Unassociated Document


    
       

      
        	CONFIDENTIAL
      PORTIONS MARKED [*******] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND
      EXCHANGE COMMISSION	

                Exhibit
      10.5

              


      

       

      LEASE
AGREEMENT

       

      THIS
LEASE AGREEMENT (“Lease”) dated effective as of
December 18, 2009, (the “Effective Date”) is entered
into by and between ROME LTH PARTNERS, LP, a Texas limited partnership, having
its principal office at 9301 N. Central Expressway, Suite 300, Dallas, Texas
75231 (“Landlord”) and
THE SPECIALTY HOSPITAL, LLC, a Georgia limited liability company, having its
principal office at 7733 Forsyth Blvd., Suite 2300 St. Louis, MO 63105-1806
(“Tenant”).  Defined
terms herein shall have the meanings prescribed to them in the Glossary of Terms
set forth in Article 34 of the Lease.

       

      ARTICLE
1.

      PREMISES;
TERM

       

      1.1           Premises.  Upon
and subject to the terms and conditions hereinafter set forth, Landlord leases
to Tenant and Tenant rents from Landlord all of Landlord’s rights and interest
in and to the “Premises”
described below:

       

      (a)        Premises:

       

      
        	
                (i)

              	
                 Suite
      Number:

              	
                100
      (estimate)

              
	
                (ii)

              	
                 Rentable
      Square Feet:

              	
                45,615
      (estimate)

              
	
                (iii)

              	
                 Usable
      Square Feet:

              	
                45,615
      (estimate)

              


      

      


      (b)        Said Suite is
in the office building (the “Building”) located or to be located on
a ground leasehold estate (the “Ground Leasehold Estate”)
under that certain “Ground
Lease” (defined in Article 34 below) upon the land described in Exhibit A hereto (the
“Land”).  The
Building also includes the Pedestrian Connection Hallway constructed on an
easement provided under the REA (defined in Section 34).  The Premises
are outlined in Exhibit A-1
attached hereto and made a part hereof for all purposes.  (The
Building and Ground Leasehold Estate collectively referred to herein as the
“Project”).  The
rentable area and usable area, as outlined on Exhibit A-1, are
subject to adjustment pursuant to this paragraph.  The square footage
set forth above is subject to adjustment based upon the exact square footage
contained in the Premises once the Premises have been completed.  Upon
completion of the Premises, Landlord will provide Tenant with an amendment
outlining the exact square footage and the related adjustments to Minimum Rent
and Tenant’s Proportionate Share of Additional Charges pursuant to Section 2.1
below;

       

      SUBJECT,
HOWEVER, to the matters set forth on Exhibit B attached
hereto, the Landlord’s Mortgage, the Medical Center Master Lease and the Ground
Lease (the “Permitted
Exceptions”), to have and to hold for a fixed term of eighteen (18) years
(the “Initial Term”)
from and after the Commencement Date (hereafter defined) of the Lease and
continuing for any Extension Term properly and timely elected pursuant to
Article 33 hereof.  The “Term” of this Lease shall be
the Initial Term and any Extension Term exercised by Tenant pursuant to terms
hereof.  The Commencement Date of this Lease (the “Commencement Date”) shall be
the first day of the first calendar month following the date on which Landlord
has achieved Substantial Completion of Landlord’s Work (as defined in, and in
accordance with, the work letter attached hereto and made a part hereof as Exhibit E) (the
“Work
Letter”).  The taking of possession of the Premises by Tenant
shall be conclusive as to Tenant’s acceptance of the Premises and Landlord’s
Work, subject in all respects to the terms of this Lease (including, without
limitation, the Work Letter); provided, however, and notwithstanding the
foregoing, Tenant’s taking of possession shall not relieve Landlord from any
obligation to complete or correct any work to be performed or corrected by
Landlord under the terms of this Lease, all as provided in the Work
Letter.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      ARTICLE
2.

      RENT

       

      2.1           Minimum
Rent and Adjustments to Minimum Rent.  Commencing upon the
Commencement Date and during the Term hereof, Tenant shall pay to Landlord,
without notice, demand, set off or counterclaim, in advance in lawful money of
the United States of America, the Minimum Rent, as adjusted annually pursuant to
Section 2.1(b) hereof during the Term or as may be adjusted pursuant to Section
2.1(c) hereof during the Term.  Landlord and Tenant agree that, upon
the execution of this Lease, the minimum rent amounts payable to Landlord in
each Lease year as set forth on Exhibit C are only
estimated minimum rents based upon a Preliminary Project
Budget.  Landlord and Tenant shall finalize the Final Construction
Documents for the Project and the Final Project Budget in accordance with the
terms of the Work Letter attached hereto as Exhibit E.  The
term “Minimum Rent” used
throughout this Lease shall be determined as set forth in Sections 2.1(a) and
2.1(b) below.

       

      The
Minimum Rent shall be payable in advance in twelve (12) equal, consecutive
monthly installments, on the first day of each calendar month of the Term.
Minimum Rent shall be subject to adjustment as provided in Section 2.1(b)
below.  Minimum Rent shall commence on the Commencement Date and shall
be prorated on a daily basis if the Commencement Date is not the first day of a
month for the remainder of that month.  Rent shall be payable at such
address as Landlord may designate from time to time by written notice to
Tenant.

       

      (a)           Minimum
Rent — Establishing Year One of the Lease Term.  The Final
Project Budget specifically allocates a certain amount for
“Contingencies.”  The annual Minimum Rent for Year One of the Lease
Term shall be Tenant’s Proportionate Share of the approved Final Project Budget,
multiplied by a rental factor of [******]; provided, however, that (a) to the
extent that the amount designated as “Contingencies” is not actually expended by
Landlord in the course of completing Landlord’s Work, one half (50%) of such
unused amount shall be deducted from the Final Project Budget prior to making
such computation, and (b) to the extent that Tenant makes a Tenant Change
Request which has the effect of reducing costs incurred by Landlord to
Substantially Complete the Landlord’s Work, the amount of such reduction shall
be deducted from the Final Project Budget prior to making such
computation.  Once the Minimum Rent for Year One of the Lease Term has
been determined in accordance herewith, Landlord and Tenant shall a execute a
revised Exhibit C -
Rent Schedule reflecting the final Minimum Rent due in each year of the
Initial Lease Term and any Extension Terms and each shall attach this revised
Exhibit C- Rent
Schedule to this Lease and clearly mark and identify it as having been
calculated in accordance herewith.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (b)           Increases
to Minimum Rent.  Minimum Rent due and payable for all years of
the Lease Term following Year One of the Lease Term shall increase annually on
each anniversary of the Commencement Date during the Term or Extension Term of
this Lease at a rate of [******] per
annum above the Minimum Rent payable for the immediately previous
year.

       

      2.2           Additional
Charges.  Tenant shall reimburse Landlord within ten (10)
business days following receipt of Landlord’s invoice for Tenant’s Proportionate
Share (as defined hereafter in Article 34) of (a) any amounts due by Landlord
under any assessments, taxes (described in Section 3.1 below), fees, insurance,
rental and parking fees payable under the Ground Lease, property management fees
(not to exceed 3.5% of the sum of Minimum Rent and Additional Charges payable
under all leases within the Building), accounting fees, or other charges related
to the ownership and leasing of the Premises that accrue during the Term of this
Lease and all expenditures of Landlord under Sections 7.1(a) and 7.2, and (b) in
the event of any failure on the part of Tenant to pay any of those items
referred to in clause (a) above of which it received all notice required
hereunder, Tenant will also promptly pay and discharge every fine, penalty,
interest and cost which may be added for non-payment or late payment of such
items (the items referred to in clauses (a) and (b) above being referred to
herein collectively as the “Additional Charges”), and
Landlord shall have all legal, equitable and contractual rights, powers and
remedies provided in this Lease, by statute or otherwise, in the case of
non-payment of the Additional Charges, as well as the Minimum
Rent.  If any installment of Minimum Rent or Additional Charges (but
only as to those Additional Charges which are payable directly to Landlord)
shall not be paid within five (5) business days after the date when due, Tenant
will pay Landlord on demand, as Additional Charges, interest (to the extent
permitted by law) computed at the Overdue Rate on the amount of such
installment, from the date when due to Landlord to the date of payment in full
thereof.  Notwithstanding the foregoing, at any time that Tenant is
managing the Building, the property management fees described above shall be
distributed among Landlord and Tenant, with 2.75% of the sum of Minimum Rent and
Additional Charges payable under all leases within the Building to be paid to
Tenant and 0.75% of the sum of Minimum Rent and Additional Charges payable under
all leases within the Building to be paid to Landlord.

       

      The
Minimum Rent, Additional Charges and Impositions are collectively referred to
herein as “Rent.”

       

      2.3           Common
Area Electrical Costs.  As a portion of Additional Charges,
Tenant shall pay to Landlord an amount equal to the product of (i) the cost of
all electricity used by the Building (excluding any electricity used solely by
the Premises and separately metered pursuant to Section 3.3 below) (“Common
Area Electrical Costs”), multiplied by (ii)
Tenant’s Proportionate Share.  Such amount shall be 1/12th of
Landlord’s estimate of the amount due for the calendar year, and shall be due on
the Commencement Date and on the first day of each calendar month thereafter;
provided that, the amount due for any fractional calendar year following the
Commencement Date or preceding the expiration or earlier termination of this
Lease shall be prorated.  Landlord shall have the right to reasonably
adjust the amount of the annual estimate of Common Area Electrical Costs from
time to time during the year based upon factors included in the determination of
Common Area Electrical Costs.  In the event of any change in the
estimate of annual Common Area Electrical Costs, the monthly amount payable by
Tenant shall be adjusted so that the full amount of any increase or decrease in
the estimate of Tenant’s Proportionate Share for such year shall be given effect
or paid at the end of such year.  Any abnormal electrical use
attributable to Tenant, as reasonably determined by Landlord, shall be billed
directly to Tenant and shall not be included in the calculation of Common Area
Electrical Costs under this Lease.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      2.4           Net
Lease.  Except for Landlord’s construction obligations set
forth in the Work Letter attached hereto as Exhibit E to this
Lease, such other expenses which Landlord has agreed hereunder shall be
Landlord’s responsibility and any indemnity obligations owing by Landlord to
Tenant under the terms of this Lease, this is an absolutely net lease and the
Minimum Rent, Additional Charges and all other sums payable hereunder by Tenant
shall be paid without notice (except as expressly provided herein), demand,
set-off, counterclaim, abatement, suspension, deduction or
defense.  It is the intention of the parties hereto that, except as
expressly provided herein, the Minimum Rent shall be an absolutely net return to
Landlord throughout the Term of this Lease.

       

      2.5           Security
for Lease.  No Security Deposit shall be required of Tenant in
connection with this Lease.

       

      (a)        Control
of Tenant.  Tenant represents and warrants to Landlord that
upon the execution of this Lease and further covenants that at all times
thereafter and during the Term of this Lease (including any Extension Terms), it
is and shall be a special purpose entity formed under the Laws of the State of
Georgia exclusively for the purpose of owning and operating a hospital and other
purposes incidental or ancillary thereto located on the
Premises.  Tenant further represents and warrants to Landlord that its
initial members (the “Initial
Members”) are RehabCare Hospital Holdings, L.L.C., a Delaware limited
liability company (“RHH”), owning a 80% membership
interest in Tenant, and Floyd Healthcare Resources, Inc., a Georgia
not-for-profit corporation (“Floyd”), owning a 20%
membership in Tenant.  Tenant represents, warrants and covenants to
Landlord that except in the event of a Permitted Transfer of this Lease or
assignment of an Initial Member’s interest in Tenant under Section 20 hereof,
then throughout the Term of this Lease, including any Extension Terms, one or
both of the Initial Members and/or any Affiliate of the Initial Members, shall
collectively own and Control 100% of the membership interests in
Tenant.

       

      (b)        Guaranty.  As
a condition precedent to Landlord’s execution of this Lease, Tenant shall cause
RehabCare Group, Inc., a Delaware corporation (“Guarantor”). to execute the
Guaranty of Lease attached as Exhibit D and
incorporated herein by reference, which guarantee shall require Guarantor to
guarantee the obligations of Tenant under this Lease (but not exceeding eighty
percent (80%) of any outstanding liability of Tenant (the “Lease
Guaranty”).  Additionally, during all periods in which the
Lease is in force and effect, Tenant shall deliver such financial statements as
are required pursuant to Article 21 hereof.  Landlord and Tenant
acknowledge and agree that Floyd shall not be providing a guarantee of any kind
with respect to the obligations of Tenant under this Lease.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      ARTICLE
3.

      IMPOSITIONS


      3.1           Payment
of Impositions.  Subject to Section 3.5 below, Tenant shall pay
to Landlord, as a portion of Additional Charges, its Proportionate Share of all
taxes and assessments and governmental charges whether federal, state, county or
municipal, including any fees, assessments and charges levied against the
Building and whether they be by taxing or management districts or authorities
presently taxing or by others, subsequently created or otherwise, and any other
taxes and assessments attributable to the Building (or its operation), and the
grounds, parking areas, driveways, and alleys around the Building,
(collectively, “Impositions”); if the present method of
taxation changes so that, in lieu of or in addition to the whole or any part of
any Impositions levied on the Land or Building, there is levied on Landlord a
capital tax directly on the rents received therefrom or a franchise tax,
assessment, or charge based, in whole or in part, upon such rents for the
Building, then all such taxes, assessments, or charges, or the part thereof so
based, shall be deemed to be included within the term “Impositions” for the
purposes hereof.

       

      3.2           Proration
of Impositions.  Impositions imposed in respect of the
tax-fiscal period during which the Term commences and the period in which the
Term expires or terminates shall be prorated between Landlord and Tenant,
whether or not such Impositions are imposed before or after such termination,
and Tenant’s and Landlord’s obligation to pay their prorated shares thereof
shall survive such termination.

       

      3.3           Utility
Charges.  In addition to Tenant’s obligations, Tenant will
contract for, in its own name, and will pay or cause to be paid all charges for,
electricity, power, gas, oil, water, sewer, garbage and waste removal,
telephone, cable television or satellite television, high-speed data connections
and other public or private utilities used in the Premises during the Term,
including any related connection or hookup charges.  All such utility
services for the Premises shall be separately metered, and Tenant shall make all
payments directly to the proper authority.  After the Substantial
Completion of the Premises, and prior to the Commencement Date, Tenant shall pay
for all utilities or services at the Premises used by Tenant or its agents,
employees or contractors other than that used by the Landlord, the General
Contractor and other vendors in connection with the construction of the
Building.  Landlord acknowledges that Tenant may purchase certain
utilities and other services from Ground Lessor or an affiliate of Ground
Lessor.

       

      3.4           Insurance
Premiums.  Tenant will contract for, in its own name, and will
pay or cause to be paid all premiums for, the insurance coverage required to be
maintained by Tenant pursuant to Article 11 during the Term.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      3.5           Excluded
Expenses.  Notwithstanding anything to the contrary set forth
in this Lease, Tenant shall in no manner be liable for any of the following
obligations, and such shall not be included in any calculation of Minimum Rent,
nor shall such be an Imposition or other Additional Charge to be paid by Tenant,
and Landlord shall pay, or cause to be paid, the following:  any costs
occurred by Landlord’s breach of any covenants or obligations under this Lease;
costs resulting from violation of any environmental or Hazardous Materials Laws
during construction of the Premises or the cost to purchase environmental
insurance; any expenses for overhead, office costs, staff salary, benefits or
other compensation of any Landlord or affiliated entity or employee; any fines
Landlord must pay as a result of a failure to comply with laws, ordinances or
municipal codes and the like during acquisition of the Land and construction of
the Building and/or Premises; any costs incurred because of Landlord’s
negligence; any fees and expenses paid to affiliates of Landlord in excess of
market rates; advertising and promotional expenses, financing costs including
interest and principal amortization of debts; costs of any items for which
Landlord is or is entitled to be paid or reimbursed by insurance; increased
insurance or taxes assessed specifically to any tenant of the Building other
than Tenant or for which Landlord is entitled to full reimbursement from any
other tenant; charges for electricity, water or other utilities and applicable
taxes for which Landlord is entitled to full reimbursement from any other
tenant; cost of any HVAC, janitorial or other services provided to tenants other
than Tenant on an extra cost basis after regular business hours; cost of any
work or service performed on an extra cost basis for any tenant in the Building
other than Tenant to a materially greater extent or in a materially more
favorable manner than furnished generally to tenants and other occupants; any
mitigation or impact fees or subsidies (however characterized), imposed or
incurred in connection with undertaking the construction of the Building;
attorneys’ fees and accounting and other professional fees (except to the extent
provided in the Final Project Budget); leasing commissions; management fees of
any kind except as provided for under Section 2.2; any cost associated with
operating an on-or off-site management office for the Building; charitable or
political contributions; tenant improvement work for any tenant other than
Tenant; costs of any alterations, additions, changes, repairs, replacements or
other items which, under generally accepted accounting principles, are properly
classified as capital expenses, except to the extent that Landlord is expressly
allowed to recover such costs pursuant to Section 7.1(a) hereof; late fees or
charges incurred by Landlord due to late payment of expenses; cost of acquiring
sculptures, paintings and other art objects, except to the extent requested by
Tenant; and taxes on Landlord’s business (such as income, excess profits,
franchise, capital stock, estate, inheritance, etc.).  In no event
shall Landlord recover any item of cost more than once.

