for the use of an eating establishment, conference center,   athletic facilities, broadcasting facilities, or other similar facilities   within the Building; (xix) capital stock, succession, transfer, gift,   estate or inheritance taxes of Landlord; (xx) any expense incurred   by Landlord from the operation of its own commercial space in the   Building; (xxi) costs incurred by Landlord in making capital   improvements, repairs, replacements or other modifications to the   Building under GAAP to correct defects in the construction of the   Building or to correct violations of legal requirements in effect on   or before commencement of this Lease; (xxii) any increase in   insurance premiums to the extent that such increase is caused or   attributable to the use, occupancy, or act of another tenant; (xxiii)   the cost of any removal, treatment, or abatement of any hazardous   materials in the Building created or generated by other Building   tenants; (xxiv) the cost of overtime or other expense to Landlord in   curing its defaults or performing work expressly provided for in   this Lease; (xxv) the portion of any costs that are allocable to any   other properties of Landlord or any of its affiliates; (xxvi) any bad   debt loss, rent loss, or reserves for bad debts or rent loss; (xxvii)   costs or expenses (including fines, penalties, and legal fees)   incurred due to the violation by Landlord, its employees, agents,   and/or contractors, of any terms and conditions of this Lease or of   the leases of other tenants in the Building; (xxviii) contributions to   operating expense reserves; and (xxix) compensation in the form   of wages, salaries, and benefits for all employees and personnel of   Landlord (except for salary of Building manager and Building   engineer).   (8) If the Building is not fully leased and occupied during all or any   portion of any calendar year, Landlord may, using sound   accounting and property management principles, adjust all   Operating Costs that vary based on Building occupancy (which   shall include, without limitation, costs and expenses of utilities,   janitorial services and management fees) and, therefore, increase as   leasing and occupancy of the Building increases (the “Variable   Components”), to equal the amount that would have been paid or   incurred by Landlord had the Building been fully leased and   occupied during such calendar year and the amount so determined   shall be deemed to have been Operating Costs for such year (an   “Equitable Adjustment”). The Equitable Adjustment will not, in   any event, result in Landlord receiving from Tenant and other   Building tenants in connection with the Variable Components more   than one hundred percent (100%) of the cost of the Variable   Components.    





 







C-2 - 7   (Address: )   52848530.2   b. Rental Payments. The Rent shall be payable in advance without necessity of   demand in equal monthly installments beginning on the Commencement Date,   and thereafter on the first day of every calendar month throughout the Term. If   either the Commencement Date or the Expiration Date is on a day other than the   first or last day of the month, the monthly Rent for such first and/or last month of   this Lease shall be prorated, based upon a thirty (30) day month. All Rent   payments shall be made payable to Landlord at Landlord’s address for notices set   forth in the Summary of Lease Information page to this Lease, or to such other   place as Landlord may from time to time designate in writing to Tenant.   3.   LANDLORD OBLIGATIONS and representations   a. Services Furnished by Landlord. “Building Standard Hours of Operation” shall   be from 7:00 a.m. to 6:00 p.m. Mondays through Fridays, and 8:00 a.m. to 1:00   p.m. on Saturdays excepting Legal Holidays, which shall include only New Year’s   Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and   Christmas Day (“Legal Holidays”). Landlord shall furnish the following   specifically described services (“CAM Services”) to Tenant for the Premises:   i. Cleaning Services. After Building Standard Hours of Operating, janitorial   and cleaning services consistent with buildings of similar age and use in   the metropolitan area where the Building is located, which shall be   performed Monday through Friday, except Legal Holidays, in and about   the Premises and as provided on Exhibit D attached hereto and made a   part hereof. In the event the cleaning services for the Premises are not   satisfactory to Tenant, Tenant may elect to clean the Premises at Tenant’s   cost and Tenant’s Pro Rata Share of Operating Expenses shall be reduced   accordingly to reflect Tenant’s self-service cleaning costs. During   Building Standard Hours of Operation, Tenant shall perform customary   and reasonable cleaning of the Premises that may be required for   compliance with the requirements of this Lease and as necessary for the   reasonable operation of Tenant’s operation of its business.   ii. Care and Maintenance. Landlord shall timely clean, maintain, repair,   light, operate and insure those portions of the Building and Common   Areas, including improvements, space, equipment and special services,   which are provided for use in common by Landlord, Tenant and any other   tenants of the Building. Landlord will keep the roof, structural parts of the   floor, walls, and other structural parts of the Building in good condition   and repair and shall make necessary repairs to, and replacement of, the   sewer, the plumbing, the water pipes, the gas lines, the electrical wiring,   and the HVAC system. Landlord shall maintain the Common Areas in a   first-class condition. Landlord shall maintain the grounds, landscaping,   and the parking lot in a first-class condition. Landlord shall provide   regular and necessary snow and ice removal. Landlord shall also provide   other miscellaneous interior maintenance, such as light bulb replacement.    





 







C-2 - 8   (Address: )   52848530.2   iii. Electricity. Electricity for lighting and ordinary business equipment and   appliances used in the Premises. Landlord reserves the right to install   separate meters for any utility service provided to the Premises, which   separate meters shall be installed at Landlord’s sole cost and expense.   iv. Heating and Air Conditioning. Usual and customary heat and air   conditioning and Landlord shall change the HVAC filters servicing the   Premises during Building Standard Hours of Operation. In the event   Tenant requests additional HVAC services, Tenant shall notify Landlord of   such request no later than 72 hours in advance, and Landlord shall provide   Tenant with a rate schedule set in advance for such additional HVAC   services.   v. Water. Hot and cold water in reasonable quantities for normal clinical   services use, drawn through fixtures installed by Landlord. Tenant shall   pay Landlord at local utility rates for any water furnished by Landlord for   other purposes.   vi. Trash and Hazardous Waste Disposal. Landlord will provide garbage   disposal for ordinary commercial waste. Hazardous materials and   infectious waste shall be disposed of as provided in Section 5.2.   vii. Snow Removal and Ice Treatment. Prior to the opening of the Building,   Landlord will exercise commercially reasonable efforts to cause all snow   accumulation to be removed and all ice in the parking areas, sidewalks,   ramps, outside stairs and other Common Areas to be treated such that   Tenant and its employees, agents, and invitees can reasonably park and   access the Building and the Premises.   viii. Pest or Insect Control. On a regular basis, Landlord shall evaluate and   treat the Building for infestation extermination solutions of pests or   insects.   ix. Window Washing. At a minimum, once each calendar year, Landlord shall   clean and wash all windows in the Building, including the Premises, inside   and outside.   x. Light bulbs. Upon request from Tenant, Landlord shall furnish and change   light bulbs in the Premises.   xi. [OPTIONAL: Elevator Service. Elevator service at all times for the use of   all tenants and occupants of the Building, and the employees and invitees   of all tenants and occupants.   b. Landlord Representations. Landlord hereby represents to Tenant that Landlord   is the owner in fee simple of the Premises, including the Building and all   improvements thereon and has the right and authority to enter into this Lease.   [OPTIONAL: [Landlord hereby represents to Tenant that Landlord holds a    





 







C-2 - 9   (Address: )   52848530.2   leasehold interest under the Ground Lease in the Premises, including the Building   and all improvements thereon and has the right and authority to enter into this   Lease.] Landlord further represents that Landlord and those signatories executing   this Lease on behalf of Landlord have full power and authority to execute this   Lease. Landlord further represents and warrants that it has received no notices or   communications from any public authority having jurisdiction alleging violation   of any laws relating to the Premises, the Building, or the Common Areas,   including but not limited to the parking areas, and has received no notices alleging   violation of any title instrument. If at any time or from time to time any   alterations, including, without limitation, structural alterations, are required in   order for the Premises, the Building, or the Common Areas, including but not   limited to the parking areas, to comply with any generally applicable laws from   time to time applicable to the Premises, Landlord shall promptly make such   alterations at its sole cost and expense, unless such costs and expenses are   reimbursable as an Operating Expense pursuant to Section 3.1 above. If at any   time or from time to time any alterations, including, without limitation, structural   alterations, are required in order for the Premises to comply with any laws   specifically applicable to the Premises due solely to Tenant’s use of the Premises   for clinical services and not due to any act by Landlord or another tenant, Tenant   shall promptly make such alterations, at its sole cost and expense.   c. Environmental Conditions. Tenant shall not cause, nor permit, any hazardous or   toxic substances to be brought upon, produced, stored, used, discharged or   disposed of in, on or about the Premises without the prior written consent of   Landlord and then only in compliance with all applicable environmental laws.   (a) Tenant shall indemnify, defend and hold harmless Landlord from and against any and   all claims, damages, fines, judgments, penalties, costs, expenses, liabilities, or losses   relating to any violation by Tenant of any environmental law or of this Section 3.4   (including, without limitation, a decrease in value of the Premises, damages caused by   loss or restriction of rentable or usable space, damages caused by adverse impact on   marketing of space, and any and all sums paid for settlement of claims, attorneys’ fees,   consultant fees, and expert fees) incurred by or asserted against Landlord arising during   or after the Term of this Lease as a result thereof. This indemnification includes, without   limitation, any and all costs incurred because of any investigation of the site or any   cleanup, remediation, removal, testing, or restoration mandated or conducted by or on   behalf of any federal, state, or local agency or political subdivision. Without limitation of   the foregoing, if Tenant causes or permits the presence of any hazardous or toxic   substances on the Premises and that results in any contamination, then Tenant shall   promptly, at its sole expense, take any and all necessary or appropriate actions to return   the Premises to the condition existing prior to the presence of any such hazardous or toxic   substance. Tenant shall first obtain Landlord’s written approval for any such remedial   action.   (b) Landlord shall indemnify, defend and hold harmless Tenant from and against any and   all claims, damages, fines, judgments, penalties, costs, expenses, liabilities, or losses   relating to any violation by Landlord or by any other tenant in the Building of any    





 