       

      3.6           Audit.
By April 1 of each calendar year or as soon thereafter as is reasonably
practicable, Landlord shall provide Tenant a statement (the “Annual Cost Statement”) of the
total Impositions and other Additional Charges for the preceding
year.  The Annual Cost Statement shall include a statement of
Landlord’s actual total Impositions and other Additional Charges for the
previous year.  If the Annual Cost Statement reveals that Tenant paid
more than Tenant’s Proportionate Share of the actual total Impositions and other
Additional Charges in the year for which such statement was prepared, then
Landlord shall credit or reimburse Tenant for such excess within thirty (30)
days after delivery of the Annual Cost Statement; likewise, if Tenant paid less
than Tenant’s Proportionate Share of the actual total Impositions and other
Additional Charges, then Tenant shall pay Landlord such deficiency within thirty
(30) days after delivery of the Annual Cost Statement.  Within sixty
(60) days (the "Audit
Election Period")
after Landlord furnishes the Annual Cost Statement for any calendar year, Tenant
may, at its expense during Landlord's normal business hours, elect to audit
Landlord's accounting records relative to Impositions and other Additional
Charges for such calendar year only, subject to the following
conditions:  (i) there is no uncured Event of Default under this
Lease; (ii) the audit shall be prepared by an independent certified public
accounting firm of recognized national standing; (iii) in no event shall any
audit be performed by a firm retained on a "contingency fee" basis; (iv) the
audit shall commence within thirty (30) days after Landlord makes Landlord's
accounting records available to Tenant's auditor and shall conclude within sixty
(60) days after commencement; (v) the audit shall be conducted where Landlord
maintains its books and records and shall not unreasonably interfere with the
conduct of Landlord's business; (vi) Tenant and its accounting firm shall treat
any audit in a confidential manner and shall each execute Landlord's
confidentiality agreement for Landlord's benefit prior to commencing the audit;
and (vii) the accounting firm's audit report shall, at no charge to Landlord, be
submitted in draft form for Landlord's review and comment before the final
approved audit report is delivered to Landlord and any reasonable comments by
Landlord shall be incorporated into the final audit report.  If Tenant
does not give written notice of its election to audit Landlord's accounting
records relative to Impositions and other Additional Charges during the Audit
Election Period, Landlord's total Impositions and other Additional Charges for
the applicable calendar year shall be deemed approved for all purposes, and
Tenant shall have no further right to review or contest the
same.


      
        
           


        

        
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      ARTICLE
4.

      OWNERSHIP OF
PREMISES

       

      4.1           Ownership
of the Premises.  Tenant acknowledges that Landlord has a
leasehold interest in the Land under the terms of the Ground Lease and that the
Premises and Building are the property of Landlord.  Tenant has only
the right to the possession and use of the Premises during the Term hereof and
upon the terms and conditions of this Lease.

       

      4.2           Personal
Property.  Tenant may (and shall as provided herein below), at
its expense, install, affix or assemble or place within the Premises any items
of the Personal Property, and may remove, replace or substitute for the same
from time to time in the ordinary course of Tenant’s business.  Tenant
shall provide and maintain during the entire Term all such Personal Property as
shall be necessary in order to operate the Premises in compliance with all
licensure and certification requirements, in compliance with all applicable
Legal Requirements and Insurance Requirements and otherwise in accordance with
customary practice in the industry for the Permitted Use.

       

      ARTICLE
5.

      CONDITION AND USE OF
PREMISES

       

      5.1           Condition
of the Premises.  Landlord shall deliver the Premises to Tenant
in such condition that the Building shall not encroach upon any property, street
or right-of-way adjacent to the Building, and shall not violate the agreements
or conditions contained in any applicable Legal Requirement and any of the
Permitted Exceptions, and shall not impair the rights of others under any
easement or right-of-way to which the Building is subject.  Landlord
shall construct and complete the Building and install the Fixtures, any other
improvements, fixtures or personal property or other work or matters to be
completed pursuant to the Work Letter attached hereto as Exhibit E that
are necessary for (i) the Building to be licensed by the State of Georgia and
receive classification as a LTACH for payment for all Medicare discharges under
the Prospective Payment System for facilities of this type as provided under 42
CFR § 412.500 et seq.
(the “LTACH License”),
as such statute requires as of the Effective Date of this Lease, (ii) Tenant’s
satisfaction of the requirements imposed by the Georgia Department of Community
Health in connection with the issuance of the Certificate of Need for the
Premises (the “CON”),
(iii) accreditation with the Joint Commission (the “Accreditation”) and (iv) any
certificate of occupancy or other local permit or certification required for
Tenant to legally and permissibly occupy the Premises (the “CO”).  As
clarification, the CON, the LTACH License, the Accreditation and any other
license(s), approval(s), permit(s), certification(s) or accreditation(s) to
commence operations in the Premises for its Permitted Use (other than the CO)
shall be applied for by Tenant.  Landlord is not responsible for
applying for the CON, the LTACH License or the Accreditation or for completing
any other license(s), approvals(s), permit(s), certification(s) or
accreditation(s) (other than the CO); however, (i) Landlord shall construct and
complete the Building in such manner and condition that the Premises will not
cause the CON, the LTACH License and the Accreditation to fail, be rejected, or
fail to be approved due to Landlord’s failure to construct and complete the
Building per the Work Letter attached hereto as Exhibit E and that
are necessary as Landlord’s work and responsibility, and (ii) Landlord shall be
solely responsible for applying for and obtaining the CO.  In no way
shall Landlord be responsible for a failure, rejection or denial of approval due
to Tenant’s failure to perform its responsibilities pursuant to the Work Letter
attached as Exhibit
E hereto or complete “Tenant’s Work” (as defined therein) after Landlord
has completed its work, whether occurring prior to or after Substantial
Completion.  In no matter shall Substantial Completion be achieved if
the Premises is not delivered in such condition that Tenant may obtain the CON,
the LTACH License and the Accreditation.  Prior to the taking of
possession, Tenant and Landlord will prepare the Punchlist related to the
Premises in the manner contemplated in the Work Letter attached hereto as Exhibit
E.  All Punchlist Items will be completed or corrected at the
expense of Landlord if the Punchlist Items are part of Landlord’s Work under the
Work Letter attached hereto as Exhibit E.  Tenant’s
taking of possession prior to the completion of the Punchlist Items shall not
relieve Landlord from any obligation to complete any of Landlord’s Work to be
performed by Landlord under the terms of the Work Letter attached hereto as
Exhibit
E.


      
        
           


        

        
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      (a)        Commencement
Date  Landlord and Tenant acknowledge that the Commencement
Date of this Lease shall be triggered by Landlord’s Substantial Completion of
Landlord’s Work under the Work Letter attached hereto as Exhibit
E.

       

      (b)        State
Licensure and Accreditation Related to Operations of the
Premises.  Except for Landlord’s responsibilities to construct
and complete the Building and to install the Fixtures pursuant to the Work
Letter attached hereto as Exhibit E and
apply for and obtain the CO, any other improvements, fixtures or personal
property or other work or matters to be completed that are necessary for Tenant
to obtain the CON, the LTACH License, the Accreditation and any other required
license(s), approvals(s), permit(s), certification(s) or accreditation(s) to
operate the Premises for its Permitted Use shall be Tenant’s sole responsibility
and cost.

       

      (c)        Compliance
with Ground Lease, Medical Center Master Lease and REA.  Tenant
shall comply with all obligations and requirements applicable to Tenant’s
occupancy and use of the Premises and the exercise of rights granted under this
Lease.

       

      5.2           Use of
the Premises and Exclusivity.  After the Commencement Date and
during the entire Term, Tenant shall use or cause to be used the Premises as a
licensed long term acute care hospital facility, and for such other uses as may
be necessary, incidental, profitable or complimentary for such use and for any
lawful use as permitted under the Ground Lease, the Medical Center Master Lease,
or by local or state ordinance or regulation (the “Permitted
Use”).  Tenant shall not use the Premises or any portion
thereof for any other use or business activity without the prior written consent
of Landlord and the Ground Lessor.

       

      (a)        Tenant
covenants that, at its own cost and expense during the Lease Term, it will
obtain and maintain all material governmental approvals needed to use and
operate the Premises for its Permitted Use in compliance with all applicable
Legal Requirements.


      
        
           


        

        
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      (b)        Except to the
extent that Landlord may participate in the construction and development of any
design-build facilities to be constructed by Tenant within Floyd County,
Georgia, as contemplated in Section 33.9 herein, at any time while this Lease is
in effect, Landlord, or any affiliates or subsidiaries, shall not directly or
indirectly lease to, enter into any development agreement with any third
parties, or manage or operate (collectively “Assist in Development”) any
business competitive with the business conducted by Tenant at the Premises,
within the County of Floyd, Georgia.  For the purposes hereof, and
without limiting the generality of the foregoing, Landlord shall be deemed to
Assist in Development such a business indirectly if Landlord shall become a
member of a joint venture or partnership, or manager, shareholder, officer or
director of a corporation, that engages in such competitive business. In the
event of any termination of this Lease by reason of Landlord’s default, Landlord
agrees not to Assist in Development of any such competitive business within the
County of Floyd, Georgia for a period equal to the remainder of the term of this
Lease as if it had not been terminated.  Any violation of this
covenant by Landlord shall be a default by Landlord, subject to the provisions
set forth in Article 27 below.

       

      (c)        Tenant shall
not commit or suffer to be committed any material waste on the Premises, or in
the Building, nor shall Tenant cause or permit any nuisance
thereon.

       

      (d)        Tenant shall
neither suffer nor permit the Premises or any portion thereof, to be used in
such a manner as (i) might reasonably tend to impair Landlord’s (or Tenant’s, as
the case may be) title thereto or to any portion thereof, or (ii) may reasonably
result in a claim or claims of adverse usage or adverse possession by the
public, as such, or of implied dedication of the Premises or any portion
thereof.

       

      (e)        Tenant will
not utilize any Hazardous Materials on the Premises except in substantial
accordance with applicable Legal Requirements and will not permit any
contamination or release of Hazardous Materials which may require remediation
under any applicable Hazardous Materials Law.  Tenant agrees not to
dispose of any Hazardous Materials or substances within the sewage system of the
Premises in violation of any applicable Hazardous Materials Law, and that it
will handle all “red bag” wastes in accordance with applicable Hazardous
Materials Laws.

       

      (f)        In addition to
use of the Premises, Tenant shall be entitled to (i) non-exclusive rights to use
of a pedestrian connection hallway to be constructed by Landlord, connecting the
Building to the adjacent Floyd Medical Center building and (ii) non-exclusive
use (with other tenants in the Building) of at least 120 parking spaces (or the
minimum number required by law, whichever is greater) located in the Parking
Facilities, as defined in the REA.

       

      (g)        In addition to
use of the Premises, Tenant shall be entitled to signage in the Building to the
extent permitted by the Ground Lessor pursuant to the Ground Lease and subject
to Landlord’s reasonable approval with regard to the size and location of the
signage.

       

      5.3           Management
of the Premises.  The Premises shall be managed by Tenant or
its Affiliates pursuant to a separate management and leasing agreement to be
entered into between Landlord and Tenant whereby Landlord will delegate the
management and leasing duties to Tenant.


      
        
           


        

        
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      ARTICLE
6.

      LEGAL, INSURANCE AND
FINANCIAL REQUIREMENTS

       

      6.1           Compliance
with Legal and Insurance Requirements.  Subject to Article 10
relating to permitted contests, Tenant, at its expense, will with reasonable
promptness (a) comply with all material and Insurance Requirements in
respect of the use, operation, maintenance, repair and restoration of the
Premises, whether or not compliance therewith shall require structural change in
the Building or interfere with the use and enjoyment of the Premises, unless
resulting from defective work performed by Landlord, any agent or employee of
Landlord or contractor employed by Landlord, to the extent Landlord is
responsible hereunder for repairing such defective work, and (b) directly
or indirectly with the cooperation of Landlord, but at Tenant’s sole cost and
expense, procure, maintain and comply with all material licenses, certificates
of need and other authorizations required for (i) the use and operation of
the Premises for its Permitted Use, and for (ii) the proper erection,
installation, operation and maintenance of the Building or any part
thereof.

       

      6.2           Legal
Requirement Covenants.  Tenant covenants and agrees that the
Premises shall not be used for any unlawful purpose.  Tenant shall,
directly or indirectly with the cooperation of Landlord, but at Tenant’s sole
cost and expense, acquire and maintain all material licenses, certificates,
permits and other authorizations and approvals needed to operate the Premises in
its customary manner for the Permitted Use and any other use conducted on the
Premises as may be permitted by Landlord from time to time
hereunder.  Tenant further covenants and agrees that Tenant’s use of
the Premises and Tenant’s maintenance, alteration, and operation of the same,
and all parts thereof, shall at all times conform to all applicable Legal
Requirements.

       

      ARTICLE
7.

      REPAIRS; RESTRICTIONS AND
ANNUAL INSPECTIONS

       

      7.1           Maintenance
and Repair.

       

      (a)        Landlord shall
keep in good order and repair the foundation, the structural elements, the
exterior walls and roof serving the Premises, plate glass, windows, doors and
other exterior openings, window and door frames, molding, closure devices, locks
and hardware, lighting, heating, air conditioning, electrical and mechanical
installation, equipment and other fixtures servicing the Building (but not
exclusively servicing the Premises), landscaping, parking areas, all common
areas, exterior portions of the demising walls, and all other portions of the
Building not constructed by Tenant or otherwise the responsibility of other
tenants or occupants of the Building.  Subject to Section 3.5 hereof,
Tenant shall be responsible for paying Tenant’s Proportionate Share of the
foregoing maintenance and repair costs as Additional Charges pursuant to Section
2.2.  Notwithstanding anything to the contrary set forth herein, all
costs incurred by Landlord pursuant hereto which relate to alterations,
additions, changes, repairs, replacements or other items which, under generally
accepted accounting principles, are properly classified as capital expenses,
shall be amortized over the useful life of such alterations, additions, changes,
repairs, replacements or other items in accordance with generally accepted
accounting principles, and Tenant shall be responsible, as an Additional Charge
in any given year, only for Tenant’s Proportionate Share of such costs
attributable to said year.  Tenant shall, at Tenant’s cost, keep the
Premises in good order and repair and shall maintain the Premises in a clean,
safe, operable, attractive condition, and shall not permit or allow to remain
any waste or damage to any portion of the Premises.  Any heating, air
conditioning, electrical and mechanical equipment installed in the Premises by
Tenant shall be maintained and repaired by Tenant at Tenant’s
cost.  Landlord shall repair or replace, at Tenant’s cost, any damage
to the Building caused by Tenant or Tenant’s agents, contractors, or
invitees.  The cost of any repair or replacement work performed by
Landlord under this 7.1(a) in excess of any insurance proceeds payable with
respect to such work shall be paid by Tenant to Landlord within ten (10) days
after Landlord has delivered to Tenant an invoice therefore.


      
        
           


        

        
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      (b)        Tenant will,
upon the expiration or prior termination of this Lease, vacate and surrender the
Premises to Landlord in the condition in which the Premises was originally
received from Landlord, except for:  (i) ordinary wear and tear
(subject to the obligation of Tenant to maintain the Premises in good order and
repair during the entire Term); (ii) damage caused by the gross negligence or
willful acts of Landlord; (iii) damage or destruction described in Article 12;
(iv) damage resulting from a Taking described in Article 13 which Tenant is not
required by the terms of this Lease to repair or restore; and (v) except as
repaired, rebuilt, restored, altered or added to as permitted or required by the
provisions of this Lease.