C-2 - 10   (Address: )   52848530.2   environmental law or of this Section 3.4 (including, without limitation, a decrease in   value of the Premises, damages caused by loss or restriction of rentable or usable space,   damages caused by adverse impact on marketing of space, and any and all sums paid for   settlement of claims, attorneys’ fees, consultant fees, and expert fees) incurred by or   asserted against Tenant arising during or after the Term of this Lease as a result thereof.   This indemnification includes, without limitation, any and all costs incurred because of   any investigation of the site or any cleanup, remediation, removal, testing, or restoration   mandated or conducted by or on behalf of any federal, state, or local agency or political   subdivision. Without limitation of the foregoing, if Landlord causes or permits the   presence of any hazardous or toxic substances in the Building or the Premises and that   results in any contamination, then Landlord shall promptly, at its sole expense, take any   and all necessary or appropriate actions to return the Premises to the condition existing   prior to the presence of any such hazardous or toxic substance.   4.   USE and SIgnage   a. Use of Premises. Tenant covenants and agrees, so long as this Lease remains in   force, to use the Premises for the Permitted Use. [For Ground Leased Premises:   Tenant acknowledges receipt of a true and correct copy of the Ground Lease prior   to its execution of this Lease. This Lease and all of Tenant’s rights hereunder   shall be and remain subject and subordinate to the Ground Lease. Tenant agrees   to abide by the terms and conditions of the Ground Lease to the extent such terms   and conditions are applicable to Tenant’s obligations under this Lease. No term   or provision of this Lease which is inconsistent with any term or provision of the   Ground Lease shall be binding upon or enforceable against Ground Lessor. The   provisions of the Ground Lease are imposed upon Tenant explicitly for the benefit   of Ground Lessor, as a third party beneficiary. Ground Lessor may enforce the   terms of the Ground Lease directly against Tenant, and Ground Lessor’s rights in   the event of a breach of the terms of the Ground Lease by Tenant include the right   to terminate this Lease, to seek preliminary, temporary and permanent injunctive   relief and to pursue other legal and/or equitable remedies as a result of such   breach; provided, however, that Ground Lessor shall, at all times, be required to   comply with the terms and conditions of this Lease in the exercise of Ground   Lessor’s third party beneficiary rights.]   b. Signs. Tenant shall be entitled to have its name displayed on all building standard   signage, including, but not limited to, suite entry door signage, building directory   signage in the Building, and monument signage, if available. Tenant shall be   entitled to any additional signage as reasonably approved by Landlord provided   such signage is in compliance with applicable local law requirements and is   installed, operated and maintained at Tenant’s sole cost and expense.   c. Exclusive Use. It is expressly agreed and understood that, for so long as Tenant   operates the Premises in accordance with the terms and provisions of Section 4.1,   Landlord shall not lease any other premises within the Building as or for the use   of _________________.    





 







C-2 - 11   (Address: )   52848530.2   5.   CONDITION OF PREMISES, MAINTENANCE, and CASUALTY   a. Maintenance.   i. Tenant’s Obligation. Tenant shall, throughout the Term, preserve in good   working order (subject to ordinary wear and tear and damage by fire or   other casualty) and maintain and perform all nonstructural repairs and   routine maintenance to the Premises to keep the Premises in a reasonably   safe and serviceable condition, except for those items that are stated to be   Landlord’s obligations.   ii. Landlord’s Obligation. Upon delivery of the Premises and throughout the   Term, in addition to the CAM Services set forth in Section 3.1, Landlord   shall repair and maintain the Building, Common Areas and the structural   portion of the Premises (including all equipment and systems servicing the   Premises) as set forth herein and otherwise in compliance with applicable   state statutes and regulations governing health care facilities, including,   but not limited to, any applicable federal or state requirements   b. Disposal of Hazardous Materials or Infectious Waste. It shall be Tenant’s   responsibility to dispose of any hazardous material and infectious waste (as such   terms are defined by applicable federal, state, and local environmental laws and   shall specifically include but not be limited to, without limitation, all radioactive   materials, bulk blood, and blood products; cultures or specimens from medical,   pathological, pharmaceutical, research, commercial, and industrial laboratories;   human tissues, organs, body parts, secretions, blood, and body fluids removed   during surgery and autopsies; the carcasses and body parts of all animals exposed   to pathogens in research, used in the vivo testing of pharmaceuticals or that died   of known or suspected infectious diseases; needles, syringes, and scalpel blades)   from the Premises. To this end, Tenant shall see to it that all such hazardous   material and infectious waste are temporarily stored on the Premises in a manner   consistent with applicable laws and approved by Landlord. Tenant shall be   responsible for paying all costs and expenses associated with such removal.   Tenant shall not cause or permit any hazardous materials or infectious waste to be   disposed on, under, or about the Building or Landlord’s surrounding property.   Tenant shall not place or permit to be placed any hazardous materials or infectious   waste in any trash dumpster or other garbage collection bin provided by Landlord   for the disposal of non-infectious waste or garbage.   c. Rules and Regulations. Tenant and Tenant’s agents, employees, invitees, and   visitors shall comply fully with the rules and regulations attached hereto are   hereby incorporated into this Lease as Exhibit C (“Rules and Regulations”). The   Rules and Regulations may be changed or amended by Landlord in its reasonable   judgment at any time and from time to time, provided that such changes apply to   all tenants in the Building and such changes to not materially diminish the right of   Tenant or increase Tenant’s obligations under this Lease. The Rules and    





 







C-2 - 12   (Address: )   52848530.2   Regulations shall be enforced against all tenants in the Building in a non-   discriminatory manner.   d. Right of Landlord to Inspect and Repair. Landlord and its agents, employees,   and independent contractors shall have the right to enter the Premises upon at   least twenty-four (24) hours prior notice (except in cases of emergency) to   perform its obligations under this Lease or examine the Premises only in   accordance with the terms of this Lease, including, but not limited to, this Section   5.4. Landlord may perform routine maintenance and repairs during Building   Standard Hours of Operation upon reasonable prior notice to Tenant. Except in   the case of an emergency, if Landlord is required to do any major repair or   maintenance work that is likely to interrupt Tenant’s operations at the Premises,   Landlord will use commercially reasonable efforts to perform such work after   Building Standard Hours of Operation. Landlord shall be liable for all loss,   damage, or injury to person or property and shall indemnify and hold Tenant   harmless from all claims, losses, costs, expenses, and liability, including   reasonable attorney’s fees resulting from Landlord’s entry except to the extent   caused by the negligence or intentional acts of Tenant or its employees. Landlord   acknowledges that Tenant is required by law to protect the privacy rights of its   patients pursuant to: (i) the Administrative Simplification Requirements of the   Health Insurance Portability and Accountability Act of 1996, as amended   (“HIPAA”) and the regulations promulgated thereunder, including, the Standards   for Privacy of Individually Identifiable Health Information and the Security   Standards for the Protection of Electronic Protected Health Information (45 C.F.R.   Parts 160 and 164); and (ii) the security and privacy provisions of the American   Recovery and Reinvestment Act (“ARRA”), including the Health Information and   Technology for Economic and Clinical Health Act (“HITECH”), and the   regulations promulgated thereunder, as all of these may be amended from time to   time. Accordingly, except in the case of an emergency, Landlord’s right to enter   the Premises and to make alterations, repairs, replacements, improvements, or   additions to the Premises shall be subject to reasonable advance written notice to   Tenant; provided, however, such advance written notice shall not be less than   twenty-four (24) hours prior to entry. Tenant, in its sole discretion, may require   Landlord to be accompanied by an authorized employee or agent of Tenant at all   times when Landlord requires access to the Premises to ensure such Landlord   access does not interfere with Tenant’s obligations to protect the privacy rights of   its patients as described above. Landlord shall not make any material   modifications to the Building or the Premises (including, without limitation, the   parking areas, driveways, and walks) that would materially impact Tenant’s use   and occupancy of the Premises without Tenant’s prior written consent, such   consent not to be unreasonably withheld, conditioned, or delayed. [OPTIONAL:   If Tenant leases the entire Building, then delete the prior sentence and replace   with: Landlord shall not make any material modifications to the Building or the   Premises (including, without limitation, the parking areas, driveways, and walks)   without Tenant’s prior written consent, such consent not to be unreasonably   withheld, conditioned, or delayed.]    





 







C-2 - 13   (Address: )   52848530.2   e. Nuisance. Tenant shall not commit any waste, or create, maintain, or suffer or   permit to be created or maintained, any nuisances in or about the Property,   including, but not limited to, loud noises, sound effects, offensive odors or   chemicals, smoke, and dust. Should Landlord materially impair Tenant’s ability   to use the Property for the Permitted Use, including but not limited to any activity   that involves loud noises, sound effects, offensive or chemical odors, smoke, or   dust, or is otherwise a nuisance, and the disruption continues for in excess of   thirty (30) days after notice to Landlord from Tenant, Tenant shall have the right   to either (a) terminate this Lease, without any additional notice or cure period   required under Section 9.3, upon sixty (60) days’ written notice specifying the   effective date of Tenant’s termination together with a termination fee equal to   three (3) months’ rent and the parties shall be relieved of all further obligations   under this Lease, except those that expressly survive such termination, or (b)   implement such control measures as it deems reasonable to isolate Tenant from   such noise, odors, smoke, dust, or other nuisance, at Landlord’s sole cost and   expense, as determined by Tenant in Tenant’s commercially reasonable discretion.   f. Parking. Tenant and Tenant’s employees and invitees shall have the non-   exclusive right to park in the parking areas as further described in [Exhibit ____   attached; reference applicable REA or survey (for fee sales)].   g. Certain Rights Reserved To Landlord. Landlord reserves the following rights,   each of which Landlord may exercise following reasonable prior written notice to   Tenant, and the exercise of any such rights shall not be deemed to constitute an   eviction or disturbance of Tenant’s use or possession of the Premises and shall not   give rise to any claim for set off or abatement of rent or any other claim: (a) to   install, affix, and maintain any and all signs on the exterior or interior of the   Building; (b) to make repairs, decorations, alterations, additions or improvements,   whether structural or otherwise, in and about the Building, and for such purposes,   on reasonable advance notice (except in an emergency), to enter upon the   Premises in accordance with Section 5.4 of this Lease, temporarily close doors,   corridors, and other areas in the Building and interrupt or temporarily suspend   services or use of Common Areas, provided that Landlord shall schedule such   work so as to minimize interference with Tenant’s business; (c) to retain at all   times, and to use in appropriate instances, keys to all doors within and into the   Premises; provided that, except in the event of an emergency threatening injury to   persons or damage to property, Landlord agrees to give Tenant reasonable prior   notice of any entry into the Premises; (d) to grant to any person or to reserve unto   itself the exclusive right to conduct any business or render any service in the   Building subject to the access provisions of this Lease and Tenant’s rights herein;   (e) to show or inspect the Premises at reasonable times and, if vacated or   abandoned, to prepare the Premises for re-occupancy subject to the access   provisions of this Lease; and (f) to install, use, and maintain in and through the   Premises, pipes, conduits, wires, and ducts serving the Building, provided that   such installation, use, and maintenance does not unreasonably interfere with   Tenant’s use of the Premises.    





 







C-2 - 14   (Address: )   52848530.2   6.   IMPROVEMENTS & FIXTURES   a. Alterations or Improvements. Tenant is prohibited from making any alterations   or improvements to the Premises without Landlord’s prior written consent, which   consent shall not be unreasonably withheld, conditioned or delayed. In the event   Tenant proposes to make any alteration, Tenant shall, prior to commencing such   alteration, submit to Landlord for prior written approval: (i) plans and   specifications; (ii) names, addresses and copies of contracts for all contractors;   (iii) all necessary permits evidencing compliance with all applicable   governmental rules, regulations and requirements; and (iv) certificates of   insurance in form and amounts required by Landlord. Tenant shall pay the entire   cost of the alteration. Each alteration shall be performed in a good and   workmanlike manner, in accordance with the plans and specifications. In   addition, each alteration shall be performed in compliance with all applicable   governmental and insurance company laws, regulations and requirements. Upon   the completion of such alterations or improvements, Tenant shall deliver, if   applicable, final “as-built” drawings to Landlord. Notwithstanding the foregoing,   Tenant may make alterations of a purely non-structural, decorative nature without   Landlord’s prior written consent if such alterations do not (a) require the issuance   of a building permit, (b) affect the base building mechanical, electrical or   plumbing systems or equipment in the Building, and (c) exceed an aggregate total   cost of $50,000. In no event shall Landlord charge Tenant a construction   oversight supervisory fee for such alterations or improvements.   b. Improvements to Landlord’s Property. All alterations and improvements that   are affixed to the Premises (but specifically excluding Tenant’s personal property,   trade fixtures, equipment and furniture) shall remain in place at the Premises and   become property of Landlord when the Term expires.   c. Removal of Trade Fixtures. After the expiration or termination of this Lease, at   no charge to Tenant, Tenant shall have the right to remove any trade fixtures,   equipment, furniture, and fixtures, provided that Tenant restores the Premises at   Tenant’s expense promptly after such removal to the condition in which it was   delivered to Tenant, acts of God, Landlord, and Landlord’s agents,   representatives, employees, independent contractors or invitees, condemnation,   ordinary wear, and tear, and events of casualty excepted. This right of removal   shall not include the right to remove any plumbing, wiring, linoleum, or carpeting   glued to the floor, unless the same is replaced.   d. Liens. Upon completion of any alteration that require Landlord’s consent, Tenant   shall promptly furnish Landlord with sworn owner’s and contractors’ statements   and full and final waivers of lien covering all labor and materials included in such   alteration. Tenant shall not permit any mechanic’s lien to be filed against the   Premises or the Building, or any part thereof, arising out of any alteration   performed by or on behalf of Tenant. If any such lien is filed, Tenant shall within   sixty (60) days thereafter have such lien released of record or deliver to Landlord    





 







C-2 - 15   (Address: )   52848530.2   a bond or title insurance in form, amount, and issued by a surety or title insurance   company reasonably satisfactory to Landlord.   e. Improvement Allowance. During the Initial Term, Tenant shall be entitled to a   tenant improvement allowance (“Improvement Allowance”) in the amount of   Four and 00/100 Dollars ($4.00) per square foot of the Premises for Tenant’s   actual costs relating to the design, permitting and construction of Tenant's   improvements (“Improvements”). Upon written request of Tenant and provided   that no Event of Default (as defined in Section 9.1 below) has occurred and is   continuing, Landlord shall pay all or any portion of the Improvement Allowance   to Tenant, within thirty (30) days after Landlord’s receipt of (a) paid invoices   from the Tenant’s contractors and (b) lien waivers/releases relating to the work   that has been completed. If the actual cost of the Tenant Improvements is   expected to exceed the Improvement Allowance (“Excess Costs”), Tenant will   notify Landlord prior to commencement of the Improvements and, subject to   Landlord’s reasonable approval, and at Tenant’s election, the Excess Costs will be   amortized over the remaining portion of the Initial Term at an interest rate of nine   percent (9%), payable in equal monthly installments as Additional Rent, or will be   paid by Tenant.   7.   INDEMNITY, insurance, casualty, and condemnation   a. Indemnities.   i. Tenant’s General Indemnity of Landlord. Tenant agrees to defend,   indemnify, and hold harmless Landlord and its agents and employees,   from and against any and all liability, losses, suits, claims, demands, and   actions for personal injury, including, but not limited to, death and   property damage, and all costs and expenses associated therewith   (including but not limited to reasonable attorneys’ fees) for (i) injuries to   any persons and damage to or theft, misappropriation, or loss of property   occurring in the Premises and (ii) any breach, violation, or non-   performance of any obligation of Tenant hereunder; provided, however,   that Tenant shall not indemnify Landlord or its agents or employees, from   or in respect of any claim or matter which results from the (y) negligence   or willful act or omission of Landlord or any of its shareholders, directors,   officers, servants, clients, customers, invitees, licensees, tenants, guests,   agents, or employees or (z) breach or default by Landlord in the   performance of its obligations under this Lease.   ii. Landlord’s General Indemnity of Tenant. Landlord agrees to defend,   indemnify and hold harmless Tenant and its agents and employees, from   and against any and all liability, losses, suits, claims, demands, and actions   for personal injury, including, but not limited to, death and property   damage, and all costs and expenses associated therewith (including but not   limited to reasonable attorneys’ fees), for (i) injuries to any persons and    





 







C-2 - 16   (Address: )   52848530.2   damage to or theft, misappropriation or loss of property occurring in or   about the Building (except the Premises) and (ii) any breach, violation, or   non-performance of any obligation of Landlord hereunder; provided,   however, that Landlord shall not indemnify Tenant or its agents or   employees from or in respect of any claim or matter which results from   the (y) negligence or willful act or omission of Tenant or any of its   shareholders, directors, officers, servants, clients, customers, invitees,   licensees, guests, agents, or employees or (z) breach or default by Tenant   in the performance of its obligations under this Lease.   b. Tenant’s Insurance. Tenant, at Tenant’s expense, shall procure and maintain,   during the Term of this Lease, comprehensive general liability insurance with   limits of not less than $1,000,000 for personal injury (including death) and   $500,000 for property damage, and professional liability insurance covering the   risk of personal injury or death with limits of not less than $1,000,000 per   occurrence and $3,000,000 in the aggregate or the professional liability coverage   required under the laws of the state in which the Premises is located. Tenant shall   procure and maintain property insurance with extended coverage and business   interruption protection (as well as cause subtenants of the Premises to carry such   insurance) in the amount of the full replacement value of all Tenant’s personal   property, equipment, and leasehold improvements made by Tenant, insuring   against all loss and damage resulting from fire, all other perils covered by “special   perils” coverage The policy or policies shall be issued by a company or   companies licensed to do business in the state in which the Premises is located   and shall name Landlord as an additional insured. Tenant shall deliver to   Landlord certificates for all insurance policies required to be maintained by   Tenant within thirty (30) days after Landlord’s written request. Tenant may elect   to carry its insurance pursuant to a captive-carrier or self-insurance program   [subject to customary and reasonable requirements to be established]. [CHI’s risk   department to review this section; additional discussion needed.]   c. Landlord’s Insurance. Landlord shall cause to be maintained, during the Term,   with solvent and responsible companies qualified to do business in the state in   which the Premises are located and in good standing: (i) commercial property   insurance with special causes of loss coverage for the property on which the   Building is situated in an amount equal to one hundred percent (100%) of the full   replacement value of the Building (excluding the value of improvements installed   by Tenant), with no exclusions or limitations not generally accepted by owners of   comparable buildings in the area of the Building and extended coverage   endorsements, including, without limitation, rental interruption coverage for all   leased space in the Building; and (ii) commercial general liability insurance   covering injuries occurring on the property on which the Building is situated,   which shall provide for a combined coverage for bodily injury and property   damage in an amount not less than Three Million Dollars ($3,000,000) per   occurrence. Landlord shall deliver to Tenant certificates for all insurance policies   required to be maintained by Landlord within thirty (30) days after Tenant’s   written request.    





 







C-2 - 17   (Address: )   52848530.2   d. Waiver of Subrogation. Landlord and Tenant hereby release each other and each   other’s agents and employees of liability and responsibility, and each waives its   entire claim of recovery, for: (i) any loss or damage to the real or personal   property of each other covered by insurance (or self-insurance) actually   maintained, or required to be maintained under this Lease, by the party granting   the release; and (ii) any loss relating to business interruption at the Premises. The   foregoing releases shall be applicable even though the loss or damage may have   been caused by the negligence of the party hereby released, it being understood   that each party shall look solely to its own insurance (or self-insurance) in the   event of any such loss or damage. Notwithstanding the foregoing release   provisions, Landlord and Tenant agree that such releases shall not apply to any   loss or damage that results from Landlord or Tenant, as applicable, breaching its   maintenance and repair obligations under this Lease. Landlord and Tenant shall   cause their respective insurance companies to consent to such releases and to   include a waiver of subrogation endorsement in each of their insurance policies.   [CHI’s risk department to review this section; additional discussion needed.]   e. Responsibility for Own Acts. Each party shall be responsible for its own acts   and omissions and shall be liable for payment of that portion of any and all   claims, liabilities, injuries, suits, and demands and expenses of all kinds that may   result or arise out of any alleged malfeasance or neglect caused or alleged to have   been caused by such party and its employees, agents, contractors, or   subcontractors in the performance or omission of any act or responsibility of such   party under this Lease. In the event that a claim is made against both parties, it is   the intent of both parties to cooperate in the defense of the claim and to cause   their insurers to do likewise. Both parties shall, however, retain the right to take   any and all actions they believe necessary to protect their own interests. The   provisions of this Section shall survive the termination or expiration of this Lease.   f. Casualty Event. In the event of damage or destruction of the Premises through a   casualty event which makes the Premises totally or partially unusable by Tenant   for the intended purposes (a “Casualty”), then (a) if there is one (1) year or less   left in the then current Term of this Lease, then either Tenant or Landlord may   terminate this Lease by written notice to the other, and (b) if more than one (1)   year is left on the then current Term of this Lease, then this Lease shall continue   in effect provided that Landlord and Tenant determine, in their reasonable   judgment that adequate insurance proceeds will be available to rebuild the   Premises and that such rebuilding can be accomplished in no more than one   hundred eighty (180) days, otherwise this Lease shall automatically terminate as   of the date of the Casualty and Base Rent and Additional Rent shall be   apportioned as of the date of the Casualty and the parties shall have no further   liability to each other under this Lease. In the event neither Landlord nor Tenant   elect to terminate this Lease, then Landlord shall rebuild the Premises in a diligent   and timely manner as soon as possible, but in no event longer than such 180-day   period following such Casualty pursuant to plans and specifications to be   approved by Tenant, which approval shall not be unreasonably withheld or   delayed. Notwithstanding the foregoing, Tenant shall have the right to terminate    





 







C-2 - 18   (Address: )   52848530.2   this Lease, upon thirty (30) days’ written notice to Landlord, in the event of a   Casualty, and any of the following occurs: (i) the time required for substantial   completion of restoration is reasonably estimated to take more two hundred   seventy (270) days from the date of the Casualty; (ii) Landlord has not   commenced repairs and/or restoration within ninety (90) days from the date of   such Casualty (provided Landlord has received insurance proceeds); or (iii)   Landlord has not completed repairs and/or restoration within one hundred eighty   (180) days after commencement of such repairs or restoration; upon which Base   Rent and Additional Rent shall be apportioned as of the date of the Casualty.   g. Abatement of Rental. In event of a Casualty, a just and proportionate part of the   Rent shall abate from the date of such Casualty until the Premises have been   repaired and restored.   h. Condemnation. In the event the whole or a material portion of the Premises or   Building is taken as a result of the exercise of the power of eminent domain or   condemnation for public or quasi-public use or sale, then Landlord shall be   entitled to receive and retain the amount awarded for such taking of the Premises   and for Landlord’s business loss. Tenant shall be entitled to receive and retain   such amounts as may be allocable to the taking of its fixtures, equipment,   personal property, and furniture and its leasehold improvements which are not   Landlord’s property and for moving damages. Upon receipt of a notice of the   eminent domain proceedings or condemnation, the party receiving such notice   shall within thirty (30) days of receipt deliver a copy of such notice to the other   party. Tenant and Landlord, at either party’s option, upon receipt of such notice,   shall have the right to terminate this Lease effective as of the date of the taking of   the Premises and/or Building by giving prior written notice to the other party.   8.   COMPLIANCE REQUIREMENTS   a. Compliance Requirements. Landlord and Tenant acknowledge and agree to   comply with the Compliance Requirements set forth below.    