       

      7.2           Encroachments;
Restrictions.  If any portion of the Building shall, at any
time, encroach upon any property, street or right-of-way adjacent to the
Premises, or shall violate the agreements or conditions contained in any
applicable Legal Requirement, or the Permitted Exceptions, or shall impair the
rights of others under any easement or right-of-way to which the Premises is
subject, then promptly upon the request of Tenant, Landlord shall, as an
Additional Charge under Section 2.2, subject to Tenant’s right to contest the
existence of any encroachment, violation or impairment, (a) obtain valid and
effective waivers or settlements of all claims, liabilities and damages
resulting from each such encroachment, violation or impairment, whether the same
shall affect Landlord or Tenant, or (b) make such changes in the Building, and
take such other actions, as Landlord in the good faith exercise of its judgment
deems reasonably practicable, to remove such encroachment, or to end such
violation or impairment, including, if necessary, the alteration of the
Building, and in any event take all such actions as may be necessary in order to
be able to continue the operation of the Premises for the Permitted Use
substantially in the manner and to the extent the Premises were operated prior
to the assertion of such violation or encroachment.  However, Tenant
shall have no such liability or obligations if such encroachment, violation, or
impairment was present at the Commencement Date of the Lease.  Any
such alteration shall be made in conformity with the applicable requirements of
Article 8.  Tenant’s obligations under this Section 7.2 shall be in
addition to and shall in no way discharge or diminish any obligation of any
insurer under any policy of title or other insurance and Tenant shall be
entitled to a credit for any sums recovered by Landlord under any such policy of
title or other insurance.

       

      
        
          
          

        

        
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      ARTICLE
8.

      FUTURE
IMPROVEMENTS


      8.1           Future
Improvements.  After the initial interior finish improvements
are made, subject to the exceptions in Section 8.1(a) below, no alterations,
physical additions or improvements (“Future Improvements”) in or to
the Premises may be made without the prior written consent of Landlord (which
consent shall not be unreasonably withheld, conditioned or delayed) and any
required approval of the Ground Lessor and the Hospital
Authority.  Future Improvements to the Premises may be installed at
the expense of Tenant.  All Future Improvements shall be in accordance
with plans and specifications, which have been previously submitted to and
approved in writing by Landlord (which approval shall not be unreasonably
withheld, conditioned or delayed) .  All Future Improvements (whether
temporary or permanent in character, and including, without limitation, all air
conditioning equipment and all other equipment that is in any manner connected
to the Building’s plumbing system) made in or upon the Premises, either by
Landlord or Tenant, shall be Landlord’s property at the end of the Term and
shall remain on the Premises without compensation to Tenant.  Approval
by Landlord of any of Tenant’s drawings and plans and specifications prepared in
connection with any Future Improvements in the Premises shall not constitute a
representation or warranty of Landlord as to the adequacy or sufficiency of such
drawings, plans and specifications, or the Future Improvements to which they
relate, for any use, purpose, or condition, but such approval shall merely be
the consent of Landlord as required hereunder.  Notwithstanding
anything in this Lease to the contrary, Tenant’s drawings and plans and
specifications prepared in connection with any Future Improvements shall comply
with the retrofit requirements of the Americans with Disabilities Act of 1990
and all rules, regulations, and guidelines promulgated thereunder, as the same
may be amended from time to time.

       

      (a)        Provided that
any required prior written approvals have been obtained from the Ground Lessor
and The Hospital Authority of Floyd County, as applicable, (i) Tenant shall
be entitled to make nonstructural, cosmetic changes to the interior of the
Premises (such as re-carpeting, re-painting) without any consent of Landlord,
(ii) Tenant shall be entitled to make nonstructural alterations or
additions to the interior of the Premises costing less than Two Hundred Fifty
Thousand Dollars ($250,000.00) without any consent of Landlord, provided that
(A) Tenant shall notify Landlord of the nature of any such alterations or
additions to the Premises for which Landlord’s consent is not required at least
twenty (20) days prior to the commencement of work on such alterations or
additions, (B) Tenant’s use of the Building is consistent with the
Permitted Use, (C) Tenant accepts responsibility for any impact to the
Building’s system resulting from any such nonstructural alterations or
additions, (D) Tenant agrees to provide Landlord with standard “as built”
drawings of any such alterations or additions to the Premises within a
reasonable time after the completion thereof, (E) such alterations or
additions do not materially and adversely affect any other tenant in the
Building, and (F) no such alteration or addition will modify or have a
material and adverse impact on the exterior of the Building; (iii) Tenant shall
have the right, at its cost and with the Landlord’s prior written consent (which
consent shall not be unreasonably withheld or delayed), to make any other
alterations or additions to the Premises that Tenant deems necessary or
desirable in order to conduct its business, subject to approval of the plans and
specifications for such alterations or additions by Landlord (which approval
shall not be unreasonably withheld or delayed); and (iv) Tenant shall be
entitled to remove all personal property, equipment and trade fixtures from the
Premises which were installed by Tenant and, except for such personal property,
equipment and trade fixtures, all alterations and additions shall be Landlord’s
property at the end of the Term and shall remain on the Premises without
compensation to Tenant.


      
        
           


        

        
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      (b)        Additionally,
Landlord shall reasonably cooperate with Tenant regarding the grant of any
consents or easements or the like necessary or appropriate in connection with
any Future Improvements or Alterations, it being understood that such consents
and/or easements may require the joinder and/or approval of the Ground Lessor
and/or the Hospital Authority.  Further, no Future Improvements or
Alterations shall be made which would tie in or connect the Building with any
other improvements on property adjacent to the Building (and not part of the
Land covered by this Lease) including tie-ins of buildings or other structures
or utilities, unless Tenant shall have obtained the prior written approval of
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed.  All proposed Future Improvements or Alterations shall be
architecturally integrated and generally consistent with the
Building.

       

      (c)        All work
described herein shall be performed only by contractors and subcontractors
approved in writing by Landlord, such approval not to be unreasonably withheld,
conditioned or delayed.  Tenant shall cause all contractors and
subcontractors to procure and maintain insurance coverage against such risks, in
such amounts, and with such companies as Landlord may reasonably require, and to
procure payment and performance bonds reasonably satisfactory to Landlord
covering the cost of the work.  All such work shall be performed in
accordance with the Ground Lease, the Medical Center Master Lease, the REA and
all applicable Legal Requirements and be performed in a good and workmanlike
manner so as not to damage the Premises, the primary structure or structural
qualities of the Building, or plumbing, electrical lines, or other utility
transmission facility.  All such work which may affect the HVAC,
electrical system, or plumbing must be approved by, and shall be subject to
inspection by, the Building’s engineer of record.

       

      (d)        Landlord and
Tenant acknowledge that the Ground Lease contemplates that certain improvements
to the Premises may be constructed by Landlord at the request of Ground Lessor
and the consent of Landlord’s Mortgagee, at Ground Lessor’s sole cost and
expense, which improvements may be constructed on floors above the Premises (the
“Potential
Expansion”).  Landlord agrees that all work related to the
Potential Expansion shall be performed in a manner to minimize or eliminate, to
the extent practicable, any interference with or disruption of Tenant’s business
operations in the Premises.  Tenant shall not be responsible in any
manner for the maintenance or repair of or other costs related to the Potential
Expansion.

       

      ARTICLE
9.

      LIENS

       

      Subject
to the provisions of Article 10 relating to permitted contests, Tenant will not
directly or indirectly create or suffer to exist and will promptly discharge at
its expense any lien, encumbrance, attachment, title retention agreement or
claim upon the Premises, Building or Project or any attachment, levy, claim or
encumbrance in respect of the Rent, not including, however, (a) the Ground
Lease (including any amendments thereto), (b) this Lease (including any
amendments thereto), (c) the Permitted Exceptions set forth in Exhibit B attached
hereto, (d) the Landlord’s Mortgage, (e) restrictions, liens and other
encumbrances which are consented to in writing by Landlord, (f) liens for
those taxes of Landlord which Tenant is not required to pay hereunder,
(g) subleases permitted by Article 21, (h) liens for Impositions or for
sums resulting from noncompliance with Legal Requirements so long as (1) the
same are not yet due and payable or (2) such liens are in the process of being
contested as permitted by Article 10, (i) liens of mechanics, laborers,
materialmen, suppliers or vendors for sums either disputed or not yet due,
provided that any such liens are in the process of being contested as permitted
by Article 10, (j) any Encumbrance placed on the Premises by Landlord or Ground
Lessor, and (k) any Encumbrance placed upon the Premises in connection with any
Future Improvements or alterations as set forth in Article 8 hereof, provided
such Encumbrance related to any Future Improvements or alterations is
subordinate to this Lease, the Landlord’s Mortgage, the Medical Center Master
Lease and the Ground Lease.


      
        
           


        

        
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      ARTICLE
10.

      PERMITTED
CONTESTS

       

      Subject
to any requirements under Landlord’s Mortgage, and any applicable requirements
of the Ground Lessor and the Hospital Authority, Tenant, on its own or on
Landlord’s behalf (or in Landlord’s name), but at Tenant’s expense, may contest,
by appropriate legal proceedings conducted in good faith and with due diligence,
the amount, validity or application, in whole or in part, of any Imposition,
Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance,
charge or claim (collectively, “Charge”) not otherwise
permitted by Article 9, which is required to be paid or discharged by Tenant;
provided that (a) Tenant shall give prompt written notice to Landlord of such
contest; (b) in the case of an unpaid Charge, the commencement and
continuation of such proceedings, or the posting of a bond or certificate of
deposit as may be permitted by applicable law, shall suspend the collection
thereof from Landlord and from the Premises; (c) neither the Premises nor
any Rent therefrom nor any part thereof or interest therein would be in any
immediate danger of being sold, forfeited, attached or lost; (d) Landlord
would not be in any immediate danger of civil or criminal liability for failure
to comply therewith pending the outcome of such proceedings; (e) in the
event that any such contest shall involve a sum of money or potential loss in
excess of $100,000.00, then Tenant shall deliver to Landlord and its counsel a
certificate from an authorized member of Tenant as to the matters set forth in
clauses (b), (c) and (d); (f) in the case of an Insurance Requirement, the
coverage required by Article 11 shall be maintained; (g) such contest would not
violate the terms of the Ground Lease; and (h) if such contest be finally
resolved against Landlord or Tenant, Tenant shall, as Additional Charges due
hereunder, promptly pay the amount required to be paid, together with all
interest and penalties accrued thereon, or otherwise comply with the applicable
Charge; provided further that nothing contained herein shall be construed to
permit Tenant to contest the payment of Rent, or any other sums payable by
Tenant to Landlord hereunder.  Landlord, at Tenant’s expense, shall
execute and deliver to Tenant such authorizations and other documents as may
reasonably be required in any such contest and, if reasonably requested by
Tenant or if Landlord so desires and then at its own expense, Landlord shall
join as a party therein.  Landlord shall do all things reasonably
requested by Tenant in connection with such action.  Tenant shall
indemnify and save Landlord harmless against any liability, cost or expense of
any kind that may be imposed upon Landlord in connection with any such contest
and any loss resulting therefrom, except as may result from Landlord’s own
actions or omissions.

       

      
        
          
          

        

        
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      ARTICLE
11.

      INSURANCE
 

      11.1           General
Insurance Requirements.  During the Term of this Lease, Tenant
shall at all times maintain the kinds and amounts of insurance as set forth in
Exhibit G
attached hereto and written by companies authorized to do insurance business in
the state in which the Premises is located and with an AM Best rating of at
least A VIII.  The policies must name Landlord as an additional
insured, and losses shall be payable to Landlord and/or Tenant as provided
herein.  In addition, the policies shall name as an additional insured
the holder (“Landlord’s
Mortgagee”) of any mortgage, deed of trust or other security agreement
securing any Encumbrance placed on the Premises in accordance with the
provisions of Article 29 (“Landlord’s Mortgage”), if any,
by way of a standard form of mortgagee’s loss payable
endorsement.  Landlord’s Mortgagee shall be the loss payee under the
property coverage (or, if there is no Landlord’s Mortgagee, then Landlord shall
be designated as the loss payee).  Certificates of insurance shall be
delivered to Landlord and Landlord’s Mortgagee(s) upon Landlord’s written
request.

       

      11.2           Additional
Insurance.  In addition to the insurance described above,
Tenant shall maintain such additional insurance as may be reasonably required
from time to time by Landlord or any Landlord’s Mortgagee which is consistent
with insurance coverage in the city, county and state where the Premises is
located, or required pursuant to any applicable Legal Requirement and shall at
all times maintain adequate worker’s compensation insurance coverage for all
persons employed by Tenant on the Premises, in accordance with all applicable
Legal Requirements.

       

      11.3           Waiver of
Subrogation.  All insurance policies carried by either party
covering the Premises, the Fixtures, the Building, the Project and/or the
Personal Property, including contents, fire and casualty insurance, shall
expressly waive any right of subrogation on the part of the insurer against the
other party. The parties hereto agree that their policies will include such a
waiver clause or endorsement so long as the same is obtainable without extra
cost, and in the event of such an extra charge the other party, at its election,
may request and pay the same, but shall not be obligated to do so.

       

      11.4           Form of
Insurance.  Tenant shall pay all premiums for insurance
required hereby and deliver such policies or certificates thereof to Landlord
prior to their effective date (and, with respect to any renewal policy, at least
twenty (20) days prior to the expiration of the existing
policy).  Each insurer mentioned in this Section shall agree, by
endorsement on the policy or policies issued by it, or by independent instrument
furnished to Landlord, to endeavor to give to Landlord prior written notice
before the policy or policies in question shall be altered, allowed to expire or
canceled.

       

      11.5           Change in
Limits.  In the event that Landlord shall at any time
reasonably and in good faith believe the limits of the personal injury, property
damage or general public liability insurance then carried to be insufficient,
the parties shall endeavor to agree on the proper and reasonable limits for such
insurance to be carried and such insurance shall thereafter be carried with the
limits thus agreed on until further change pursuant to the provisions of this
Section.  If the parties shall be unable to agree thereon, the proper
and reasonable limits for such insurance shall be determined by an impartial
third party selected by the parties the costs of which shall be divided equally
between the parties.  Such redeterminations, whether made by the
parties or by arbitration, shall be made no more frequently than every five (5)
years.  Nothing herein shall permit the amount of insurance to be
reduced below the amount or amounts required by any Landlord’s
Mortgagee.


      
        
           


        

        
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      11.6           Blanket
Policy.  Notwithstanding anything to the contrary contained in
this Section, Tenant’s obligations to carry the insurance provided for herein
may be brought within the coverage of a so-called blanket policy or policies of
insurance carried and maintained by Tenant or any member of Tenant; provided
that the coverage afforded Landlord will not be reduced or diminished or
otherwise be different from that which would exist under separate policies
meeting all other requirements of this Lease (e.g., “all risk” property coverage
is scheduled with full limits for this location and the general liability and
medical professional liability policies include per location aggregate
language); provided further that the requirements of this Article 11 are
otherwise satisfied.

       

      11.7           No
Separate Insurance.  Without the prior written consent of
Landlord, Tenant shall not, on Tenant’s own initiative or pursuant to the
request or requirement of any third party, take out separate insurance
concurrent in form or contributing in the event of loss with that required in
this Article 11 to be furnished by, or which may reasonably be required by a
Landlord’s Mortgagee to be furnished by, Tenant, or increase the amounts of any
then-existing insurance required under this Article 11 by securing an additional
policy or additional policies, unless all parties having an insurable interest
in the subject matter of the insurance, including in all cases Landlord and all
Landlord’s Mortgagees, are included therein as additional insureds and the loss
is payable under said insurance in the same manner as losses are required to be
payable under this Lease.  Tenant shall immediately notify Landlord of
the taking out of any such separate insurance or of the increasing of any of the
amounts of the then-existing insurance required under this Article 11 by
securing an additional policy or additional policies.

       

      11.8           Landlord’s
Insurance Obligations.  During the Term of this Lease, Landlord
shall at all times maintain insurance covering all areas of the Project which do
not constitute a part of the Premises.  The kinds and amounts of
insurance shall be as Landlord deems necessary and appropriate, or as may be
required by Landlord’s Mortgagee or Ground Lessor, and shall be written by
companies authorized to do insurance business in the state in which the Premises
is located and with an AM Best rating of at least A VIII (or comparable
rating).  Landlord’s Mortgagee shall be the loss payee under the
property coverage (or, if there is no Landlord’s Mortgagee, then Landlord shall
be designated as the loss payee).  Certificates of insurance shall be
delivered to Tenant upon Tenant’s written request.  Notwithstanding
anything to the contrary contained in this Section, Landlord’s obligations to
carry the insurance provided for herein may be brought within the coverage of a
so-called blanket policy or policies of insurance carried and maintained by
Landlord and its Affiliates; provided that the coverage afforded Landlord will
not be reduced or diminished or otherwise be different from that which would
exist under separate policies meeting all other requirements of this Lease
(e.g., “all risk” property coverage is scheduled with full limits for this
location and the general liability policy includes per location aggregate
language); provided further that the requirements of this Section 11.8 are
otherwise satisfied.