 







C-2 - 19   (Address: )   52848530.2   i. Compliance with CHI Standards of Conduct and Ethical and   Religious Directives. Landlord acknowledges that Catholic Health   Initiatives (“CHI”) is an owner of Tenant, and Tenant is subject to the   “Ethical and Religious Directives for Catholic Health Care Services”   (“Directives”) as promulgated by the United States Conference of Catholic   Bishops, and as may be revised from time to time. As of the date of this   Lease, the Directives are available at the following   website: http://www.usccb.org. In addition, Tenant is obligated to follow   the CHI Standards of Conduct and Ethics at Work publication (“CHI   Standards”), a copy of which can be found on-line at:   http://www.catholichealthinitiatives.org/corporate-responsibility.   Landlord will do nothing under the terms of this Lease to cause Tenant or   CHI to violate the Directives or the CHI Standards. In the event that   Tenant or CHI determines in good faith that that Landlord has caused CHI   to be non-compliant with its obligations pursuant to this Section and   Landlord fails to correct or cure the cause of such violation within thirty   (30) days after receipt of written notice, then CHI may cause Tenant to   terminate this Lease upon written notice to Landlord.   ii. Excluded Provider. Landlord hereby represents and warrants that neither   Landlord nor any owner of Landlord is, or at any time has been, excluded   from participation in any federally funded health care program, including   Medicare and Medicaid. Landlord hereby agrees to notify Tenant   immediately of any threatened, proposed, or actual exclusion of Landlord   or any owner of Landlord from any federally funded health care program,   including Medicare and Medicaid. In the event that Landlord or any   owner of Landlord is excluded from participation in any federally funded   health care program during the Term, or if at any time after the Effective   Date of this Lease it is determined that Landlord or any owner of Landlord   is in breach of this Section, Tenant shall, as of the effective date of such   exclusion or breach, automatically terminate this Lease. Landlord shall   indemnify and hold harmless Tenant against all actions, claims, demands,   and liabilities and against all loss, damage, costs, and expenses, including   reasonable attorneys’ fees, due to the exclusion of Landlord or any owner   of Landlord from a federally funded health care program, including   Medicare or Medicaid or out of an actual or alleged injury to a person or   to property as a result of the negligent, intentional act or omission, or   criminal or fraudulent act of Landlord or any of Landlord’s employees,   subcontractors, or agents providing services in connection with Landlord’s   obligations under the Lease.   iii. Compliance with Medicare Anti-Kickback, Self-Referral and Anti-   Rebate Laws. To the extent the following is applicable, neither party   shall engage in any activity prohibited by 42 U.S.C. §1395nn (42 Code of   Federal Regulations, Part 411 (411.1 to 411.361)), 42 U.S.C. §1320a-7a   and 42 U.S.C. Section 1320a-7b (42 Code of Federal Regulations, Part   1001 (1001.952(a) to 1001.1001)) or any other federal, state, or local law    





 







C-2 - 20   (Address: )   52848530.2   or regulation relating to the referral of patients, including, without   limitation, anti-rebating and self-referral prohibitions and limitations, as   those regulations now exist or as subsequently amended, renumbered, or   revised, nor shall either party associate or engage in similar activities with   respect to any third party payors, including, but not limited to, soliciting or   receiving, directly or indirectly, any compensation, in cash or in kind, or   offering to pay any compensation to a third person in exchange for   referring an individual to a person for the furnishing of any item or service   for which payment may be made in whole or in part by Medicare or   Medicaid or any other state or federally funded healthcare payment   program.   iv. Record Keeping. If, and to the extent that, 42 USC § 1395x(v)(1)(I) is   applicable, until the expiration of four (4) years after the termination or   expiration of this Lease, Landlord shall make available, upon written   request by the Secretary of the Department of Health and Human Services,   or upon request by the Comptroller General of the United States General   Accounting Office, or any of their duly authorized representatives, a copy   of this Lease and such books, documents, and records as are necessary to   certify the nature and extent of the costs of the services provided by   Landlord under this Lease. To the extent applicable, Tenant shall be   responsible for all facility-related record keeping for Joint Commission or   Center for Medicaid and Medicare Services, or local or state healthcare   agencies. The provisions of this Section shall survive the termination or   expiration of this Lease.   v. Confidentiality. The parties hereto shall hold in confidence the   information contained in this Lease and each of them hereby   acknowledges and agrees that all information related to this Lease, not   otherwise known to the public, is confidential and proprietary and is not to   be disclosed to third persons without the prior written consent of each of   the parties except: (a) to the extent necessary to comply with any law, rule,   or regulation or the valid order of any governmental agency or any court   of competent jurisdiction; (b) as part of its normal reporting or review   procedure, to its auditors, and to its attorneys; (c) to the extent necessary   to obtain appropriate insurance, to its insurance agent; or (d) as necessary   to enforce its rights and perform its agreements and obligations under this   Lease. Landlord shall treat all non-public information obtained as part of   this engagement as confidential and shall not, without written   authorization from Tenant, release or share such information with any   third party, except as may be required by law. Landlord agrees that, prior   to reporting any actual or perceived violation of law to any governmental   entity, even if required by law to do so, Landlord will first exercise   reasonable efforts to discuss any potential legal or compliance matter with   Tenant’s Corporate Responsibility Officer and CHI Legal Counsel and,   unless otherwise required by law, provide Tenant with an opportunity to   investigate and appropriately report any compliance matter brought to    





 







C-2 - 21   (Address: )   52848530.2   Tenant’s attention by Landlord. The provisions of this Section shall   survive the termination or expiration of this Lease.   vi. Jeopardy. Notwithstanding anything to the contrary contained in the   Lease, in the event the performance by either party hereto of any term,   covenant, condition, or provision of this Lease jeopardizes the licensure of   Tenant or an affiliate of Tenant, its participation in or the payment or   reimbursement from, Medicare, Medicaid program, Blue Cross, or other   reimbursement or payment programs, or its full accreditation by the Joint   Commission, as applicable, or any other state or nationally recognized   accreditation organization, or the tax-exempt status of Tenant or an   affiliate of Tenant, any of its property or financing (or the interest income   thereon, as applicable), or will prevent or prohibit any physician, or any   other health care professionals or their patients from utilizing Tenant or   any of its services, or if for any other reason said performance should be in   violation of any statute, ordinance, or be otherwise deemed illegal, or be   deemed unethical by any recognized body, agency, or association in the   medical or hospital fields, Landlord and Tenant shall initiate good faith   negotiations to resolve the matter through amendments to this Lease. If   the matter cannot be resolved by amendments to this Lease, as reasonably   and mutually determined by Landlord and Tenant, then Tenant may, at its   option, terminate this Lease.   vii. Health Care Regulatory Requirements. To the extent the following is   applicable, and to the extent Landlord or any owner of Landlord is a   physician, the parties hereto acknowledge and agree that (a) the Premises   leased hereunder do not exceed that which are reasonable and necessary   for Tenant’s legitimate business purpose and are used exclusively by   Tenant during the Term; (b) the rental charges over the Term are set in   advance, are consistent with fair market value, and are not determined in a   manner that takes into account the volume or value of any referrals or   other business generated between the parties; and (c) this arrangement   would be commercially reasonable even if no referrals were made between   the parties. Nothing in this Lease, whether written or oral, nor any   consideration in connection herewith requires the referral of any patient.   This Lease is not intended to influence the judgment of Tenant in choosing   the medical facility appropriate for the proper treatment of patients.   Tenant shall not receive any compensation or remuneration in exchange   for referrals. The parties hereto support a patient’s right to select the   medical facility of his or her choice. The parties specifically do not intend   to violate the federal (or any state’s versions of the) Stark Law and Anti-   Kickback Statute and intend to meet the requirements of the Lease   Exception set forth at 42 CFR 411.357(a), and to the extent possible, of   the Lease Safe Harbor set forth at 42 CFR 1001.952(b).   viii. No Referral Obligation. To the extent applicable, and to the extent   Landlord or any owner of Landlord is a physician, nothing in the Lease    





 







C-2 - 22   (Address: )   52848530.2   shall be construed to require Landlord to refer patients to Tenant or to   require Tenant to refer patients to Landlord.   ix. Financial Relationship. Landlord certifies that, as of the Effective Date   of the Lease, no member of his or her immediate family (or if Landlord is   a corporate entity, then no principal of Landlord has a member of his or   her immediate family that) has entered into a financial relationship,   including an employment relationship, with Tenant or an affiliate of   Tenant related to the provision of designated health services as defined in   Section 1877 of the Social Security Act or that, if such relationship exists,   it has been disclosed to and approved by Tenant. Landlord agrees to give   Tenant five (5) business days written notice in the event such a   relationship is created during the Term of the Lease. For purposes of this   paragraph, “immediate family” is defined to mean spouse; natural or   adoptive parent, child or sibling; stepparent, stepchild, stepbrother,   stepsister; father-in-law, mother-in-law, daughter-in-law, son-in-law,   brother-in-law, sister-in-law; grandparent, grandchild and spouse of a   grandparent or grandchild.   x. Compliance with Environmental Laws. Tenant shall cause the Premises   to comply with all applicable environmental laws and governmental   requirements; provided, however, in the event the non-compliance pre-   existed the date of this Lease first above written, the cost of compliance   shall be Landlord’s sole cost and expense, and shall not be included as part   of the Operating Expenses. Tenant shall at its own cost and expense be   responsible for obtaining and maintaining all environmental and other   licenses and permits necessary in connection with its use of the Premises.   In addition, Tenant shall furnish Landlord with a copy of any and all   citations, orders, reports, subpoenas, or requests regarding the Premises   from any federal, state, or local governmental authority and a copy of any   and all information, documents, or reports submitted to any federal, state,   or local governmental authority by or on behalf of Tenant regarding the   Premises. All notices and reports shall be furnished to Landlord as soon as   practical, and in no event later than five (5) days after Tenant’s receipt of   such notice or the occurrence of the event which triggers the reporting   obligation. Nothing in this Lease shall lessen any duty imposed on Tenant   by federal, state, or local laws, regulations, rules, or ordinances.   xi. Equal Employment Opportunity. By acceptance of this Lease,   Landlord and Tenant represent and warrant to each other that unless   exempted under the terms of these applicable laws, they will comply with   the provisions of Executive Order 11246, as amended, and 41 C.F.R. § 60-   1.4(a); the Rehabilitation Act of 1973, as amended, and 41 C.F.R. § 60-   741.5(a); the Vietnam Era Veterans’ Readjustment Assistance Act, as   amended; and 29 C.F.R. § 60-250.5(a); and Executive Order 13496 and 29   C.F.R. Part 471, Appendix A to Subpart A.    





 







C-2 - 23   (Address: )   52848530.2   xii. Compliance with All Laws. Each party warrants that any use of the   Premises and any services to be provided hereunder, whether by either   party directly or by an approved subtenant, shall fully comply with all   applicable federal, state, and local statutes, laws, rules, and regulations   now in effect or hereafter enacted or passed during the Term, and that it   shall be deemed a material default of this Lease if either party shall fail to   observe this requirement. If such a breach is not cured in accordance with   this Lease, the other party may terminate this Lease without penalty and   without limiting any other rights and remedies set forth in this Lease.   Specifically, but not by way of limitation, each party warrants that any use   of the Premises and any service to be provided hereunder shall comply   with all applicable statutes, laws, rules, regulations, and accreditation   standards and requirements of Medicare or Medicaid or other federal or   state health programs, The Joint Commission, as applicable, the Health   Insurance Portability and Accountability Act of 1996 and all regulations   promulgated thereunder (“HIPAA”), the Health Information Technology   for Economic and Clinical Health Act of 2010, 42 U.S.C. §§ 17921 and   17931 et. seq. (“HITECH ACT”), the National Committee for Quality   Assurance, as applicable, and updates to incorporate any changes to such   statutes, laws, rules, regulations, standards, and requirements.   xiii. Prohibition on Child Labor and Human Trafficking. Each Party   warrants and represents that it shall comply with all federal and state labor   and employment laws, and executive orders as applicable and specifically   those regarding child labor, procuring commercial sex, using forced labor   and human trafficking. This includes but is not limited to the Trafficking   Protection Act of 2000, Executive Order - Strengthening Protections   Against Trafficking in Persons in Federal Contracts, Federal Acquisition   Regulations (FAR), the provisions of the International Labor   Organization’s (“ILO”) Minimum Age Convention (No. 138), 1973, and   any other laws or regulations that prohibit any form of human trafficking,   commercial sex, forced labor, child labor or other exploitation of children   in the manufacturing, delivery or provision of products/devices, items or   services and as each may be amended from time to time. In addition, in   connection with any International Organization for Standardization   (“ISO”) certification, the Parties represent and warrant that as applicable   each complies with the Social Accountability Guidelines pursuant to   which a Party disqualifies any site that uses unacceptable manufacturing   practices, such as child labor, forced labor or unsafe or unsanitary working   conditions or trafficking of persons as defined by the Trafficking Protocol   (United Nations General Assembly, Protocol to Prevent Suppress and   Punish Trafficking in Persons, Especially Women and Children,   Supplementing the United Nations Convention Against Transnational   Organized Crime, 15 November 2000, available at   http://www.unhcr.org/refworld/docid/4720706c0.html). Landlord   acknowledges CHI’s efforts on human trafficking found at   http://www.catholichealthinit.org/human-trafficking-how-you-can-help    





 







C-2 - 24   (Address: )   52848530.2   and represents and warrants to CHI that it undertakes periodic inspections   of any Subcontractor and manufacturer involved in the provision of its   products/devices, items or services hereunder to ensure compliance with   the foregoing. Landlord agrees upon request to provide CHI with   evidence and/or recordkeeping of its compliance with this provision.   9.   Default, termination and surrender   a. Tenant Default and Termination.   i. Termination upon Default by Tenant; Landlord Reentry. Tenant shall be in   default of Tenant’s obligations under this Lease, and Landlord shall have   the right, at Landlord’s option, to terminate this Lease, or retake   possession without terminating this Lease, in the event that any of the   following occur (each, an “Event of Default”):   (1) Tenant fails to pay any undisputed payment of Rent when due and   such failure continues without cure for ten (10) days after written   notice by Landlord to Tenant setting forth the payment default.   (2) Tenant fails in the performance of any material covenant,   agreement, obligation, or condition in this Lease and such failure   continues without cure for thirty (30) days after written notice by   Landlord to Tenant setting forth the nature of default, or if the   nature of the default is such that it cannot reasonably be cured   within thirty (30) days, if Tenant fails to take prompt and diligent   steps to begin to cure the default within such thirty (30) days or   fails to prosecute such steps with reasonable diligence to   completion; or   (3) Tenant files bankruptcy or has an involuntary bankruptcy   proceeding initiated against it (and same are not dismissed within   sixty (60) days), makes an assignment for the benefit of creditors,   or otherwise seeks protection under state or federal debtor relief   laws.   Upon any termination of this Lease due to an Event of Default, Tenant shall quit   and surrender the Premises to Landlord. Whether or not Landlord elects to terminate this   Lease, Landlord may thereafter reenter the Premises and remove all persons and property   therefrom by any suitable action or proceedings at law or in equity or by force or   otherwise without being liable for prosecution or in damages therefor and repossess and   enjoy the Premises together with all additions, alterations, and improvements; provided,   however, Tenant may elect to remove from the Premises all personal property,   equipment, furniture and fixtures. Termination under this paragraph shall not relieve   Tenant from the payment of any sum then due to Landlord, or from any claim for   damages previously accrued, or then accruing, against Tenant    





 







C-2 - 25   (Address: )   52848530.2   ii. Re-letting; Tenant’s Liability. Upon such reentry Landlord shall use   commercially reasonable efforts to repair, alter, remodel, and/or change   the character of the Premises as Landlord may see fit and/or re-let the   Premises in whole or in part as the agent of Tenant or otherwise in the   name of Landlord or of Tenant, as Landlord shall determine, for all or any   part of the unexpired initial Term or Renewal Term of this Lease.   Notwithstanding anything set forth herein to the contrary, Landlord hereby   agrees to take such measures as are reasonably necessary to mitigate the   damages recoverable as a result of a Tenant default. Landlord may receive   its rents therefor, applying the same first to the payment of such   reasonable expenses as Landlord may have incurred in entering,   dispossessing, re-letting, repairing, or altering the Premises, and then to   the fulfillment of the covenants of Tenant herein, including, but not limited   to, Rent then due under this Lease, retaining any balance until the date the   term of the initial Term or Renewal Term, as applicable, would otherwise   have expired as security for the payment of all obligations of Tenant which   may arise and be unpaid during such period. If Landlord, after such   reentry, shall be unable to obtain sufficient rent from the Premises to pay   the amount of the expenses, in addition to the payment of the rent then due   under this Lease and fulfillment of covenants of Tenant herein, Tenant   shall pay to Landlord at the end of each month during the remainder of the   Term the difference between the rent actually received by Landlord and   the sum of the rent reserved hereunder and the expenses. In attempting to   re-let the Premises Landlord, in its reasonable discretion, shall determine   (i) whether or not a proposed tenant is suitable and acceptable and (ii) the   reasonableness of the rent to be paid by such tenant.   iii. Other Remedies. Upon an Event of Default which is not cured within the   applicable notice and cure periods, Landlord may, but shall not be   obligated to, perform any obligation of Tenant under this Lease; and, if   Landlord so elects, all costs and expenses paid by Landlord in performing   such obligation, together with interest at the Default Rate (defined below),   shall be reimbursed by Tenant to Landlord within thirty (30) days   following demand. Any and all remedies set forth in this Lease: (i) shall   be in addition to any and all other remedies Landlord may have at law or   in equity, except for the right to seek consequential damages which is   hereby waived by Landlord, (ii) shall be cumulative, and (iii) may be   pursued successively or concurrently as Landlord may elect. The exercise   of any remedy by Landlord shall not be deemed an election of remedies or   preclude Landlord from exercising any other remedies in the future.   iv. Holding Over. If Tenant retains possession of the Premises after the   Expiration Date, Tenant shall pay Base Rent and Additional Rent during   such holding over at one hundred twenty-five percent (125%) of the total   Rent in effect immediately preceding such holding over for the first month   of holdover, and thereafter at one hundred fifty percent (150%) of the total   Rent in effect immediately preceding such holding over, computed on a    





 







C-2 - 26   (Address: )   52848530.2   monthly basis for each month or prorated for each partial month that   Tenant remains in possession. The provisions of this Section do not waive   Landlord’s right of re-entry or right to regain possession by actions at law   or in equity or any other rights hereunder, and any receipt of payment by   Landlord shall not be deemed a consent by Landlord to Tenant’s remaining   in possession or be construed as creating or renewing any lease or right of   tenancy between Landlord and Tenant. If Tenant shall default in so   surrendering the Premises, Tenant’s occupancy subsequent to such   expiration or termination shall be deemed to be that of a tenant at will, and   in no event, from month to month, shall be subject to all the terms,   covenants, and conditions of this Lease applicable thereto, and no   extension or renewal of this Lease shall be deemed to have occurred by   such holding over. Notwithstanding anything contained in this Lease to   the contrary, in the event any applicable federal, state, or local law, code,   or regulation, including, without limitation, applicable healthcare laws,   codes, or regulations, limit the period of any such holdover, Landlord and   Tenant shall comply therewith.   Notwithstanding the foregoing, if an Event of Default occurs pursuant to which   Landlord enters and retakes possession of the Premises, and any Health Information or   Individually Identified Health Information (“PHI”), as defined pursuant to 45 CFR   160.103, is on the Premises at the time of such entry and retaking, Landlord shall   promptly relinquish possession of all such PHI to Tenant or Tenant’s legal representative   and Landlord hereby relinquishes all claims to such PHI and shall comply with the   provisions of Section 8.1(l).   b. Surrender. Tenant shall surrender the Premises to Landlord at the expiration of   the term or termination of this Lease in a good condition, except for ordinary wear   and tear and damage by fire or other casualty.   c. Landlord Default. If Landlord shall fail to perform any covenant, term or   condition of this Lease upon Landlord’s part to be performed, and such failure is   not corrected within thirty (30) days of delivery of written notice thereof by   Tenant, Tenant may (a) bring a suit for specific performance and damages, or (b)   perform any such covenant, term, or condition to be performed under this Lease   by Landlord. If there is not an on-site property manager and an emergency exists   that threatens person or property and requires immediate intervention to prevent   further loss, then Tenant may take such measures as are reasonably necessary to   prevent further loss and stabilize the emergency. In the event that Landlord fails   to make any routine repairs to the Premises and such failure affects Tenant’s   ability to do business in the Premises, then Tenant may proceed to make the   repairs that Landlord failed to make. Landlord shall reimburse to Tenant the   reasonable cost of such activities within thirty (30) days following receipt of   Tenant’s written request for reimbursement (“Reimbursement Request”). If   Landlord fails to timely pay the Reimbursement Request, then Tenant may   thereafter offset such amounts with interest accruing at 8% per annum (the    





 