       

      
        
          
          

        

        
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      ARTICLE
12.

      FIRE AND
CASUALTY
 

      12.1           Insurance
Proceeds.  Subject to the terms of any Landlord’s Mortgage, all
proceeds payable by reason of any loss or damage to the Premises or any portion
thereof (but specifically excluding proceeds payable to Tenant on account of
loss or damage to any of Tenant owned personal property), and insured under any
policy of insurance required by Article 11 of this Lease shall be paid to
Landlord or Landlord’s Mortgagee and held by Landlord in trust (subject to the
provisions of Section 12.6) and shall be made available for reconstruction or
repair, as the case may be, of any damage to or destruction of the Premises, or
any portion thereof, and shall be promptly paid out by Landlord (or Landlord’s
Mortgagee, as the case may be, in accordance with and subject to the Landlord’s
Mortgage) from time to time for the reasonable cost of such reconstruction or
repair in accordance with this Article 12.  Any excess proceeds of
insurance remaining after the completion of the restoration or reconstruction of
the Premises shall be retained by Landlord.

       

      12.2           Reconstruction
in the Event of Damage or Destruction Covered by
Insurance.  Except as provided in Section 12.6, and subject to
the terms of any Landlord’s Mortgage, if during the Term, the Premises are
partially destroyed from a risk covered by the insurance described in Article
11, Landlord shall apply all proceeds payable with respect thereto to restore
the Premises to substantially the same condition as existed immediately before
the damage or destruction.  Such damage or destruction shall not
terminate this Lease.

       

      12.3           Reconstruction
in the Event of Damage or Destruction Not Covered by
Insurance.  Subject to the terms of any Landlord’s Mortgage, if
during the Term the Premises are partially destroyed by a risk not covered by
the insurance described in Article 11, Landlord shall have the option, in its
sole discretion to (i) restore the Premises to substantially the same condition
it was in immediately before such damage or destruction or (ii) terminate this
Lease by giving notice to Tenant within thirty (30) days after Landlord’s
receipt of notice from the applicable insurer that the damage will not be
covered by insurance.  In the event that Landlord elects to terminate
the Lease, Tenant shall have no further obligations under the Lease from and
after the date of damage or destruction and Landlord shall reimburse Tenant for
any payments of Minimum Rent made after the date of damage or
destruction.

       

      12.4           Tenant’s
Property.  If the Premises are restored by Landlord pursuant to
this Article 12, Tenant shall use any insurance proceeds payable by reason of
any loss of or damage to any of the Tenant’s Personal Property to restore such
Tenant owned Personal Property to the Premises with items of substantially
equivalent value to the items being replaced.

       

      12.5           Abatement
of Rent.  Notwithstanding any loss or damage to the Premises or
to Tenant’s Personal Property, unless this Lease is terminated pursuant to the
provisions hereof, this Lease shall remain in full force and effect; provided,
however, Tenant’s obligation to pay Rent when due as required by this Lease
shall abate beginning on the date that is one hundred twenty (120) days after
the date of damage or destruction and shall continue abated until the Premises
are sufficiently repaired and restored to allow Tenant to reoccupy the
Premises.

       

      12.6           Damage
Near End of Term.  Notwithstanding any provisions of Sections
12.2 or 12.3 to the contrary, if damage to or destruction of the Premises occurs
during the last twelve (12) months of the Initial Term or an Extension Term, and
if in Tenant’s commercially reasonable opinion, such damage or destruction
cannot be fully repaired and restored within the lesser of (i) six (6)
months or (ii) the period remaining in the Term or Extension Term immediately
following the date of loss, either party shall have the right to terminate this
Lease by giving notice to the other within thirty (30) days after the date
of damage or destruction, in which event Landlord shall be entitled to retain
the insurance proceeds, and Tenant shall pay to Landlord on demand the amount of
any deductible or uninsured loss arising in connection therewith; provided that
any such notice given by Landlord shall be void and of no force and effect if
Tenant exercises any available option to extend the Term for one Extension Term,
or one additional Extension Term, as the case may be, within thirty (30)
days following receipt of such termination notice.


      
        
           


        

        
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      12.7           Waiver.  Tenant
hereby waives any statutory or common law rights of termination which may arise
by reason of any damage or destruction of the Premises.

       

      ARTICLE
13.

      CONDEMNATION

       

      13.1           Parties’
Rights and Obligations.  If during the Term there is any Taking
of all or any part of the Premises or any interest in this Lease by
Condemnation, the rights and obligations of the parties shall be determined by
this Article 13 and shall be subject to the terms of Landlord’s
Mortgage.

       

      13.2           Total
Taking.  If there is a Taking of all of the Premises by
Condemnation, this Lease shall terminate effective as of the Date of Taking, and
the Minimum Rent and all Additional Charges paid or payable hereunder shall be
apportioned and paid to the Date of Taking.

       

      13.3           Partial
Taking.  If there is a Taking of a portion of the Premises by
Condemnation such that the Premises are not thereby rendered Unsuitable for its
Permitted Use in the commercially reasonable opinion of Landlord and Tenant,
this Lease shall remain in effect.  If, however, the Premises are
thereby rendered Unsuitable for its Permitted Use in Landlord and Tenant’s
mutual commercially reasonable opinion, Tenant shall have the right, subject to
the terms of the Landlord’s Mortgage (a) to take such proceeds of any Award as
shall be necessary and restore the Premises, at its own expense, to the extent
possible, to substantially the same condition as existed immediately before the
partial Taking, or (b) to terminate this Lease, in which case all proceeds of
any Award shall belong to Landlord.  Tenant shall immediately provide
Landlord with notice of any partial Taking and Tenant’s opinion concerning the
suitability of the Premises for its Permitted Use.  Landlord shall,
within thirty (30) days after such notice of partial Taking, advise Tenant of
its opinion concerning whether or not the Premises is, after the partial Taking
rendered Unsuitable for its Permitted Use.  Tenant shall exercise any
one of its above stated options by giving Landlord notice thereof within sixty
(60) days after Tenant receives Landlord’s notice concerning the suitability of
the Premises for its Permitted Use after the partial Taking. In the event that
this Lease is terminated pursuant hereto, this Lease shall terminate effective
as of the Date of Taking, and the Minimum Rent and all Additional Charges paid
or payable hereunder shall be apportioned and paid to the Date of
Taking.

       

      13.4           Restoration.  If
there is a partial Taking of the Premises and this Lease remains in full force
and effect pursuant to Section 13.3, Tenant shall commence all necessary
restoration of the Premises within thirty (30) days (or as soon as practicable
after the receipt of any necessary permits or approvals, whichever is later)
after the date Tenant has delivered notice to Landlord of its election to
restore the Premises and shall diligently pursue the completion of the
restoration as soon as reasonably possible.


      
        
           


        

        
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      13.5           Award
Distribution.  Except as otherwise provided in Section 13.3
above, in any other event, the entire Award shall belong to and be paid to
Landlord, except that, in all instances, (a) Tenant shall be entitled to a
separate award or damages equal to the value of any removable Trade Fixtures and
Personal Property installed by Tenant at its own cost in the Premises; and
(b) Tenant shall be entitled to seek separate award and damages for
relocation expenses and loss of business resulting from such Taking, provided
that any award payable to Tenant would not reduce the amount of the Award that
Landlord would otherwise be entitled to receive.  Landlord and Tenant
agree to work together in a coordinated effort in the filing of their respective
separate claims for any such awards and shall each file all necessary pleadings
or other documents to support the other’s position.

       

      13.6           Temporary
Taking.  The Taking of the Premises, or any part thereof, by
military or other public authority shall constitute a Taking by Condemnation
only when the use and occupancy by the Taking authority has continued for longer
than twelve (12) months.  During the period after such initial twelve
(12) month period all the provisions of this Lease shall remain in full force
and effect, and the Rent shall not be abated or reduced during such period of
Taking; provided that Tenant will receive any compensation from the Taking
authority as a result of such temporary Taking.

       

      ARTICLE
14.

      DEFAULT

       

      14.1           Events of
Default.  The occurrence of any one or more of the following
events shall constitute events of default (individually, an “Event of Default” and,
collectively, “Events of
Default”) hereunder:

       

      (a)        if Tenant
shall fail to make a payment of Minimum Rent when due and payable and such
failure continues for a period of five (5) days; or

       

      (b)        if Tenant
shall fail to make a payment of Additional Charges, Impositions or any other sum
required to be paid by Tenant hereunder (other than Minimum Rent) when the same
becomes due and payable and such failure continues for a period of ten (10) days
after written notice from Landlord to Tenant; or

       

      (c)        if Tenant
shall fail to observe or perform any other term, covenant or condition of this
Lease and such failure is not cured by Tenant within a period of thirty (30)
days after receipt by Tenant of notice thereof from Landlord, unless such
failure cannot with due diligence be cured within a period of thirty (30) days,
in which case such failure shall not be deemed an Event of Default provided that
Tenant commences to cure such failure within the initial thirty (30) day cure
period and thereafter diligently completes the curing thereof within an
additional thirty (30) days.  Notwithstanding the foregoing, the time
within which Tenant shall be obligated to cure any such failure shall also be
subject to extension of time due to the occurrence of any Unavoidable Delay;
or


      
        
           


        

        
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      (d)        if Tenant or
Guarantor, or any of their respective subsidiaries or members,
shall:

       

      (i)        admit
in writing its inability to pay its debts generally as they become
due,

       

      (ii)       file
a petition in bankruptcy or a petition to take advantage of any insolvency
law,

       

      (iii)      make
an assignment for the benefit of its creditors,

       

      (iv)      consent
to the appointment of a custodian (including without limitation a trustee or
receiver) of itself or of the whole or any substantial part of its property,
or

       

      (v)        file
a petition or answer seeking reorganization or arrangement under the Federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any state thereof, or

       

      (e)        if final
judgment for the payment of money shall be rendered against Tenant, any of its
subsidiaries or members and Tenant or any such subsidiary or member, as the case
may be, shall not discharge or cause the same to be discharged within ninety
(90) days from the entry thereof, or shall not appeal therefrom or from the
order, decree or process upon which or pursuant to which said judgment was
granted, based or entered and secure a stay of execution pending such appeal,
or

       

      (f)        if Guarantor
shall default on its obligations under the Lease Guaranty attached hereto as
Exhibit D,
or

       

      (g)        if any of the
representations or warranties made by Tenant, any of its subsidiaries or members
and Tenant or any such subsidiary or member, as the case may be, in this Lease
prove to have been untrue in any material respect when made, and to the extent
such untrue representation or warranty is not cured within thirty (30) days
after receipt by Tenant of written notice thereof from Landlord, or

       

      (h)        if the
Financial Statements of any of Tenant or Guarantor, or any of their respective
subsidiaries or members, as the case may be, provided under this Lease to
Landlord in connection with the execution of this Lease prove to have been
untrue in any material respect when made, and reliance on such Financial
Statements causes an adverse impact to Landlord.

       

      (i)        if Tenant
shall directly or indirectly create or suffer to exist any lien, encumbrance,
attachment, title retention agreement or claim upon the Premises, Building or
Project and such lien, encumbrance, attachment, title retention agreement or
claim remains unsatisfied or unbonded following thirty (30) days after the date
of filing thereof, subject to the provisions of Article 9 relating to
liens, and further subject to the right of Tenant to contest the validity
thereof as provided in Section 10 hereof.

       

      14.2           Remedies.  If
an Event of Default shall have occurred, Landlord shall have the right at its
election, then or at any time thereafter, to pursue any one or more of the
following remedies, in addition to any remedies which may be permitted by law or
by other provisions of this Lease, without further notice or demand, except as
hereinafter provided:


      
        
           


        

        
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      (a)        Without any
notice or demand whatsoever, Landlord may take any one or more actions
permissible at law to ensure performance by Tenant of Tenant’s covenants and
obligations under this Lease.  In this regard, it is agreed that if
Tenant abandons or vacates the Premises, Landlord may enter upon and take
possession of such Premises in order to protect it from deterioration and
continue to demand from Tenant the monthly Minimum Rent and the Additional
Charges provided in this Lease.  Landlord shall use good faith,
commercially reasonable efforts to relet and thereby mitigate its damages but
shall have no absolute obligation to relet.  If Landlord does elect to
relet the Premises, such action by Landlord shall not be deemed as an acceptance
of Tenant’s surrender of the Premises unless Landlord expressly notifies Tenant
of such acceptance in writing, Tenant hereby acknowledging that Landlord shall
otherwise be reletting as Tenant’s agent.  It is further agreed in
this regard that in the event of any Event of Default described in this Article
14, Landlord shall have the right to enter upon the Premises and do whatever
Tenant is obligated to do under the terms of this Lease; and Tenant agrees to
reimburse Landlord on demand for any reasonable expenses which Landlord may
incur in thus effecting compliance with Tenant’s obligations under this Lease,
and further agrees that Landlord shall not be liable for any damages resulting
to Tenant from such action provided that Landlord is not negligent in the
performance of Tenant’s lease obligations.

       

      (b)        Landlord may
(i) terminate this Lease or (ii) terminate Tenant’s right to
possession of the Premises without terminating this Lease by written notice to
Tenant, in which event Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which Landlord may have for possession or arrearage in rent
(including any interest which may have accrued pursuant to Section 2 of this
Lease or otherwise), enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying the Premises or any part
thereof.  In addition, Tenant agrees to pay to Landlord on demand the
amount of all loss and damage which Landlord may suffer by reason of any
termination effected pursuant to this subsection (b), said loss and damage to be
determined, at Landlord’s option, by either of the following alternative
measures of damages:

       

      (i)           Landlord
shall be obligated to use good faith, commercially reasonable efforts, to relet
the Premises, until the Premises is relet Tenant shall pay to Landlord on or
before the first day of each calendar month the monthly Minimum Rent and other
Additional Charges provided in this Lease.  After the Premises has
been relet by Landlord, Tenant shall pay to Landlord on the tenth (10th) day of
each calendar month the difference between the monthly Minimum Rent and
Additional Charges provided in this Lease for the preceding calendar month and
that actually collected by Landlord for such month; provided that such
collections are less than the Minimum Rental and Additional Charges due under
this Lease.  If it is necessary for Landlord to bring suit in order to
collect any deficiency, Landlord shall have a right to allow such deficiencies
to accumulate and to bring an action on several or all of the accrued
deficiencies at one time.  Any such suit shall not prejudice in any
way the right of Landlord to bring a similar action for any subsequent
deficiency or deficiencies.  Any amount collected by Landlord from
subsequent tenants for any calendar month in excess of the monthly Minimum Rent
and Additional Charges provided in this Lease shall be credited to Tenant in
reduction of Tenant’s liability for any calendar month for which the amount
collected by Landlord will be less than the monthly Minimum Rent and Additional
Charges provided in this Lease; but Tenant shall have no right to such excess
other than the above described credit; or


      
        
           


        

        
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      (ii)           When
Landlord desires, Landlord may demand a final settlement equal to the total of
all Minimum Rent and Additional Charges provided in this Lease for the remainder
of the Term, discounted to present value at a rate consistent with industry
standards at the time of such determination and allowed by applicable law, minus
the rental value of the Premises for the remainder of the Term, discounted to
present value at a rate consistent with industry standards at the time of such
determination and allowed by applicable law.

       

      (iii)           After
an Event of Default has occurred and prior to any final settlement action taken
by Landlord under Section 14.2(b)(ii) above, in order to collect upon and manage
the Additional Charges (which are not required to be paid to Landlord monthly
under the other provisions of this Lease), Landlord shall be permitted to make a
reasonable estimate of the Additional Charges due under this Lease during each
Lease Year and may require Tenant to pay the estimated Additional Charges
together with the monthly Minimum Rent prorated on a monthly basis. Landlord
shall be obligated to remit to Tenant any excess over actual Additional Charges
collected by Landlord within one hundred twenty (120) days after the end of each
Lease Term.  All such sums collected by Landlord as estimated
Additional Charges shall be used by Landlord to pay such Additional Charges,
except to the extent that Tenant has failed to make all Minimum Rent payments to
Landlord, in which event, Landlord may, at its election, apply such sums
collected as estimated Additional Charges to past due Minimum Rent payments and
any late fees charged to Tenant.

       

      The
rights and remedies of Landlord hereunder are cumulative, and pursuit of any of
the above remedies shall not preclude pursuit of any other remedies prescribed
in other sections of this Lease and any other remedies provided by law or
equity.  Forbearance by Landlord to enforce one or more of the
remedies herein provided upon an Event of Default shall not be deemed or
construed to constitute a waiver of such Event of Default.

       

      (c)        Additional
Expenses.  In addition to payments required pursuant to
subsections (a) and (b) of Section 14.2 above, Tenant shall compensate Landlord
for all reasonable expenses incurred by Landlord in repossessing the Premises
(including any increase in insurance premiums caused by the vacancy of the
Premises), all reasonable expenses incurred by Landlord in reletting (including
repairs, remodeling, replacements, advertisements and brokerage fees), all
reasonable concessions granted to a new tenant upon reletting (including renewal
options), all fees and expenses incurred by Landlord as a direct or indirect
result of any appropriate action by a Landlord’s Mortgagee, any expenses of
Landlord incurred for the installation of separate lines or meters for any
public utilities not previously metered separately from adjacent property of
Tenant and a reasonable allowance for Landlord’s administrative efforts,
salaries and overhead attributable directly or indirectly to Tenant’s default
and Landlord’s pursuing the rights and remedies provided herein and under
applicable law.


      
        
           


        

        
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      14.3           Waiver.  If
this Lease is terminated pursuant to law or the provisions of Section 14.2,
Tenant waives, to the extent permitted by applicable law, (a) any right of
redemption, reentry or repossession and (b) the benefit of any laws now or
hereafter in force exempting property from liability for rent or for
debt.

       

      14.4           Application
of Funds.  All payments otherwise payable to Tenant which are
received by Landlord under any of the provisions of this Lease during the
existence or continuance of any Event of Default shall be applied to Tenant’s
obligations in the order which Landlord may reasonably determine or as may be
prescribed by the laws of the state in which the Premises are
located.

       

      Article
15.

      (INTENTIONALLY
DELETED)

       

      ARTICLE
16.

      HOLDING
OVER

       

      If Tenant
shall for any reason remain in possession of the Premises after the expiration
of the Term or any earlier termination of the Term hereof, such possession shall
be construed to be a monthly tenancy during which time Tenant shall pay as
rental each month, for the first three (3) months of such month to month
tenancy, (a) one hundred twenty-five percent (125%) of the aggregate of
one-twelfth (1/12th) of the aggregate Minimum Rent payable with respect to the
immediately preceding complete Lease Year; plus (b) all Additional Charges
accruing during such month; and plus (c) all other sums, if any, payable
pursuant to the provisions of this Lease with respect to the
Premises.  Following the initial three (3) months of such month to
month tenancy following expiration or early termination of the Term, Tenant
shall pay as rental each month (a) one hundred fifty percent (150%) of the
aggregate of one-twelfth (1/12th) of the aggregate Minimum Rent payable with
respect to the immediately preceding complete Lease Year; plus (b) all
Additional Charges accruing during such month; and plus (c) all other sums, if
any, payable pursuant to the provisions of this Lease with respect to the
Premises.  During such period of tenancy, Tenant and Landlord shall be
obligated to perform and observe all of the terms, covenants and conditions of
this Lease and to continue its occupancy and use of the
Premises.  Nothing contained herein shall constitute the consent,
express or implied, of Landlord to the holding over of Tenant after the
expiration or earlier termination of this Lease.

       

      ARTICLE
17.

      (INTENTIONALLY
DELETED)

       

      ARTICLE
18.

      RISK OF
LOSS

       

      Except as
otherwise provided in this Lease, during the Term of this Lease, the risk of
loss or of decrease in the enjoyment and beneficial use of the Premises in
consequence of the damage or destruction thereof by fire, the elements,
casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures,
attachments, levies or executions (other than by Landlord and those claiming
from, through or under Landlord) is assumed by Tenant and, Landlord shall in no
event be answerable or accountable therefore nor shall any of the events
mentioned in this Section entitle Tenant to any abatement of Rent except as
specifically provided in this Lease.


      
        
           


        

        
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      ARTICLE
19.

      INDEMNIFICATION

       

      19.1           Tenant’s
Indemnity.  Notwithstanding the existence of any insurance
provided for in Article 11, and without regard to the policy limits of any such
insurance, Tenant will protect, indemnify, save harmless and defend Landlord and
its partners, officers, agents and employees, and Landlord’s Mortgagee from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including reasonable attorneys’ fees and expenses),
to the extent permitted by law, imposed upon or incurred by or asserted against
Landlord by reason of:  (a) any accident, injury to or death of
persons or loss to property occurring on or about the Premises, including any
claims of malpractice, (b) any use, misuse, no use, condition, maintenance or
repair by Tenant of the Premises, (c) any Impositions which are the obligations
of Tenant to pay pursuant to the applicable provisions of this Lease, (d) any
failure on the part of Tenant to perform or comply with any of the terms of this
Lease, (e) the non-performance of any of the terms and provisions of any and all
existing and future subleases of the Premises to be performed by Tenant as
landlord thereunder and (f) the violation of any Hazardous Materials Law
occurring during the Lease Term, but excluding any period of time during which
Landlord has re-entered and repossessed the Premises after Tenant’s abandonment
thereof or otherwise caused by Landlord.  Any amounts which become
payable by Tenant under this Section 19.1 shall be paid within thirty (30) days
after liability therefore on the part of Landlord is finally determined by
litigation or otherwise (including the expiration of any time for appeals) and,
if not timely paid, shall bear interest (to the extent permitted by law) at the
Overdue Rate from the date of such determination to the date of
payment.  Tenant, at its expense, shall contest, resist and defend any
such claim, action or proceeding asserted or instituted against Landlord and its
partners, officers, agents and employees, and Landlord’s Mortgagee or may
compromise or otherwise dispose of the same as reasonably acceptable to
Landlord.  Landlord shall cooperate with Tenant in a reasonable manner
to permit Tenant to satisfy Tenant’s obligations hereunder, including the
execution of any instruments or documents reasonably requested by
Tenant.  Notwithstanding the foregoing, nothing herein shall be
construed as indemnifying Landlord or its agents for their own negligent acts or
omissions or willful misconduct.  Tenant’s liability for a breach of
the provisions of this Section 19.1 shall survive any termination of this
Lease.


      
        
           


        

        
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      19.2           Landlord’s
Indemnity.  Landlord will protect, indemnify, save harmless and
defend Tenant and the members of Tenant and its partners, officers, agents and
employees from and against all liabilities, obligations, claims, damages,
penalties, causes of action, costs and expenses (including reasonable attorneys’
fees and expenses), to the extent permitted by law, imposed upon or incurred by
or asserted against Tenant by reason of:  (a) any accident, injury to
or death of persons or loss to property occurring on or about the Premises
relating to the construction of the Facility (but only until such date that the
General Contractor’s construction warranties to Landlord under the final
construction documents have expired); (b) any items excluded from the definition
of “Impositions” pursuant to Article 34 hereof, (c) any failure on the part of
Landlord to perform or comply with any of the terms of this Lease or the Ground
Lease; and (d) the violation of any Hazardous Materials Law during any period of
time during which Landlord has re-entered and repossessed the Premises after
Tenant’s abandonment thereof or otherwise caused by Landlord.  Any
amounts which become payable by Landlord under this Section 19.2 shall be paid
within thirty (30) days after liability therefore on the part of Tenant is
finally determined by litigation or otherwise (including the expiration of any
time for appeals) and, if not timely paid, shall bear interest (to the extent
permitted by law) at the Overdue Rate from the date of such determination to the
date of payment.  Landlord, at its expense, shall contest, resist and
defend any such claim, action or proceeding asserted or instituted against
Tenant and its partners, officers, agents and employees, or may compromise or
otherwise dispose of the same as reasonably acceptable to
Tenant.  Tenant shall cooperate with Landlord in a reasonable manner
to permit Landlord to satisfy Landlord’s obligations hereunder, including the
execution of any instruments or documents reasonably requested by
Landlord.  Nothing herein shall be construed as indemnifying Tenant or
its agents for their own negligent acts or omissions or willful
misconduct.  Landlord’s liability for a breach of the provisions of
this Section 19.2 shall survive any termination of this Lease.

       

      ARTICLE
20.

      SUBLETTING AND
ASSIGNMENT

       

      20.1           Assignment.  Except
as expressly permitted under Section 20.3 hereof, Tenant shall not do any of the
following without the prior written consent of Landlord:  (i) assign,
either directly or indirectly (including an assignment of Tenant’s rights
hereunder occurring by merger, conversion, whether occurring directly or
indirectly, or by other operation of law) or delegate all or any portion of
Tenant’s rights or obligations under or in respect to the leasehold estate
created under this Lease, and/or (ii) permit the use of all or any part of the
Premises by any persons other than Tenant or its Affiliates.  In no
event shall any assignee or subtenant use the Premises for any purpose other
than a Permitted Use without Landlord’s consent, and in no event may Premises be
used for a Prohibited Use.  In the event Tenant desires to make an
assignment, Tenant shall deliver prior written notice thereof and thereafter
Landlord shall provide Tenant with written information or any prohibited or
limited uses of the Premises to any assignee or sublessee.  Tenant
acknowledges that making any assignment without Landlord’s prior written consent
shall be void, and if Tenant makes any assignment without such consent, Landlord
shall have the right (but not the obligation) at anytime to declare an Event of
Default hereunder.  Except as to a Permitted Assignment set forth in
Sections 20.3 or 20.4 hereof, Landlord may require, as a condition precedent to
consenting to any assignment, that (a) the assignee establishes to
Landlord’s reasonable satisfaction such assignee’s financial ability to
consistently perform the terms and obligations of this Lease, (b) the
assignee shall assume in writing and agree to keep and perform all of the terms
of this Lease on the part of Tenant to be kept and performed and shall be and
become jointly and severally liable with Tenant for the performance thereof,
(c) an original counterpart of each such assignment and assumption, duly
executed by Tenant and such assignee shall be delivered promptly to Landlord,
and (d) Tenant shall remain primarily liable, as principal rather than as
surety, for the prompt payment of the Rent and for the performance and
observance of all of the covenants and conditions to be performed by Tenant
hereunder.  In the event Tenant desires to make a assignment which
requires Landlord’s consent, Landlord’s consent shall not be unreasonably or
arbitrarily withheld, conditioned or delayed.


      
        
           


        

        
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      20.2           Non-Disturbance,
Subordination and Attornment.  Tenant shall insert in each
sublease permitted hereunder provisions to the effect that (a) such sublease is
subject and subordinate to all of the terms and provisions of this Lease and to
the rights of Landlord hereunder, (b) in the event this Lease shall terminate
before the expiration of such sublease, the subtenant thereunder will, at
Landlord’s option, attorn to Landlord and waive any right the subtenant may have
to terminate the sublease or to surrender possession thereunder as a result of
the termination of this Lease and (c) in the event the subtenant receives a
written notice from Landlord or Landlord’s assignees, if any, stating that
Tenant is in default under this Lease, the subtenant shall thereafter be
obligated to pay all rentals accruing under said sublease directly to the party
giving such notice, or as such party may direct.  All rentals received
from the subtenant by Landlord or Landlord’s assignees, if any, as the case may
be, shall be credited against amounts owing by Tenant under this
Lease.  Landlord agrees that notwithstanding any default, termination,
expiration, sale, entry or other act or omission of Tenant pursuant to the terms
of this Lease, or at law or in equity, any subtenant’s possession shall not be
disturbed unless such possession may otherwise be terminated pursuant to the
terms of the applicable sublease.  Landlord hereby agrees, upon
Tenant’s request, to execute a nondisturbance agreement in favor of any
subtenant under any sublease permitted under Section 20.1 above; provided that
any such subtenant has acknowledged all of the foregoing provisions and executed
all documents required by this Section 20.2.

       

      20.3           Permitted
Subleases; Permitted Assignment to a Permitted
Transferee.  Tenant may sublease all or any portion of the
Premises without Landlord’s consent so long as (a) the subtenant agrees in
writing to comply with the provisions of Section 20.2 and to be subject to and
comply with all of the terms of this Lease, (b) an original counterpart of each
such sublease, duly executed by Tenant and such subtenant shall be delivered
promptly to Landlord and (c) Tenant shall remain primarily liable, as principal
rather than as surety, for the prompt payment of the Rent and for the
performance and observance of all of the covenants and conditions to be
performed by Tenant hereunder and further provided that there shall be no
release of the Lease Guaranty without the express written consent of
Landlord.  Any such subtenant shall be a “Permitted Transferee” for
purposes hereof.  In addition, Tenant may either directly or
indirectly assign this Lease, without the consent of Landlord, whether occurring
by actual assignment of interests, merger, conversion, or other operation of
law, Transfer of membership or partnership interests in Tenant or Transfer of
any shares, membership interest, partnership interest, or ownership interest in
the legal entity owning the membership or partnership interests in Tenant, to
any person or entity, as allowed pursuant to those requirements set forth in
Section 20.4 hereof, provided that there shall be no release of the Lease
Guaranty without the express written consent of Landlord .  Any such
assignee shall also be a “Permitted Transferee” for
purposes hereof.  Tenant shall notify Landlord in writing at least
thirty (30) days in advance of any change in its ownership structure, the
Transfer of shares or ownership interest in the legal entity owning any
partnership or membership interests in Tenant or assignment of this Lease to a
Permitted Transferee and shall provide to Landlord all reasonably requested
documentation relating to any such Transfer.


      
        
           


        

        
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      20.4           Permitted
Assignment by Tenant or Initial Members to Third Parties.  Any
direct or indirect assignment of any part of an Initial Member’s ownership
interest in Tenant, whether occurring by actual assignment of interests, merger,
conversion or other operation of law, to any party shall require Landlord’s
written consent, which shall not be unreasonably withheld, conditioned or
delayed.  Landlord shall not withhold such consent if, in Landlord’s
commercially reasonable opinion, (i) the proposed transferee (including
such transferee’s direct and indirect equity owners) has equal or better
financial strength and capability as the Initial Member transferring the
interest (including the Initial Member’s direct and indirect equity owners),
(ii) the proposed transferee has operating experience and capability
comparable to the Member transferring the interest, and (iii) there shall be no
release of the Lease Guaranty unless the proposed transferee executes a
replacement lease guaranty acceptable to Landlord.  The transferee of
any Assignment permitted pursuant to this Section 20.4 shall be a “Permitted Transferee” for
purposes hereof.

       

      At least thirty (30) days prior to the
occurrence of any Assignment, merger, conversion or other similar event
(collectively, an “Other Event”), Tenant shall deliver to
Landlord notice of such proposed Assignment or other event, together with
information concerning the anticipated date for closing of the Assignment or
other event and, if the proposed assignee is not an Initial Member, the proposed
assignee’s Financial Statements for the then current (in unaudited form if
mid-fiscal year for such assignee) and the two (2) prior fiscal
years.  Within fifteen (15) days after delivery to Landlord of a
request for Assignment or other event, Landlord shall advise Tenant whether any
additional information is required.  Landlord shall provide such
consent or reason for withholding consent within thirty (30) days after delivery
to Landlord of notice of such Assignment or other event and such reasonably
requested financial information for assignee.  Landlord’s failure to
provide such consent or reason for withholding consent within such thirty (30)
day period shall be deemed approval.  In the event Tenant desires to
make a sublease or assignment of the Lease, or assignment of an Initial Member’s
ownership interest in Tenant, and Landlord’s consent is required hereby,
Landlord’s consent shall not be unreasonably or arbitrarily withheld,
conditioned or delayed.

       

      ARTICLE
21.

      ESTOPPEL CERTIFICATES AND
FINANCIAL STATEMENTS

       

      21.1           At
any time and from time to time within twenty (20) days following written request
by Landlord, Landlord’s Mortgagee or any purchaser at a foreclosure sale of the
Premises, Tenant will furnish to Landlord, Landlord’s Mortgagee or any purchaser
at a foreclosure sale of the Premises (as applicable) a certificate from an
authorized member of Tenant certifying that this Lease is unmodified and in full
force and effect (or that this Lease is in full force and effect as modified and
setting forth the modifications), the dates to which the Rent has been paid and
such other reasonable statements or information as requested.  Any
such certificate furnished pursuant to this Article maybe relied upon by
Landlord, Landlord’s Mortgagee and any prospective purchaser of the
Building.

       

      21.2           Tenant
will furnish or cause to furnish the following statements to Landlord; provided
that Tenant shall not be obligated to provide such information to Landlord it
deems confidential and sensitive in its reasonable
discretion.  Landlord shall keep all information provided by Tenant
confidential and shall not share such information with any third parties (except
(1) to Landlord’s attorneys, consultants, accountants, lenders or prospective
purchasers of Landlord’s interest in the project (but not to any operators of a
long term acute care hospital or in-patient rehabilitation facility), (2) in
litigation between Landlord and Tenant, and (3) if required by court order,
without the written consent of Tenant.  In no event shall Landlord
share information with any third parties if such action would be in violation of
the Securities Exchange Act of 1934.