C-2 - 27   (Address: )   52848530.2   “Default Rate”) against next accruing monthly installments of Additional Rent   Installments until paid in full.   10.   MISCELLANEOUS   a. Non-Waiver. Landlord shall not by receiving partial payments of Rent in arrears   be deemed to have waived any rights herein for non-payment of Rent or for any   other default on the part of Tenant. No waiver or failure to enforce any of the   provisions, terms, conditions, or obligations herein or failure to declare a default   hereunder by Landlord shall be construed as a waiver of any subsequent breach of   such provisions, term, condition, or obligation, or of any other provision, term,   condition, or obligation hereunder, whether the same or different in nature. No   extension of time for performance of any obligations or acts shall be deemed an   extension of time for performance of any other obligations or acts. In addition to   all of the remedies granted Landlord herein, Landlord shall also have the right to   invoke any remedy available at law or in equity to enforce Landlord’s rights   hereunder, except for the right to seek consequential damages which Landlord   hereby waives, as if re-entry and other remedies were not herein provided for.   b. Unavoidable Delays. If either party be delayed or prevented directly or   indirectly from performing any of its obligations hereunder (other than monetary   obligations) because of fire, strikes, acts of God, or other labor troubles, or for any   other reason beyond such party’s reasonable control, such party shall incur no   liability to the other party as a result thereof, and the period of such delay or   prevention shall be deemed added to the time herein or otherwise provided for   such performance.   c. Assignment and Subletting. Tenant shall not directly or indirectly, voluntarily or   by operation of law, sell, assign, or otherwise transfer all or any part of its interest   in or rights with respect to the Premises or its leasehold estate (collectively,   “Assignment”), or permit all or any portion of the Premises to be occupied by   anyone other than itself or sublet all or any portion of the Premises (collectively,   “Sublease”) without Landlord’s prior written consent, such consent not to be   unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing,   Tenant shall, without Landlord’s prior consent, have the right to assign or sublease   the Premises, or any portion thereof, during the Term of the Lease to entities under   the common control or operation of Catholic Health Initiative, or to any affiliate   or parent entity of Tenant, or to other entities acquiring Tenant or Catholic Health   Initiative, or any subsidiary of Tenant or Catholic Health Initiative’s interest in the   hospital with which Tenant is affiliated (each a “Permitted Transfer”).   d. Other Charges. All charges against Tenant by Landlord accruing under this   Lease shall be treated as Rent due under this Lease and shall be payable at the   time and in the manner specified in this Lease or in any notice from Landlord to   Tenant.    





 







C-2 - 28   (Address: )   52848530.2   e. Limitation on Landlord’s Liability. Landlord’s liability under this Lease shall   be limited to Landlord’s equity interest in the Building (including all rents, issues,   profits and insurance proceeds therefrom). No judgment rendered against   Landlord shall give rise to any right of execution or levy against Landlord’s other   assets. No individual who is Landlord or any member or partner of any joint   venture, tenancy in common, firm, partnership or other form of joint ownership   that is Landlord, or their heirs, personal representatives, executors, successors and   assigns, shall have any personal liability to Tenant, or to any person claiming   under or through Tenant, for any amount or in any capacity. Upon Landlord’s sale   or transfer of its interest in the Building in which the Premises is located,   Landlord shall be released from all further liability under this Lease accruing   subsequent to such sale, provided that the party acquiring such interest in the   Building has assumed the obligations of the Landlord under this Lease accruing   subsequent to such sale. Notwithstanding anything to the contrary contained in   this Lease, at no time shall Landlord encumber Landlord’s interest in the Building   with indebtedness in an amount greater than sixty-five percent (65%) of the then-   current value of the Building without Tenant’s prior written consent.   f. Notices. All notices herein provided for shall be in writing and shall be deemed   given when sent by registered or certified mail, postage prepaid, return receipt   requested, and deposited in the mail address or by national next business day   delivery service (e.g., Federal Express) (a) to Landlord at the location set forth   below, or (b) to Tenant at the address of the Premises with a copy to the location   set forth below.   If to Landlord:   If to Tenant: Catholic Health Initiatives   11045 E. Lansing Circle   Englewood, CO 80112   Attn: Corporate Real Estate   With Copy to: Catholic Health Initiatives   198 Inverness Drive W.   Englewood, CO 80112   Attn: General Counsel   Either party may change its address for purpose of notice, by written notice given in like manner   as herein provided.   g. Exhibits. All exhibits and addenda attached hereto are hereby incorporated into   this Lease and shall be a part hereof whether or not they are specifically referred   to herein.    





 







C-2 - 29   (Address: )   52848530.2   h. Waiver of Notice. Tenant waives any and all notices required by law, other than   such notices as may be specifically required in this Lease.   i. Entire Agreement. This Lease contains the entire agreement between the parties   with respect to the subject matter herein and all prior written and verbal   understandings and agreements are merged herein, and this Lease may not be   altered, changed, or amended, except by an instrument in writing, signed by both   parties hereto.   j. Successors Bound. The covenants, conditions, and agreements contained in this   Lease shall be binding upon and inure to the benefit of Landlord, its successors   and assigns and to Tenant, and, subject to Section 9.4, to Tenant’s successors and   assigns.   k. Covenant of Quiet Tenant Possession. Landlord covenants that Tenant shall   have access to the Premises twenty-four (24) hours per day, three hundred sixty-   five (365) days per year, and Tenant shall peacefully and quietly hold and enjoy   the Premises without hindrance or interruption by Landlord or any other person or   persons lawfully or equitably claiming by, through, or under Landlord for the   Term of this Lease and any extensions thereof.   l. Partial Invalidity. In the event that any provision or part of a provision of this   Lease is held invalid or unenforceable by any court or other lawful forum, such   provision shall be ineffective only to the extent that it is in contravention of   applicable laws without invalidating the remaining provision of this Lease, unless   such invalidity or unenforceability would defeat an essential business purpose of   this Lease.   m. Marginal Captions; Construction. The marginal captions in this Lease are for   convenience only and are not intended to limit or amplify the terms and   provisions of this Lease. Whenever the context admits or requires, words in the   singular may be regarded as in the plural and vice versa and personal pronouns   may be read as masculine, feminine, or neuter.   n. Intentionally Deleted.   o. Disputes. In the event of any dispute, litigation or other proceeding between   Landlord and Tenant arising out of this Lease, each party shall be responsible for   their own court costs and attorneys’ fees.   p. Survival. Whether specifically identified or not, the obligations of the parties   under this Lease which by their nature or content would continue beyond the   expiration or termination of this Lease shall survive any such expiration or   termination and shall remain in effect and binding upon the parties until they have   fulfilled all of their obligations hereunder and the statute of limitations shall not   commence to run until the time such obligations have been fulfilled.    





 







C-2 - 30   (Address: )   52848530.2   q. Governing Law. This Lease shall be governed by the laws of the state in which   the Premises is located applicable to agreements made and to be performed   wholly within the state in which the Premises is located, irrespective of such   state’s choice of law principles.   r. Estoppel Certificate. Tenant agrees, upon written notice by Landlord, to   execute, acknowledge, and deliver to Landlord, a statement in writing addressed   to Landlord or other party designated by Landlord certifying that this Lease is in   full force and effect (or, if there have been modifications, that the same is in full   force and effect as modified and stating the modifications), stating the actual   commencement and expiration dates of the Lease, stating the dates to which rent   and other charges, if any, have been paid, and stating whether or not the signor is   aware of any default by either party under this Lease, without inquiry or   investigation. Tenant shall deliver the statement to Landlord within such fifteen   (15) business days of written request of the estoppel by Landlord. Landlord shall   also deliver an estoppel to Tenant, upon written request thereof, as set forth above.   s. Subordination. This Lease is and shall be expressly subject and subordinate at   all times to (a) any present or future ground, underlying, or operating lease of the   Building, and all amendments, renewals, and modifications to any such lease, and   (b) the lien of any present or future mortgage or deed of trust encumbering fee   title to the Building and/or the leasehold estate under any such lease; provided   that (and as a condition thereto), Landlord uses commercially reasonable efforts to   obtain from existing (and shall obtain from all future) mortgage or deed of trust   holders a commercially reasonable subordination and non-disturbance agreement   that is satisfactory to Tenant, and does not adversely alter or negate any of   Tenant’s rights and remedies granted under this Lease or applicable law. If any   such mortgage or deed of trust to which Tenant has subordinated is foreclosed   upon request of the mortgagee or beneficiary, as the case may be, Tenant will   attorn to such party.   t. Tenant’s Financing. Notwithstanding anything to the contrary herein, Tenant   shall be permitted to finance its personal property in the Premises at any time   during the Term and in connection therewith, Landlord hereby waives any liens, it   may have, by statute or otherwise, on Tenant’s personal property in the Premises   to the liens granted by Tenant to any lender financing such personal property.   Upon ten (10) business days’ request by Tenant, Landlord shall execute   appropriate waiver agreements in connection with financing or leasing of any   personal property within the Premises by Tenant.   u. Financial Statements. Tenant shall provide to Landlord the following:   i. within thirty (30) days after the end of each calendar year during the Term,   Tenant shall provide Landlord with its most recent financial statements for   the applicable calendar year just completed, including operating statement   and balance sheet (hereinafter referred to as “Financial Documents”),   which Financial Documents shall be prepared by the Affiliate or its    





 







C-2 - 31   (Address: )   52848530.2   accountant in accordance with internal accounting principles and sound   management practices consistently applied; and   ii. promptly upon Tenant’s receipt thereof, copies of all written   communications received by Tenant from any regulatory agency relating   to (A) surveys of the Premises for purposes of licensure, Medicare and   Medicaid certification and accreditation which identify material violations   or required changes relating to operation of the Premises, and (B) any   proceedings, formal or informal, with respect to cited deficiencies with   respect to services and activities provided and performed at the Premises,   including patient and resident care, patient and resident activities, patient   and resident therapy, maintenance, or the condition of the Premises, and   involving an actual or threatened warning, imposition of a material fine or   a penalty, or suspension, termination or revocation of any Premises’   license to be operated in accordance with its Permitted Use.   v. OFAC. Pursuant to United States Presidential Executive Order 13224   ("Executive Order") and related regulations of the Office of Foreign Assets   Control (“OFAC”) of the U.S. Department of the Treasury, U.S. persons and   entities are prohibited from transacting business with persons or entities who,   from time to time, are determined to have committed, or to pose a risk of   committing or supporting terrorist acts, narcotics trafficking, money laundering,   and related crimes. Those persons and entities are identified on a list of Specially   Designated Nationals and Blocked Persons (“List”), published and regulated by   OFAC. The names, including aliases, of those persons or entities on the List   (“Blocked Persons”) are updated frequently. In addition, OFAC enforces other   Executive Orders which, from time to time, impose restrictions on transactions   with, or involving, certain countries. Landlord and Tenant represent and warrant   that neither party, nor to its respective knowledge, any of its respective officers,   directors, shareholders, partners, members, or associates, and no other direct or   indirect holder of any equity interest in such party, is acting, directly or indirectly,   for or on behalf of any person, group, entity, or nation named by any Executive   Order or the United States Treasury Department as a terrorist, a Blocked Person,   or other banned or blocked person, group, entity, nation or transaction pursuant to   any law, order, rule, or regulation that is enforced or administered by OFAC and   that it is not engaged in this transaction, directly or indirectly, on behalf of, or   instigating or facilitating this transaction, directly or indirectly, on behalf of any   such person, group, entity, or nation.   w. Amendments. This Lease may be amended at any time by mutual agreement of   the parties without additional consideration, provided that before any amendment   shall become effective, it shall be reduced to writing and signed by each of the   parties.   x. Remedies Cumulative. The various rights, options, elections, powers, and   remedies of the respective parties hereto contained in, granted or reserved by this   Agreement, are in addition to any others that said parties may be entitled to by    