      
        
           


        

        
          27

          
            

          

        

        
           


        

      

         

      (i)           Within
one-hundred twenty (120) days after the end of each of Tenant’s fiscal years, a
copy of the Financial Statements for the preceding fiscal year of Tenant and
Tenant’s general partner or managing member, to the extent that such financial
statements are prepared and available, and

       

      (ii)           With
reasonable promptness, such other information respecting the financial
performance, condition and affairs of Tenant and Tenant’s general partner or
managing member as Landlord may reasonably request from time to time, to the
extent that such financial statements are prepared and available.

       

      ARTICLE
22.

      INSPECTION

       

      Tenant
shall permit Landlord and its authorized representatives to inspect the Premises
upon prior written notice during usual business hours subject to any security,
health, safety or confidentiality requirements of Tenant, any governmental
agency, any Insurance Requirements relating to the Premises, or imposed by law
or applicable regulations.

       

      ARTICLE
23.

      QUIET
ENJOYMENT

       

      So long
as Tenant shall pay all Rent as the same becomes due and shall fully comply with
all of the terms of this Lease and fully perform its obligations hereunder,
Tenant shall peaceably and quietly have, hold and enjoy the Premises for the
Term hereof, free of any claim or other action by Landlord or anyone claiming
by, through or under Landlord, but subject to the terms of this Lease and all
liens and encumbrances of record as of the date hereof or hereafter consented to
by Tenant.  No failure by Landlord to comply with the foregoing
covenant shall give Tenant any right to cancel or terminate this Lease, or to
fail to pay any other sum payable under this Lease, or to fail to perform any
other obligation of Tenant hereunder.  Notwithstanding the foregoing,
Tenant shall have the right by separate and independent action to pursue any
claim or seek any damages it may have against Landlord as a result of a breach
by Landlord of the covenant of quiet enjoyment contained in this
Article.

       

      ARTICLE
24.

      NOTICES

       

      24.1       All
Notices.  All notices, demands, requests, consents, approvals
and other communications or documents to be provided under this Lease shall be
in writing and shall be given to the party at its address or telecopy number set
forth below or such other address or telecopy number as the party may later
specify for that purpose by notice to the other party.  Each notice
shall, for all purposes shall be deemed given and received:

       

      (i)           If
given by telecopy, when the telecopy is transmitted to the party’s telecopy
number specified below and confirmation of complete receipt is received by that
transmitting party during normal business hours on any Business Day or on the
next Business Day if not confirmed during normal business
hours;


      
        
           


        

        
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      (ii)          
If hand delivered to a party when the copy of the notice is
delivered;

       

      (iii)         
If given by nationally recognized and reputable overnight delivery service, the
day on which the notice is actually received by the party at the address of the
party specified below in this Article 24; or

       

      (iv)           If
given by certified mail, return receipt requested, postage prepaid, two Business
Days after posted with the United States Postal Service, at the address of the
party specified below, or if so addressed but receipt is refused:

       

      If to
Landlord:

       

      Rome LTH
Partners, LP

      9301
North Central Expressway, Suite 300

      Dallas,
Texas 75231

      Attention:
Jason K. Dodd

      Telephone:  (214)
953-1722

      Telecopy:  (214)
953-0278

      


      With a
copy to:

       

      Thomas W.
Slover

      Owens,
Clary and Aiken, L.L.P.

      700 N.
Pearl Street, Suite 1600

      Dallas,
Texas 75201

      Telephone:  (214)
698-2111

      Telecopy:  (214)
698-2121

      


      If to
Tenant:

       

      Mr. Jeff
Zadoks

      Chairman

      The
Specialty Hospital, LLC

      7733
Forsyth Blvd., Suite 2300

      St.  Louis,
MO 63105-1806

      Telephone:
314-659-2417

      Telecopy:
866-245-0401


      
        
           


        

        
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      With a
copy to:

       

      Thompson
Coburn LLP

      Attn:
James E. Dillon

      One US
Bank Plaza

      St.
Louis, Missouri 63101

      Telephone:
314.552.6330

      Telecopy:
314.552.7330

      


      ARTICLE
25.

      (INTENTIONALLY
DELETED)

       

      ARTICLE
26.

      RIGHT OF FIRST OFFER; RIGHT
OF FIRST REFUSAL

       

      26.1           First
Offer to Purchase.  During the Term hereof and provided that
Tenant is not in default hereunder at such time, and in the event that Landlord
desires to sell the Project, Tenant shall have an opportunity to purchase the
Project upon the terms and conditions set forth in this Section 26.1, subject,
however, to the limitations contained in this Article with respect to the right
of first refusal of the Ground Lessor under the Ground Lease (the “Ground Lessor
RFR”).  In the event that Landlord desires to sell the Project
and/or list the Project for sale, then Landlord shall deliver written notice to
Tenant of its intent to sell and/or list the Project and the material terms and
conditions of such proposed sale or listing (the “Sale Notice”).  A
copy of the Sale Notice shall also be delivered to the Ground Lessor pursuant to
the Ground Lease.  The material terms that shall be included in
Landlord’s Sale Notice to Tenant shall include, at a minimum, (i) the price for
the Project and, if applicable, the terms of any owner financing,
(ii) brokerage fees to be paid by Landlord, (iii) the due diligence or
feasibility period that will be provided a potential buyer of the Project, (iv)
the amount of any deposit required in connection with a contract for sale and
when such deposit will be earned by Landlord, and (v) the date or time
period for closing.  Tenant shall have a period of thirty (30) days
after receipt of Landlord’s Sale Notice to deliver to Landlord a form of
purchase and sale agreement meeting the minimum terms and conditions set forth
in the Sale Notice.  Landlord shall respond to Tenant’s purchase and
sale agreement within a period of ten (10) days following its delivery to
Landlord, either accepting or rejecting the proposed purchase and sale agreement
terms and conditions.  In the event the purchase and sale agreement is
acceptable to Landlord, then Landlord will be obligated to offer the purchase
and sale agreement to Ground Lessor under the Ground Lessor RFR.  The
Ground Lessor will have a period of ten (10) days after the delivery of such
purchase and sale agreement in which to accept the terms of the purchase and
sale agreement and purchase the Project under the terms of such
agreement.  In the event the Ground Lessor exercises its rights under
the Ground Lessor RFR, then Landlord will be obligated to sell the Project to
the Ground Lessor and Tenant shall have no right to purchase the Project under
this Article 26 with respect to the Sale Notice giving rise to such purchase and
sale agreement.  However, in the event the Ground Lessor does not
exercise the Ground Lessor RFR within the ten (10) day period provided under the
Ground Lease, then Landlord will be obligated to enter into such purchase and
sale agreement with Tenant.


      
        
           


        

        
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      In the
event that Tenant fails to deliver the form of purchase and sale agreement
within the thirty (30) day period or the failure of Landlord and Tenant to agree
to the terms of such purchase and sale agreement, Landlord shall be free to
market and sell the Project to a third party purchaser, or its assignee or
affiliated entity, free and clear or any rights of first offer or first refusal
of Tenant, at substantially the same price, terms and conditions set forth in
the Sale Notice (but subject to the rights of Ground Lessor under the Ground
Lessor RFR in the event Landlord desires to enter into a purchase and sale
agreement with any such third party, without regard to whether or not the terms
of such purchase and sale agreement are consistent with the Sale
Notice).  Notwithstanding the foregoing, Landlord may adjust the terms
of any offer to a third party purchaser so long as the purchase price is not
decreased by more than five percent (5%) of the amount set forth in the Sale
Notice.  If the purchase price is decreased by more than five percent
(5%) of the purchase price set forth in the Sale Notice, then Landlord shall be
obligated to offer the Project to Tenant under the terms of Section 26.2 below
(subject to the rights of the Ground Lessor under the Ground Lessor RFR, as
referenced in Section 26.2).

       

      26.2           First
Refusal to Purchase.  During the Term hereof and provided that
Tenant is not in default hereunder at such time, Tenant shall have a right of
first refusal to purchase the Project as set forth in this Section
26.2.  In the event that Landlord receives a bona fide written offer
to purchase the Project from a third party, which offer Landlord intends to
accept (or has accepted subject to Tenant’s right of first refusal granted
herein) (a “Third Party
Offer”), then Landlord shall promptly provide Tenant and the Ground
Lessor with a copy of such Third Party Offer (the “Third Party Offer
Notice”).  The Ground Lessor will have a period of fifteen (15)
days after the delivery of such Third Party Offer Notice in which to deliver
written notice to Landlord of Tenant’s election to purchase the Project on the
same terms and conditions contained in the Third Party
Offer.  Landlord shall promptly notify Tenant of any such notice from
Ground Lessor.  Tenant shall have thirty (30) days after receipt of
the Third Party Offer Notice in which to deliver written notice to Landlord of
Tenant’s election to purchase the Project on the same terms and conditions
contained in the Third Party Offer.  If Tenant should fail to timely
provide such written confirmation of its election to purchase the Project, then
Tenant shall be deemed to have elected not to meet the terms of the Third Party
Offer Notice and Landlord and the third party shall be entitled to proceed with
the sale of the Project free and clear of any Tenant right of first refusal to
purchase the Project (subject to the rights of the Ground Lessor under the
Ground Lessor RFR).  If the Ground Lessor exercises its rights under
the Ground Lessor RFR, then the Ground Lessor shall have the right to purchase
the Project under the terms of the Third-Party Offer and Tenant shall have no
right to purchase the Project pursuant to such Third-Party Offer
Notice.  If Tenant exercises the foregoing option and Ground Lessor
does not exercise its rights under the Ground Lessor RFR, then, such purchase
shall be consummated by Landlord and Tenant within the time period set forth in
the Third Party Offer.  If Tenant shall not exercise Tenant’s option
to purchase set forth above within said thirty (30) day period after receipt of
the Third Party Offer Notice, Landlord shall be free to sell the Project to the
third party, or its assignee or affiliated entity (subject to the rights of the
Ground Lessor under the Ground Lessor RFR), at the price, terms and conditions
set forth in such offer.  Notwithstanding anything to the contrary
contained in the foregoing, the terms of the Third Party Offer may be adjusted
between Landlord and the Third Party after Tenant’s refusal or decline to
purchase under this Section 26.2 so long as the purchase price is not decreased
by more than five percent (5%) of the amount set forth in the Third Party Offer
Notice.  If the purchase price is decreased by more than five percent
(5%) of the purchase price set forth in the Third Party Offer Notice, then
Landlord shall be obligated to offer the Project to Tenant again pursuant to
this Section 26.2, but subject to the prior right of Ground Lessor to purchase
the Project under the Ground Lessor RFR.  In the event that the Third
Party Sale fails to close, for whatever reason, Tenant shall be entitled to
exercise its right of first refusal as provided in this Section 26.2, as to any
subsequently received bona fide third party offer for purchase of the Project
that occurs during the Term of this Lease (again, subject to the prior rights of
the Ground Lessor under the Ground Lessor RFR).


      
        
           


        

        
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      26.3           Ground
Lessor Right of First Offer and Right of First
Refusal.  Without limiting the foregoing provisions of Sections
26.1 and 26.2, it is recognized that the Ground Lessor has a benefit of the
Ground Lessor RFR.  The right of first offer and right of first
refusal of Tenant shall be subordinate to the Ground Lessor
RFR.  Therefore, if the Ground Lessor exercises its Ground Lessor RFR
and purchases the Project under the terms of the Ground Lease, then the right of
first offer of Tenant shall not come into effect.  However, if the
Ground Lessor does not exercise its right of first refusal under the Ground
Lessor RFR, then the right of first offer of Tenant will come into effect and be
superior to the rights of the Ground Lessor, subject only to the Ground Lessor’s
right of first refusal again becoming effective in the event of any decrease in
the Purchase Price by more than five percent (5%) of the original purchase price
offered to Ground Lessor under the Ground Lessor RFR.

       

      26.4           Removal
of Personal Property  Provided that Tenant has performed all of
its obligations hereunder, Tenant may remove all Trade Fixtures, equipment,
furniture, and other personal property placed in the Premises by Tenant (but
Tenant shall not remove any such item which was paid for, in whole or in part,
by Landlord).  Tenant shall repair all damage caused by such
removal.  All items not so removed shall be deemed to have been
abandoned by Tenant and may be appropriated, sold, stored, destroyed, or
otherwise disposed of by Landlord without notice to Tenant and without any
obligation to account for such items.  The provisions of this Section
26.3 shall survive the end of the Term or Extended Term, as
applicable.

       

      26.5           Negative
Pledge.  Tenant shall not, and shall not permit any of its
Affiliates to, create, incur, permit or suffer to exist any lien upon Tenant’s
property or the Premises now owned or hereafter acquired, except for Permitted
Liens.

       

      26.6           Limitation.  The
foregoing provisions of this Article 26 shall not apply to a foreclosure sale,
or a transfer by a deed or assignment in lieu of foreclosure to Landlord’s
Mortgagee or its nominee and shall not apply to said Landlord’s Mortgagee or
nominee as a seller after foreclosure if it shall be the purchaser at the
foreclosure sale, or after a deed or assignment in lieu of
foreclosure.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      ARTICLE
27.

      DEFAULT BY
LANDLORD


      27.1           Default
by Landlord.  Landlord shall be in default of its obligations
under this Lease if Landlord shall fail to observe or perform any term, covenant
or condition of this Lease on its part to be performed and such failure shall
continue for a period of sixty (60) days after written notice thereof from
Tenant, unless such failure cannot with reasonable diligence be cured within a
period of sixty (60) days, in which case such failure shall not be deemed to
continue if Landlord, within said sixty (60) day period, proceeds promptly and
with reasonable diligence to cure the failure and diligently completes the
curing thereof (the “Landlord
Cure Period”).  The time within which Landlord shall be
obligated to cure any such failure shall also be subject to extension of time
due to the occurrence of any Unavoidable Delay.  In the event Landlord
fails to cure any such default within the period provided, Tenant may seek such
remedies available to Tenant hereunder or at law or in equity; provided,
however, that Tenant shall have no right to terminate the Lease unless and until
(i) such default, if left uncured, would render the Premises Unsuitable for
its Permitted Use in Tenant’s commercially reasonable opinion, (ii) Tenant
has provided Landlord with a second written notice of default relating to
matters which were set forth in a prior written notice and which were not cured
during the aforementioned Landlord Cure Period, which second notice shall
clearly and unequivocally state that, if such matters are not cured in a second
Landlord Cure Period, Tenant may terminate the Lease, and (iii) Landlord’s
failure shall then continue for a second Landlord Cure Period.  Any
sums owed Tenant by Landlord hereunder shall bear interest at the Overdue Rate
from the date due and payable until the date paid.

       

      27.2           Tenant’s
Right to Cure.  Subject to the provisions of Section 28.1, if
Landlord shall breach any covenant to be performed by it under this Lease,
Tenant, after notice to and demand upon Landlord in accordance with Section 27.1
and the expiration of the cure period provided in Section 27.1, without waiving
or releasing any obligation of Landlord hereunder, and in addition to all other
remedies available hereunder and at law or in equity to Tenant, may (but shall
be under no obligation at any time thereafter to) make such payment or perform
such act for the account and at the expense of Landlord.  All sums so
paid by Tenant and all costs and expenses (including reasonable attorneys’ fees)
so incurred, together with interest thereon at the Overdue Rate from the date on
which such sums or expenses are paid or incurred by Tenant, shall be paid by
Landlord to Tenant in the form of (i) a lump sum payment to Tenant or
(ii) a credit against Tenant’s future Rent obligations, at Landlord’s
option.  The rights of Tenant hereunder to cure and to secure payment
from Landlord in accordance with this Section 27.2 shall survive the termination
of this Lease.

       

      27.3           The
liability of Landlord to Tenant for any default by Landlord under the terms of
this Lease shall be limited to Tenant’s actual, direct, but not consequential,
damages therefor and shall be recoverable from the interest of Landlord in the
Building and the Ground Leasehold Estate, and neither Landlord nor any of its
partners, affiliates, subsidiaries, agents or employees shall be personally
liable for any deficiency.  This section shall not be deemed to limit
or deny any remedies that Tenant may have in the event of a default by Landlord
hereunder which does not involve the personal liability of
Landlord.

       

      ARTICLE
28.

      LIMITED MEDIATION / LIMITED
ARBITRATION

       

      28.1           Limited
Mediation / Limited Arbitration.  In the event that a dispute
arises between Landlord and Tenant regarding whether the Premises have become
Unsuitable for their Permitted Use in the event of a condemnation as set forth
in Article 13 of this Lease, then Landlord and Tenant agree, within fifteen (15)
business days after a dispute has arisen between them concerning the suitability
of the Premises for its Permitted Use under Article 13, to submit their dispute
before a mutually agreed upon mediator and to use good faith efforts to reach an
agreement concerning the continued suitability of the Premises for its Permitted
Use.  In the event that Landlord and Tenant are unable to settle their
dispute, then the parties agree to arbitrate their claim as set forth in this
Article 28 and in accordance with the rules and procedures established by the
American Arbitration Association (“AAA”).  Unless
agreed to by Landlord and Tenant, no other controversy between the parties
hereto shall be required to be settled by arbitration or
mediation.


      
        
           


        

        
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      28.2           Appointment
of Arbitrator.  The party or parties requesting arbitration
shall serve upon the other a written demand therefore specifying the matter to
be submitted to arbitration, and nominating an arbitrator.  Within
twenty (20) days after receipt of such written demand and notification, the
other party shall, in writing, nominate a competent disinterested arbitrators
and the two arbitrators so designated shall, within ten days thereafter, select
a third (3rd) arbitrator and give immediate written notice of such selection to
the parties and shall fix in said notice a time and place for the first (1st)
meeting of the arbitrators, which meeting shall be held as soon as conveniently
possible after the selection of all arbitrators, at which time and place the
parties to the controversy may appear and be heard.  All such
arbitrators shall be disinterested parties and shall be picked from a pool of
professionals and educators in the medical field, such as administrators, senior
managers or officers of rehabilitation / long term acute care operating
management companies or university personnel qualified in health care
administration.

       

      28.3           Third
Arbitrator.  In case the notified party or parties shall fail
to make a selection upon notice, as aforesaid, or in case the first two
arbitrators selected shall fail to agree upon a third arbitrator within ten (10)
days after their selection, then such arbitrator or arbitrators may, upon
application made by either of the parties to the controversy, after twenty (20)
days’ written notice thereof to the other party or parties, have a third
arbitrator appointed by any judge of any United States court of record having
jurisdiction in the state in which the Premises is located or, if such office
shall not then exist, by a judge holding an office most nearly corresponding
thereto.

       

      28.4           Arbitration
Procedure.  Said arbitrators shall give each of the parties not
less than ten days’ written notice of the time and place of each meeting at
which the parties or any of them may appear and be heard and after hearing the
parties in regard to the matter in dispute and taking such other testimony and
making such other examinations and investigations as justice shall require and
as the arbitrators may deem necessary, they shall decide the questions submitted
to them.  The decision of said arbitrators in writing signed by a
majority of them shall be final and binding upon the parties to such
controversy. In rendering such decisions, the arbitrators shall not add to,
subtract from or otherwise modify the provisions of this Lease.

       

      28.5           Expenses.  The
expenses of such arbitration shall be divided between Landlord and Tenant unless
otherwise specified in the decision of the arbitrators.  Each party in
interest shall pay the fees and expenses of its own counsel.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      ARTICLE
29.

      FINANCING OF THE
PREMISES


      Landlord
shall have the right to grant or create any mortgage, deed of trust, lien, or
other encumbrance as security interest on the Project, including any renewals or
modifications of the Landlord’s Mortgage (“Encumbrance”), without the
prior written consent of Tenant; provided, however, Landlord shall use its best
efforts to include a provision in the Encumbrance requiring the holder of such
Encumbrance to simultaneously with or prior to recording the Encumbrance agree
to give Tenant notice of any default or acceleration of any obligation
underlying any such Encumbrance or any sale in foreclosure of such Encumbrance,
and to permit Tenant to appear with its representatives and to bid at any public
foreclosure sale with respect to any such Encumbrance.

       

      This
Lease and Tenant’s rights hereunder are expressly subordinate and subject to the
terms and conditions of the Ground Lease and the Lease, Transfer and Reversion
Agreement between The Hospital Authority of Floyd County (“Fee Owner”), as landlord, and
Ground Lessor, as tenant, dated December 17, 1996, as such document may be
amended, extended or assigned from time to time (the “Medical Center Master Lease”),
provided, however, that Landlord shall not consent to any amendment of the
Ground Lease or Medical Center Master Lease that would have a material adverse
effect on Tenant without Tenant’s prior written consent.

       

      ARTICLE
30.

      SUBORDINATION, ATTORNMENT
AND NON-DISTURBANCE

       

      This
Lease shall at all times be subject and subordinate to the lien of any deed of
trust, mortgage or other security instrument, including Landlord’s Mortgage, and
Tenant agrees, upon demand, without cost, to execute instruments as may be
reasonably required to further effectuate or confirm such subordination, so long
as such subordination recognizes Tenant’s rights under this Lease in the manner
described in the following paragraph.  The subordination contained
herein shall be subject to the execution and delivery of a written
Subordination, Non-Disturbance, and Attornment Agreement by the applicable
Landlord’s Mortgagee, and Tenant agrees to execute any such commercially
reasonable form of Subordination, Non-Disturbance, and Attornment Agreement
proposed by the applicable Landlord’s Mortgagee.

       

      Except as
expressly provided in this Lease by reason of the occurrence of an Event of
Default, and as a condition to the subordination described in this Article 30
above or to Tenant’s obligation to execute any instruments as otherwise required
under this Article 30 above, Tenant’s tenancy and Tenant’s rights under this
Lease or any Easement shall not be disturbed, terminated or otherwise adversely
affected, nor shall this Lease be affected, by the existence of, or any default
under, any Landlord’s Mortgage, and in the event of a foreclosure or other
enforcement of any Landlord’s Mortgage, or sale in lieu thereof, the purchaser
at such foreclosure sale shall be bound to Tenant for the Term of this Lease and
any Renewal Term, the rights of Tenant under this Lease shall expressly survive,
and this Lease shall in all respects continue in full force and effect so long
as no Event of Default has occurred and is continuing.  Tenant shall
not be named as a party defendant in any such foreclosure suit, except as may be
required by law.

       

      Notwithstanding
the provisions of Article 30 above, the holder of any Landlord’s Mortgage to
which this Lease is subject and subordinate shall have the right, at its sole
option, at any time, to subordinate and subject the Landlord’s Mortgage, in
whole or in part, to this Lease by recording a unilateral declaration to such
effect.


      
        
           


        

        
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      At any
time prior to the expiration of the Term, Tenant agrees, at the election and
upon demand of any owner of the Project, or of a Landlord’s Mortgagee who has
granted nondisturbance to Tenant pursuant to Article 30 above, to attorn, from
time to time, to any such owner or Landlord’s Mortgagee, upon the terms and
conditions of this Lease, for the remainder of the Term.  The
provisions of this Article 30 shall inure to the benefit of any such owner or
Landlord’s Mortgagee, shall apply notwithstanding that, as a matter of law, this
Lease may terminate upon the foreclosure of the Landlord’s Mortgage, shall be
self-operative upon any such demand, and no further instrument shall be required
to give effect to said provisions.

       

      Tenant
and Landlord agree that, if requested by the other to, without charge, enter
into a Subordination, Non-Disturbance and Attornment Agreement reasonably
requested by a Landlord’s Mortgagee or Tenant, as the case may be, provided such
agreement contains provisions relating to non-disturbance in accordance with the
provisions of Article 30 above, Tenant hereby agrees for the benefit of any
Landlord’s Mortgagee whose name and address have been provided to Tenant that
Tenant will not, (i) without in each case securing the prior written consent of
such Landlord’s Mortgagee, such consent not to be unreasonably withheld,
conditioned or delayed, amend or modify this Lease or enter into any agreement
with Landlord so to do, (ii) without the prior written consent of such
Landlord’s Mortgagee which may be withheld in its sole discretion, cancel or
surrender or seek to cancel or surrender the Term hereof, or enter into any
agreement with Landlord to do so (the parties agreeing that the foregoing shall
not be construed to affect the rights or obligations of Tenant, Landlord or
Landlord’s Mortgagee with respect to any termination permitted under the express
terms hereof or (iii) pay any installment of Minimum Rent more than one (1)
month in advance of the due date thereof or otherwise than in the manner
provided for in this Lease.

       

      If any
Person providing financing of Trade Fixtures, requires a landlord consent or
collateral access agreement from Landlord, Landlord shall execute and deliver
such consent or such collateral access agreement as is reasonably acceptable to
Landlord promptly after Tenant’s request therefore.

       

      ARTICLE
31.

      EXTENSION
TERMS

       

      Tenant
and/or its Permitted Transferee shall have the right, at its option, to extend
the Initial Term of this Lease for four (4) consecutive extension terms (the
“Extension Terms”), each
Extension Term being five (5) years in length.  Each Extension Term
shall commence on the day after the expiration of the preceding Lease Term and
shall expire on the fifth (5th) anniversary of the day on which the respective
Extension Term commenced.  The option to extend the Initial Term or
any Extension Term of this Lease for an Extension Term as described above must
be exercised by Tenant at least three (3) months, but no more than nine (9)
months prior to the last day of the Initial Term or Extended Term, as the case
may be.  Failure of Tenant to timely exercise any extension right
shall terminate all further extension rights.  The terms and
conditions of this Lease shall apply to each Extension Term with the same force
and effect as if such Extension Term had originally been included in the Initial
Term of the Lease.  The right of Tenant to exercise its right to
extend the Initial Term and for any Extension Term shall be conditioned upon
this Lease being in full force and effect, and no Event of Default then existing
as of both the date that Tenant notifies Landlord of Tenant’s decision to extend
the term of this Lease for any of the Extension Terms.  The Initial
Term, together with any Extension Term which Tenant properly exercises its
option with respect to, and for which the conditions related thereto are
satisfied, shall constitute the “Term” of this
Lease.


      
        
           


        

        
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      ARTICLE
32.

      CONSTRUCTION OF THE
PREMISES

       

      Landlord
shall construct the Premises in accordance with the terms of the Work Letter
attached hereto as Exhibit
E.

       

      ARTICLE
33.

      MISCELLANEOUS

       

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

       

      33.2           Remedies
Cumulative.  To the extent permitted by law, each legal,
equitable or contractual right, power and remedy of Landlord or Tenant now or
hereafter provided either in this Lease or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power
and remedy and the exercise or beginning of the exercise by Landlord or Tenant
of any one or more of such rights, powers and remedies shall not preclude the
simultaneous or subsequent exercise by Landlord or Tenant of any or all of such
other rights, powers and remedies.

       

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

       

      33.4           No Merger
of Title.  There shall be no merger of this Lease or of the
leasehold estate created hereby by reason of the fact that the same person,
firm, corporation or other entity may acquire, own or hold, directly or
indirectly, (a) this Lease or the leasehold estate created hereby or any
interest in this Lease or (b) this Lease, or the leasehold estate created hereby
or any interest in this Lease and Landlord’s ground lessee interest in the
Land.

       

      33.5           Transfers
by Landlord.  If Landlord or any successor owner of the Project
shall convey the Project in accordance with the terms hereof (subject to the
terms of Article 26 hereof), other than as security for a debt, the grantee or
transferee of the Project shall expressly assume all obligations of Landlord
hereunder arising or accruing from and after the date of such conveyance or
transfer, and shall be reasonably capable of performing the obligations of
Landlord hereunder and Landlord or such successor owner, as the case may be,
shall thereupon be released from all future liabilities and obligations of
Landlord under this Lease arising or accruing from and after the date of such
conveyance or other transfer and all such future liabilities and obligations
shall thereupon be binding upon the new owner.


      
        
           


        

        
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      33.6           General.  Anything
contained in this Lease to the contrary notwithstanding, all claims against, and
liabilities of, Tenant and Landlord against the other arising out of or relating
to this Lease and arising prior to any date of termination of this Lease shall
survive such termination.  If any term or provision of this Lease or
any application thereof shall be invalid or unenforceable, the remainder of this
Lease and any other application of such term or provision shall not be affected
thereby.  If any late charges provided for in any provision of this
Lease are based upon a rate in excess of the maximum rate permitted by
applicable law, the parties agree that such charges shall be fixed at the
maximum permissible rate.  Neither this Lease nor any provision hereof
may be changed, waived, discharged or terminated except by an instrument in
writing signed by Landlord and Tenant.  All the terms and provisions
of this Lease shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.  The headings in
this Lease are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.  This Lease shall be governed by
and construed in accordance with the laws of Georgia, but not including its
conflict of laws rules.  This Lease may be executed in one or more
counterparts, each of which shall be an original but, when taken together, shall
constitute but one document.

       

      33.7           Memorandum
of Lease.  Landlord and Tenant shall, promptly upon the request
of either, enter into a short form memorandum of this Lease in form suitable for
recording under the laws of the state in which the Premises is located in which
reference to this Lease, and all options contained herein, shall be
made.

       

      33.8           Transfer
of Licenses.  Upon the expiration or earlier termination of the
Term, Tenant shall take all action necessary to effect or useful in effecting
the transfer to Landlord or Landlord’s nominee of all licenses, operating
permits and other governmental authorizations and all service contracts which
may be necessary or useful in the operation of the Premises and which relate
exclusively to the Premises, which have not previously been transferred or
assigned to Landlord and further which are in fact transferable to Landlord or
Landlord’s nominee.  To the extent Landlord or its nominee operates
under Tenant’s licenses, operating permits or other governmental authorization
or service contracts after the termination of this Lease, then Landlord agrees
to indemnify and hold harmless Tenant against all demands, claims, costs and
actions brought against Tenant related to such transferred licenses, operating
permits, governmental authorizations or service contracts.

       

      33.9           Right to
Participate.  For a period of ten (10) years following the
Commencement Date, Tenant agrees to grant Landlord the first right of
opportunity to submit proposals for participation in the construction or
development of any design build facilities to be constructed, developed or
operated by Tenant within Floyd County, Georgia.  For the purposes
hereof, and without limiting the generality of the foregoing, Tenant shall
provide Landlord written notice of any such design built opportunity, including
any appropriate direction to allow Landlord to participate in any bidding
process or submission of proposals regarding such projects.  In the
event of any termination of this Lease by reason of Tenant’s default, Tenant
agrees to grant Landlord the opportunity to submit such proposals for projects
to be constructed, developed or operated by Tenant within Floyd County, Georgia
for a period equal to the remainder of the term of this Lease as if it had not
been terminated.


      
        
           


        

        
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      ARTICLE
34.

      GLOSSARY OF
TERMS

      


      34.1           Definitions.  For
purposes of this Lease, except as otherwise expressly provided or unless the
context otherwise requires, (a) the terms defined in this Article 34 have the
meanings assigned to them in this Article 36 and include the plural as well as
the singular, (b) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as at the time applicable, (c) all references in this Lease to
designated “Articles,” “Sections” and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Lease, and (d) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Lease as a whole and not to any particular Article, Section or other
subdivision and (e) the word “including” shall mean “including without
limitation.”  For purposes of this Lease, the following terms shall
have the meanings indicated:

       

      “Additional Charges”
has the meaning set forth in Section 2.2 hereof.

       

      “Additional Costs” has
the meaning given it in the Work Letter attached hereto as Exhibit E.

       

      “Adjustment Date” has
the meaning set forth in Section 2.1(b) hereof.

       

      “Affiliate,” when used
with respect to any Person, means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person.  For the purposes of this definition, “control,” as used
with respect to any person, shall mean the possession, directly and indirectly,
of the power to direct or cause the direction of the management and policies of
such person, through the ownership of voting securities, partnership interests
or other equity interests.

       

      “Approved Development
Costs” has the meaning given it in the Work Letter attached hereto as
Exhibit
E.

       

      “Award” means all
compensation, sums or anything of value awarded, paid or received on a total or
partial Condemnation.

       

      “Building” has the
meaning set forth in Article 1.

       

      “Business Day” means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
national banks in the City of Rome, Georgia are closed.

       

      “Charge” has the
meaning set forth in Article 10 hereof.

       

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

       

      “Commencement Date”
has the meaning set forth in Article 1.


      
        
           


        

        
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      “Condemnation” means
the transfer of all or any part of the Premises as a result of (i) the exercise
of any governmental power, whether by legal proceedings or otherwise, by a
Condemnor or (ii) a voluntary sale or transfer by Landlord to any Condemnor,
either under threat of Condemnation or while legal proceedings for Condemnation
are pending.

       

      “Condemnor” means any
public or quasi-public authority, or private corporation or individual, having
the power of Condemnation.

       

      “Contract Documents”
has the meaning given it in the Work Letter, attached hereto as Exhibit
E.

       

      “Control” means, as
used with respect to any Person, the possession, directly and indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, through the ownership of voting securities, partnership interests or
other equity interests.

       

      “Date of Taking” means
the date the Condemnor has the right to possession of the property being
condemned.

       

      “Effective Date” has
the meaning set forth in the first paragraph of this Lease.

       

      “Encumbrance” has the
meaning set forth in Article 29.

       

      “Event of Default” or
“Default” has
the meaning set forth in Section 14.1.