 







C-2 - 32   (Address: )   52848530.2   law (except as expressly set forth in this Lease), shall be construed as cumulative,   and no one of them is exclusive of any of the others, or of any right or priority   allowed by law.   y. Counterparts. This Lease, and any addenda hereto, may be executed in several   counterparts, each of which shall be deemed an original, and all of such   counterparts together shall constitute one and the same instrument.   z. Tenant’s Rooftop Rights. Tenant may locate and install a microwave, satellite,   cell tower, or other antenna communications system, including the related   installation apparatus and facilities (collectively, “Equipment”) on the roof of the   Building upon prior written notice to Landlord, provided that (a) the installation   and maintenance of the Equipment is in conformity with all applicable zoning and   other laws, and (b) the location, installation and maintenance of the Equipment   shall (i) be subject to and completed in accordance with the terms and conditions   all applicable governmental laws, codes, rules, regulations and ordinances in   effect from time to time; (ii) be located on that part of the roof as Landlord may   from time to time designate; and (iii) shall not unreasonably interfere with the use   of any other communications equipment installed on the roof prior to the time   Tenant installs the Equipment. Tenant shall also have the right to run appropriate   electrical cabling from the Premises to connect to its Equipment. Tenant shall not   be obligated to pay any additional rent for such use of the roof. Tenant, at its sole   cost and expense, will keep the Equipment and surrounding area in good order   and repair and free from any hazard to person or property. Landlord shall use   commercially reasonable efforts to ensure that any subsequent rooftop user does   not impair Tenant’s data transmission and reception and shall cooperate with   Tenant in eliminating any interference caused by any other party using the roof.   Upon termination of this Lease, Tenant, at its sole cost and expense, shall remove   the Equipment and shall restore the roof of the Building to its condition existing   prior to the installation of the Equipment, ordinary wear and tear excepted.   aa. PTRC. To the extent Landlord or any owner of Landlord is a physician, the   parties acknowledge that this Lease is subject to the review and approval of   Tenant’s Physician Transaction Review Committee (“PTRC”). In the event that   this Lease has been executed and final approval by the PTRC is not received in a   timely manner, this Lease shall automatically terminate. Such termination shall   be considered without harm or damage to either party.]   bb. Right of First Offer. [Optional: This section to be used if no ground lease.] In   the event that at any time during the Term space in the Building is vacant and   available for lease to a third party (the “ROFO Space”), Landlord shall so notify   Tenant in writing of the availability of such space (a “ROFO Notice”) and Tenant   shall have thirty (30) days from receipt of the ROFO Notice to notify Tenant in   writing of Tenant’s exercise of its option to lease the ROFO Space on the terms   and conditions contained in the ROFO Notice, and otherwise on commercially   reasonable terms and conditions (the “Right of First Offer”). The ROFO Notice   shall identify the space, base rental, date of availability, tenant improvement    





 







C-2 - 33   (Address: )   52848530.2   allowance (if any) that Landlord is willing to provide. In the event Tenant fails to   deliver to Landlord its written acceptance of the Right of First Offer set forth in   the ROFO Notice within thirty (30) days of its receipt thereof, Landlord, subject   to all other terms of this Lease, shall be free to lease the ROFO Space to a third   party, and the Right of First Offer with respect to the ROFO Space shall be null   and void until the expiration or earlier termination of the resulting lease with the   third party; provided, that if Tenant does not timely deliver to Landlord its written   acceptance of the Right of First Offer set forth in the ROFO Notice and Landlord   does not enter into a lease for the ROFO space offered to Tenant within nine (9)   months after Landlord’s delivery of the ROFO Notice, then if Landlord desires   later to lease the ROFO Space, Landlord shall be required to again provide Tenant   with a ROFO Notice. The failure of Tenant to exercise this Right of First Offer   for any available ROFO Space in one instance shall not be deemed a waiver of its   Right of First Offer in another instance.   [insert any required state specific provisions]   [Signatures begin on next page]    





 







C-2 - 34   (Address: )   52848530.2   IN WITNESS WHEREOF, the parties hereto have executed or caused this Lease to be   executed as of the dates set forth below.   TENANT: LANDLORD:   , a , a   By: By:   Name: Name:   Title: Title:   Date: Date:    





 







Multi-Tenant Form   C-2 - 35   (Address: )   52848530.2   Exhibit A   Floor Plan of the Premises    





 







Multi-Tenant Form   C-2 - 36   (Address: )   52848530.2   Exhibit B   Legal Description of the Land    





 







Multi-Tenant Form   C-2 - 37   (Address: )   52848530.2   Exhibit C   Rules and Regulations   [attached hereto]    





 







C-2 - 38   (Address: )   52848530.2   Exhibit D   Cleaning Standards    





 







D-1   52848530.2    





 







E-1   52848530.2   EXHIBIT E   Deed1   SPECIAL WARRANTY DEED   KNOW ALL MEN BY THESE PRESENTS:   That ___________________________________, GRANTOR, for the consideration of the sum of Ten and   no/100 Dollars ($10.00), and other good and valuable consideration in hand paid by   ________________________________ GRANTEE, the receipt of which is hereby acknowledged, does grant,   bargain, sell and convey unto the said GRANTEE(S) and unto GRANTEE(S)’ heirs and assigns forever the   following described land, situated in the County of _________, State of _____________, to-wit:   SAMPLE LEGAL   “SUBJECT TO RIGHT OF WAY/EASEMENTS AND RESTRICTIONS, IF ANY”   TO HAVE AND TO HOLD the same unto the said GRANTEE(S) and unto its heirs and assigns forever,   with all appurtenances thereunto belonging. And GRANTOR(S) hereby covenants with the said GRANTEE(S) that   GRANTOR(S) will forever warrant and defend the title to said lands against all claims whatsoever, done or suffered   by it but none other.   1 Modify on a State by State basis and confirm with Title Company/local counsel as to   form.    





 







E-2   52848530.2   IN TESTIMONY WHEREOF, The name of the grantor is hereunto affixed by its   ___________________________, this ____ day of _________________, _____.   GRANTOR   By:   ACKNOWLEDGEMENT   STATE OF _________________   COUNTY OF _______________   On this ____ day of ______________, ____, before me, the undersigned officer, personally appeared   ______________________________________________________________, known to me to be the person   whose name is subscribed and acknowledged that _____ had executed the foregoing instrument for the   consideration, purposes and uses therein mentioned and set forth, as the act of the principal.   IN WITNESS WHEROF, I hereunto set my hand and official seal this ____ day of   _____________, _____..   __________________________________________   Notary Public:   MY COMMISSION EXPIRES:    





 







C-2 - 1   (Address: )   52848530.2   EXHIBIT F   Form of Assignment and Assumption of Third Party Lease(s)   ASSIGNMENT AND ASSUMPTION OF LEASES   THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”), is made   and entered into this _____ day of ____________, 2016 by and among   _____________________ (the “Assignor”), and DOC-_______________, LLC, a Wisconsin   limited liability company (“Assignee”).   WITNESSETH   Assignor, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt   and sufficiency of which are hereby acknowledged, hereby assigns and transfers to Assignee, all   of Assignor’s right, title and interest in the leases listed on Exhibit A attached hereto and   incorporated herein (collectively, the “Leases”), in connection with and related to the property   located at _________________________.   Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from   any and all cost, liability, loss, damage or expense, including, without limitation, reasonable   attorneys' fees, to the extent resulting from the Assignor’s obligations under the Leases that   relate to the period prior to the date hereof.   Assignee hereby expressly assumes all of the obligations imposed upon the Assignee   under the Leases and agrees to indemnify Assignor against and hold Assignor harmless from any   and all cost, liability, loss, damage or expense, including, without limitation, reasonable   attorneys' fees, to the extent resulting from the Assignor’s obligations under the Leases that   relate to the period on or after the date hereof.   This Assignment shall be governed by and construed in accordance with the laws of the   State of ______________. This Assignment shall be binding upon and shall inure to the benefit   of the parties hereto and their respective successors and assigns. This Assignment may not be   modified, altered or amended, or its terms waived, except by an instrument in writing signed by   the parties hereto.   [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]    





 







F-2   52848530.2   IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of   the date first above written.   ASSIGNOR:   ________________________________   By:   Name:   Its:    





 







F-3   52848530.2   IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of   the date first above written.   ASSIGNEE:   DOC-_______________________, LLC   By: Physicians Realty L.P., its Manager   By: Physicians Realty Trust, its general   partner   By:___________________________________   John T. Thomas   President and Chief Executive Officer    





 







G-1   52848530.2   EXHIBIT G   Form of Tenant Notice   [__________________________]   c/o ___________________   __________ ___, 20[__]   CERTIFIED MAIL,   RETURN RECEIPT REQUESTED   ___________________________   ___________________________   ___________________________   ___________________________   RE: Lease Agreement dated as of [_________________], between   [_________________], a Delaware limited liability company, as   “Landlord”, and [_________________], as ‘“Tenant”, as amended   Ladies & Gentlemen:   This is to inform you that Landlord has assigned all of its interests in the Lease to   [__________________], a [_________________________]. After the date hereof, all future   correspondence and/or notices to Landlord given pursuant to Paragraph ___ of the Lease should   be directed to the following address:   _______________________   _______________________   _______________________   After the date hereof, all future rent payments shall be made to [______________] at the   following address pursuant to Paragraph ___ of the Lease:   _______________________   _______________________   _______________________   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]    





 







G-2   52848530.2   Thank you for your attention to this matter.   [_________________], LLC   By:_____________________________   Name:   Title:    





 







Schedule 1 - 1   52848530.2   SCHEDULE 1   Personal Property List   Franciscan Health Port Clinic   1930 Port of Tacoma Road   Tacoma, Pierce County, Washington   Equipment Inventory by Building - PNW   Equipment List Year Added Location Approx Cost Notes   Port Clinic   Storage Shed 2011 Exterior $600.00 1 Storage Shed   Exterior - Trash Receptacle 2011 Exterior $300.00 1 Trash Receptacle   Monument Sign 2005 Exterior $5,000.00 1 Monument Sign   $5,900.00    





 







Schedule 2 - 1   52848530.2   SCHEDULE 2   Approval and Non-Approval Properties   1. Non-Approval Properties   A. Franciscan Health Port Clinic   1930 Port of Tacoma Road   Tacoma, Pierce County, Washington   Owner: St. Joseph Development Company, Inc.   B. Jewish OCC Condominium   225 Abraham Flexnor Way   Louisville, Jefferson County, Kentucky   Units 101,102,103,104, 201, 303 and 502   Owner: Jewish Hospital Healthcare Services, Inc.   Units 503, 504, 505   Owner: Jewish Hospital & St. Mary’s HealthCare, Inc.   Unit to be created for top 3 floors   Owner: KentuckyOne Health, Inc.   C. St. Joseph Office Park Condominiums   1401 Harrodsburg Road   Lexington, Fayette County, Kentucky   Units:   Building A - Unit 1D, Unit 1F, Unit 1G, Unit A200, Unit 2B, Unit 2C, Unit 2D,Unit 2E,   Unit 2F, Unit 3A, Unit 3B, Unit 4A, Unit 4B, Unit 4C, Unit 4D, Unit 4F, Unit 5B, Unit 5C,   Unit 5D, Unit 5E, Unit 5F, Unit 5G   Building B - Unit 0Y, Unit 0Z, Unit 1X, Unit 1Y, Unit 2U, Unit 2V, Unit 2W, Unit 2X, Unit 2Z,   Unit 3V, Unit 3W, Unit 3X, Unit 3Y, Unit 3Z, Unit 4W, Unit 4X, Unit 4Y, Unit 4Z   Building C - Unit C-1, Unit C-10A, Unit C-10B, Unit C-100, Unit C-200, Unit C-300,   Unit C-400   Owner (of all units listed above): CHI Kentucky, Inc.   D. Lexington Surgery Center (a/k/a “Building D”)   1451 Harrodsburg Road   Lexington, Fayette County, Kentucky   Owner: CHI Kentucky, Inc.    





 







Schedule 2 - 2   52848530.2   E. Hot Springs Village Office Building   4419 N. Highway 7   Hot Springs, Garland County, Arkansas   Owner: St. Joseph’s Mercy Health System, Inc.   F. Blandford Office Condominium   5 St. Vincent Circle, Little Rock, Pulaski County, Arkansas   Units 110 and 220   Owner: St. Vincent Infirmary Medical Center   Units 501 and 503   Owner: St. Vincent Foundation   G. Parkview Office Condominium   1 St. Vincent Circle, Little Rock, Pulaski County, Arkansas   Units 110 (1,294 s.f.), 120, 130, 140A   Owner: St. Vincent Managed Care Service   Units 110 (676 s.f.), 130A, 150, 340, 360, 430, 450   Owner: St. Vincent Infirmary Medical Center   Units 140, 210, 230, 260, 310, 320,   Owner: St. Vincent Foundation   Unit 220   Owner: St. Vincent Health System   Unit 155   Owner: St. Vincent Medical Building Company [Note: Need confirmation that this is a CHI   entity and if this Unit is included in the portfolio]   2. Approval Properties   A. Franciscan Health Service Center and Garage   1149 Market Street   Tacoma, Pierce County, Washington   Owner: Franciscan Health System – West   B. Fruitland Health Plaza   1118 NW 16th Street   Fruitland, Payette County, Idaho   Owner: Dominican Sisters of Ontario, Inc.    





 







Schedule 2 - 3   52848530.2   C. Springwoods Medical Condominium   Address TBD / I 45 and Grand Parkway   Springwoods, Harris County, Texas   Unit 2 (Floors 3-6)   Owner: St. Luke’s Community Health Services   D. Dacona Neighborhood Health Clinic   3101 Summit View Drive   Dacona, Weld County, Colorado   Owner: Catholic Health Initiatives Colorado   E. Thornton Neighborhood Health Clinic   4075 East 128th Avenue   Thornton, Adams County, Colorado   Owner: Catholic Health Initiatives Colorado   F. St. Alexius – Mandan Clinic North   2500 Sunset Drive, NW   Mandan, Morton County, North Dakota   Owner: St. Alexius Medical Center   G. McCauley Center – Administrative Building   12809 West Dodge Road   Omaha, Douglas County, Nebraska   Owner: Alegent Health   H. Grand Island Specialty Clinic (a/k/a St. Francis Doctor’s Building Condominium)   908 North Howard   Units B, C-1, C-2, C-3, C-4, C-5, E, F-10C, and I-1   Grand Island, Hall County, Nebraska   Owner: Saint Francis Medical Center   I. Meridian   11045 Lansing Circle   Englewood, Arapahoe County, Colorado   Owner: Catholic Health Initiatives   J. Exton Revenue Cycle Office   367 Eagleview Blvd.   Exton, Chester County, Pennsylvania   Owner: Catholic Health Initiatives    





 







Schedule 3 - 1   52848530.2   SCHEDULE 3   Purchase Price Allocations   Blandford MOB 2,580,000   Exton Revenue Cycle Office 6,250,000   Dacono Neighborhood Health 5,240,000   Franciscan Health Port Clinic 960,000   Franciscan Health Service & G 9,830,000   Fruitland Health Plaza 4,820,000   Grand Island Specialty Clinic 2,930,000   Hot Springs Village Office Bld. 3,650,000   Jewish - OCC Condo Building 35,060,000   McAuley Center Admin Building 19,130,000   Meridian 17,460,000   Parkview MOB 5,060,000   Springwoods 24,950,000   St. Alexius - Mandan Clinic N 8,390,000   St. Joseph Office Park Condos 20,635,956   Lexington Surgery Center 20,284,044   Thornton Neighborhood Health 6,380,000   Grand Total 193,610,000    





 







Schedule 4 - 1   52848530.2    





 







Schedule 5 - 1   52848530.2   SCHEDULE 5   Seller’s “Knowledge Parties”   Franciscan Health Port Clinic, 1930 Port of Tacoma Road, Tacoma, WA   Wade Moberg   Tahni Madden   Owner: St. Joseph Development Company, Inc.   Franciscan Health Service Center and Garage, 1149 Market Street, Tacoma, WA   Wade Moberg   Tahni Madden   Owner: Franciscan Health System - West   Jewish OCC Condominium, 225 Abraham Flexnor Way, Louisville, KY   Debbie Bolton   Elvin Rayford   Owner of Units 101, 102, 103, 104, 201, 303 and 502: Jewish Hospital Healthcare Services, Inc.   Owner of Units 503, 504 and 505: Jewish Hospital & St. Mary’s Healthcare, Inc.   Owner of Units to be created for top three floors: KentuckyOne Health, Inc.   St. Joseph Office Park Condominium, 1401 Harrodsburg Road, Lexington, KY   Debbie Bolton   Joseph Seybold   Building A Units: 1D, 1F, 1G, A200, 2B, 2C, 2D, 2E, 2F, 3A, 3B, 4A, 4B, 4C, 4D, 4F, 5B, 5C,   5D, 5E, 5Fand 5G   Building B Units: 0Y, 0Z, 1X, 1Y, 2U, 2V, 2W, 2X, 2Z, 3V, 3W, 3X, 3Y, 3Z, 4W, 4X, 4Y and   4Z   Building C Units: C-1, C-10A, C-10B, C-100, C-200, C-300 and C-400   Owner of all of the above units: CHI Kentucky, Inc.   Lexington Surgery Center, 1451 Harrodsburg Road, Lexington, KY   Debbie Bolton   Joseph Seybold   Owner: CHI Kentucky, Inc.   Hot Springs Village Office Building, 4419 N. Highway 7, Hot Springs, AR   Lori Musser   Steven Souris   Owner: St. Joseph’s Mercy Health System, Inc.   Blandford Office Condominium, 5 St. Vincent Circle, Little Rock, AR   Steven Souris   Condominium Association   Owner of Units 110 and 220: St. Vincent Infirmary Medical Center   Owner of Units 501 and 503: St. Vincent Foundation    





 







Schedule 5 - 2   52848530.2   Parkview Office Condominium, 1 St. Vincent Circle, Little Rock, AR   Steven Souris   Condominium Association   Owner of Units 110 (1,294 s.f.), 120, 130 and 140A: St. Vincent Managed Care Service   Owner of Units 110 (676 s.f.), 130A, 150, 340, 360, 430 and 450: St. Vincent Infirmary Medical   Center   Owner of Units 140, 210, 230, 260, 310 and 320: St. Vincent Foundation   Owner of Unit 220: St. Vincent Health System   Owner of Unit 155: St. Vincent Medical Building Company   Springwoods, TBD I-45 and Grand Pkwy, Springwoods, TX   John Frank   Rebecca Baron   Courtney Hanfland   Owner: St. Luke’s Community Health Services, a Texas non profit corporation   Dacono Neighborhood Health Clinic, 3101 Summit View Drive, Dacono, CO   Scot Brooks   Owner: Catholic Health Initiatives   Thornton Neighborhood Health Clinic, 4075 East 128th Avenue, Thornton, CO   Scot Brooks   Owner: Catholic Health Initiatives   St. Alexius – Mandan Clinic North, 2500 Sunset Drive, NW, Mandan, ND   Kevin O’Neil   Terry Arnold   Owner: St. Alexius Medical Center   McAuley Center – Admin Building, 12809 West Dodge Road, Omaha, NE   Don Mandel   Dennis Webster   Owner: Alegent Health   Grand Island Specialty Clinic (a/k/a St. Francis Doctor’s Building), 908 North Howard, Grand   Island, NE   Don Mandel   Dennis Webster   Owner: Saint Francis Medical Center    





 







Schedule 5 - 3   52848530.2   Meridian, 11045 Lansing Circle, Englewood, CO   Steven Horn   Owner: Catholic Health Initiatives   Exton Revenue Cycle Office, 367 Eagleview Blvd., Exton, PA   Donna Sooks   Owner: Catholic Health Initiatives    





 







Schedule 6 - 1   52848530.2   SCHEDULE 6   Cap Ex Credits and Other Credits   Deferred   Maintenance   Credits   Specific Property   Credits   Lease   Adjustment   Credits   Blandford MOB 0 0   Exton Revenue Cycle Office 0 0   Dacono Neighborhood Health 0 0   Franciscan Health Port Clinic 0 0   Franciscan Health Service & G 0 0   Fruitland Health Plaza 0 0   Grand Island Specialty Clinic 0 586,000   Hot Springs Village Office Bld. 0 0   Jewish - OCC Condo Building 0 0   McAuley Center Admin Building 0 0   Meridian 0 0   Parkview MOB 0 0   Springwoods 0 0   St. Alexius - Mandan Clinic N 0 0   St. Joseph Office Park Condos 2,001,000 0   Thornton Neighborhood Health 0 0   Grand Total 3,088,515* 2,001,000 586,000   *Prior to Closing, Buyer and Seller shall mutually agree on the allocation of the Cap Ex Credit   amount for deferred maintenance items and the specific Properties to which the Cap Ex Credits   shall be applied.