       

      “Excluded Taxes” means
any income or franchise taxes based upon, measured by, or calculated with
respect to net income or profits (but not including any franchise tax based upon
gross receipts with respect to the Rent), inheritance, estate, succession,
transfer or any similar taxes.

       

      “Extension Term” has
the meaning set forth in Section 31.

       

      “Fee Owner” means The
Hospital Authority of Floyd County, Georgia, a hospital authority organized and
duly existing pursuant to O.C.G.A. Section 31-7-70.

       

      “Fiscal Year” means
the 12-month period from January 1 to December 31.

       

      “Financial Statements”
means for any fiscal year or other accounting period for Tenant, or such other
party identified as being obligated to deliver to Landlord its Financial
Statements, profit and loss statements for such period and for the period from
the beginning of the respective fiscal year of Tenant or such other party to the
end of such period and the related balance sheet as at the end of such period,
together with the notes thereto, all in reasonable detail and setting forth in
comparative form the corresponding figures for the corresponding period in the
preceding fiscal year of Tenant, or such other party, and prepared in accordance
with generally accepted accounting principles consistently applied, except as
noted.

       

      “Final Construction
Documents” has the meaning given it in the Work Letter.


      
        
           


        

        
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      “Final Project Budget:
has the meaning given it in the Work Letter attached hereto as Exhibit
E.

       

      “Fixtures” shall mean
all fixtures (except Trade Fixtures) and as more specifically set forth in
Article 1.

       

      “Floyd” has the
meaning set forth in Section 2.5(a) herein

       

      “Force Majeure” shall
have the meaning set forth in the Work Letter, attached hereto as Exhibit
E.

       

      “Future Improvements”
has the meaning set forth in Section 8.1 herein.

       

      “Governmental
Authority” shall mean any federal, state, county, municipal, foreign or
other governmental or regulatory authority, agency, board, body,
instrumentality, court or quasi governmental authority (or private entity in
lieu thereof).

       

      “Ground Lease” shall
mean that certain Ground Lease Agreement covering the Land dated
December 18, 2009, executed between Floyd Healthcare Management, Inc., a
Georgia corporation, as Landlord therein, and Rome LTH Partners, LP, a Texas
limited partnership, as Tenant therein.

       

      “Ground Lessor” means
Floyd Healthcare Management, Inc., a Georgia corporation, as Landlord under the
Ground Lease.

       

      “Guarantor” shall mean
RehabCare Group, Inc., a Delaware limited liability company, its successors and
assigns and/or any other entity providing a guaranty for the Lease.

       

      “Hazardous Materials”
means any substance, including asbestos or any substance containing asbestos,
the group of organic compounds known as polychlorinated biphenyls, flammable
explosives, radioactive materials, medical waste, chemicals, pollutants,
effluents, contaminants, emissions or related materials and items included in
the definition of hazardous or toxic wastes, materials or substances under any
Hazardous Materials Law.

       

      “Hazardous Materials
Law” means any law, regulation or ordinance relating to environmental
conditions, medical waste and industrial hygiene, including the Resource
Conservation and Recovery Act of 1976 (“RCRA”), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended by the
Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the Hazardous
Materials Transportation Act, the Federal Water Pollution Control Act, the Clean
Air Act, the Clean Water Act, the Toxic Substances Control Act, the Safe
Drinking Water Act, and all similar federal, state and local environmental
statutes and ordinances, whether heretofore or hereafter enacted or effective
and all regulations, orders, or decrees heretofore or hereafter promulgated
thereunder.

       

      “Hospital Authority”
shall mean the Hospital Authority of Floyd County.


      
        
           


        

        
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      “Impositions” means,
collectively, all taxes relating to the Project, including all ad valorem, sales
and use, gross receipts, action, privilege, rent (with respect to any ground
leases) or similar taxes, assessments (including all assessments for public
improvements or benefits, whether or not commenced or completed prior to the
date hereof and whether or not to be completed within the Term), water, sewer,
garbage or other rents and charges, excises, tax levies, fees (including
license, permit, inspection, authorization and similar fees), and all other
governmental charges, in each case whether general or special, ordinary or
extraordinary, or foreseen or unforeseen, of every character in respect of the
Project and/or the Rent (including all interest and penalties thereon due to any
failure in payment by Tenant), which at any time prior to, during or in respect
of the Term hereof may be assessed or imposed on or in respect of or be a lien
upon (a) Landlord or Landlord’s interest in the Project, (b) the Rent, the
Project or any part thereof or any rent therefrom or any estate, right, title or
interest therein, or (c) any occupancy, operation, use or possession of, sales
from, or activity conducted on, or in connection with, the Project or use of the
Project or any part thereof; provided, however, and notwithstanding the
foregoing, that nothing contained in this Lease shall be construed to require
Tenant to pay, nor shall the term “Improvements” include (1) any tax based on
net income (whether denominated as a franchise, capital stock, excess profits,
estate, inheritance or other tax) imposed on Landlord, (2) any transfer or net
revenue tax of Landlord, (3) any tax imposed with respect to the sale, exchange
or other disposition by Landlord of any portion of the Project or the proceeds
thereof, or (4) except as expressly provided elsewhere in this Lease, any
principal or interest on any Encumbrance on the Project, except to the extent
that any tax, assessment, tax levy or charge which Tenant is obligated to pay
pursuant to this definition and which is in effect at any time during the Term
hereof is totally or partially repealed, and a tax, assessment, tax levy or
charge set forth in clause (1), (2) or (3) is levied, assessed or imposed
expressly in lieu thereof.

       

      “Initial Term” has the
meaning set forth in Article 1.

       

      “Insurance
Requirements” means all terms of any insurance policy required by this
Lease and all requirements of the issuer of any such policy.

       

      “Land” has the meaning
set forth in Article 1.

       

      “Landlord” means Rome
LTH Partners, LP, a Texas limited partnership, and its successors and
assigns.

       

      “Landlord Cure Period”
has the meaning set forth in Section 27.1.

       

      “Landlord’s Mortgage”
has the meaning set forth in Section 11.1.

       

      “Landlord’s Mortgagee”
has the meaning set forth in Section 11.1.

       

      “Landlord’s Work”
shall have the meaning given it in the Work Letter, attached hereto as Exhibit
E.

       

      “Lease” means this
Lease Agreement.

       

      “Lease Year” means
each period of twelve (12) full calendar months during the Term of this Lease,
and in the event that the Commencement Date is a day other than the first day of
the month, then the first Lease Year shall also include the remainder of the
month in which the Commencement Date occurred.


      
        
           


        

        
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      “Legal Requirements”
means all federal, state, county, municipal and other governmental statutes,
laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions
affecting the Project or the construction, use or alteration thereof (including
zoning ordinances), whether now or hereafter enacted and in force, including any
which may (a) require repairs, modifications or alterations of or to the
Project, or (b) in any way adversely affect the use and enjoyment thereof, and
all permits, licenses, authorizations and regulations relating thereto, and all
covenants, agreements, actions and encumbrances contained in any instruments,
either of record or known to Tenant (other than encumbrances created by Landlord
without the consent of Tenant), at any time in force affecting the
Project.

       

      “Medical Center Master
Lease” means that certain Lease, Transfer and Reversion Agreement by and
between The Hospital Authority of Floyd County and Floyd Healthcare Management,
Inc. dated December 17, 1996, as such document has previously been
amended.

       

      “Minimum Rent” has the
meaning set forth in Section 2.1 hereof.

       

      “Net Rentable Square
Foot” means the number of rentable square feet contained within the
Premises as established by the Project Architect after the completion of
Landlord’s Work in accordance with the Measurement Method (as defined in the
Work Letter, attached hereto as Exhibit
E.

       

      “Overdue Rate” means
as of any date, a rate per annum equal to the Prime Rate as of such date, plus
three percent (3%), but in no event greater than maximum rate then permitted
under applicable law.

       

      “Payment Date” means
any due date for the payment of the installments of Minimum Rent under this
Lease.

       

      “Pedestrian Connection
Hallway” shall mean that certain pedestrian connection hallway connecting
the Building with the adjacent Floyd Medical Center building as shown on the
site plan attached to the REA.

       

      “Permitted Exceptions”
has the meaning set forth in Article 1 hereof.

       

      “Permitted Liens”
means (i) liens described on Exhibit B attached hereto, (ii) pledges or deposits
made to secure payments of worker’s compensation insurance (or to participate in
any fund in connection with worker’s compensation insurance), unemployment
insurance, pensions or social security programs, (iii) liens imposed by
mandatory provisions of law such as for materialmen, mechanics, warehousemen and
other like liens arising in the ordinary course of business, securing
indebtedness whose payment is not yet due and payable, (iv) liens for taxes,
assessments and governmental charges or levies if the same are not yet due and
payable or if the same are being contested in good faith and as to which
adequate cash reserves have been provided, (v) liens arising from good faith
deposits in connection with tenders, leases, real estate bids or contracts
(other than contracts involving the borrowing of money), pledges or deposits to
secure public or statutory obligations and deposits to secure (or in lieu of)
surety, stay, appeal or customs bonds and deposits to secure the payment of
taxes, assessments, duties or other similar charges, or (vi) liens to secure
purchase money indebtedness, so long as the indebtedness incurred to purchase
the new asset is secured only by such asset.


      
        
           


        

        
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      “Permitted Transferee”
has the meaning set forth in Sections 20.3 and 20.4 hereof.

       

      “Permitted Use” has
the meaning set forth in Section 5.2(a).

       

      “Person” means a
natural person, corporation, partnership, trust, association, limited liability
company or other entity.

       

      “Personal Property”
means the Landlord provided machinery, equipment, furniture, furnishings,
computers, signage, Trade Fixtures and/or other personal property and consumable
inventory and supplies used or useful in the operation of the Premises for its
Permitted Use, together with all replacements and substitutions therefore,
specifically set forth in Exhibit E attached
hereto.

       

      “Potential Expansion”
has the meaning set forth in Section 8.1(d) hereof.

       

      “Preliminary Project
Budget” means the estimated budget for the Project attached hereto as
Exhibit
F.

       

      “Premises” has the
meaning set forth in Article 1.

       

      “Prime Rate” means the
annual rate reported by The
Wall Street Journal, Eastern Edition (or, if The Wall Street Journal shall
no longer be published or shall cease to report such rates, then a publication
or journal generally accepted in the financial industry as authoritative
evidence of prevailing commercial lending rates), from time to time as being the
prevailing prime rate (or, if more than one such rate shall be published in any
given edition, the arithmetic mean of such rates).  The prime rate is
an index rate used by The Wall
Street Journal to report prevailing lending rates and may not necessarily
be the most favorable lending rate available.  Any change in the Prime
Rate hereunder shall take effect on the effective date of such change in the
prime rate as reported by The
Wall Street Journal, without notice to Tenant or any other action by
Landlord. Interest shall be computed on the basis that each year contains 360
days, by multiplying the principal amount by the per annum rate set forth above,
dividing the product so obtained by 360, and multiplying the quotient thereof by
the actual number of days elapsed.

       

      “Prohibited Use” means
the use of the Premises in connection with:  (i) any sexually oriented
business as defined by applicable city ordinance; (ii) heavy manufacturing
facility or industrial uses; (iii) other use prohibited under the Permitted
Exceptions in effect on the Effective Date of this Lease and applicable to the
Premises; or (iv) any use prohibited by the Ground Lease or the Medical Center
Master Lease (but not including any amendments thereto to which Tenant has not
consented in writing).

       

      “Project Improvements”
has the meaning set forth in the Work Letter attached hereto as Exhibit
E.

       

      “Proportionate Share”
means 86.16%, the percentage that is obtained by dividing (a) the rentable
square feet in the Premises by (b) the rentable square feet in the Building, as
it may be expanded.  Such percentage may be adjusted upon final
determination of the exact square footage contained in the Premises and the
exact rentable square footage contained in the Building, as determined by final
architectural drawings, and shall be set forth in an amendment to this
Lease.  Landlord and Tenant acknowledge that Tenant’s Proportionate
Share will be impacted if the Potential Expansion is constructed, and if so,
such revised Proportionate Share shall be set forth in an amendment to this
Lease.


      
        
           


        

        
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      “Project” has the
meaning set forth in Article 1.

       

      “Punchlist Items”
shall have the meaning given to it in the Work Letter attached hereto as Exhibit
E.

       

      “REA” shall mean that
certain Declaration of Covenants, Restrictions and Easements dated
December 18, 2009, executed by Floyd Healthcare Management, Inc., a Georgia
corporation, and recorded in the Public Records of Floyd County,
Georgia.

       

      “Rent” means,
collectively, the Minimum Rent and the Additional Charges.

       

      “RHH” means RehabCare
Hospital Holdings, L.L.C., a Delaware limited liability company.

       

      “Sale Notice” has the
meaning set forth in Section 26.1.

       

      “Substantial
Completion” shall have the meaning set forth in the Work Letter attached
hereto as Exhibit
E.

       

      “Taking” means a
taking or voluntary conveyance during the Term hereof of all or part of the
Project, or any interest therein or right accruing thereto or use thereof, as
the result of, or in settlement of any Condemnation or other eminent domain
proceeding affecting the Project whether or not the same shall have actually
been commenced.

       

      “Tenant” means The
Specialty Hospital, LLC, a Georgia limited liability company and its Permitted
Transferee(s).

      


      “Term” means the
Initial Term and any Extension Term as to which Tenant has properly and timely
exercised its options to extend contained in Article 31 hereof unless earlier
terminated pursuant to the provisions hereof.

       

      “Third Party Offer”
has the meaning set forth in Section 26.2.

       

      “Third Party Offer
Notice” has the meaning set forth in Section 26.2.

       

      “Trade Fixtures”
shall mean all fixtures, equipment and other items of personal property (whether
or not attached to the Improvements) which from time to time, are located at the
Premises and which are owned or leased by Tenant or by any subtenant or other
user or occupant of the Premises and used by Tenant or such subtenant, user or
occupant in the operation of the business it conducts on, at or about the
Premises.

       

      “Unsuitable for Its Permitted
Use” as used in Article 13 of this Lease, shall mean that, by reason of a
partial Taking, in the good faith judgment of Landlord and Tenant, reasonably
exercised, the Premises cannot be profitably operated for its Permitted Use,
taking into account, among other relevant factors, the number of usable beds
affected by such damage or destruction or partial Taking.


      
        
           


        

        
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      06400.322/D01.16


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties have caused this Lease to be executed as of the
date first written above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Landlord:

                                                  	   
      	Tenant:
	 
      	 	 
      	 
      
	
                                                    ROME
      LTH PARTNERS, LP,

                                                  	 	THE
      SPECIALTY HOSPITAL, LLC,
	
                                                    a
      Texas limited partnership

                                                  	 	a
      Georgia limited liability company
	 
      	 	 
      	 
      
	
                                                    By:

                                                  	
                                                    Rome
      LTH Managers, LLC

                                                  	 	 
      	 
      
	 
      	
                                                    a
      Texas limited liability company,

                                                  	 	
                                                    By:

                                                  	/s/
      Jeff Zadoks
	 
      	
                                                    Its
      General Partner

                                                  	 	Name:  Jeff
      Zadoks
	 
      	 
      	 	Title:  Chairman
	 
      	 
      	 	 
      	 
      
	 
      	
                                                    By:

                                                  	/s/
      Jason K. Dodd	 	 
      	 
      
	 
      	
                                                    Name:

                                                  	Jason
      K. Dodd	 	 
      	 
      
	 
      	
                                                    Title:  Manager

                                                  	 	 
      	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          47

          
            

          

        

        
           


        

      

      


      STATE OF
_________________   
)

                                                               
) SS

      COUNTY
OF________________   )

      


      I,
________________, a Notary Public in and for said County, in the State
aforesaid, do hereby certify that Jeff Zadoks, personally known to me to be the
same person whose name is subscribed to the foregoing instrument as the Chairman
of The Specialty Hospital, LLC, a Georgia limited liability company, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the same instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.

       

      GIVEN
under my hand and notarial seal this ____ day of ___________, 20__.

      


      
        
          
            
              	 
      	 
      
	 
      	
                      Notary
      Public

                    
	 
      	
                      My
      Commission expires:

                    
	 
      	 
      


            

          

        

      

      
        


        
          STATE OF
TEXAS ___________________  
)

        

                                                                           
) SS

        
          COUNTY OF
DALLAS ________________   )

        

      

      
 

      I,
________________, a Notary Public in and for said County, in the State
aforesaid, do hereby certify that _________________, personally known to me to
be the same person whose name is subscribed to the foregoing instrument as the
Manager of Rome LTH Managers, LLC, a Texas limited liability company, the
General Partner of Rome LTH Partners, LP, a Texas limited partnership, appeared
before me this day in person and acknowledged that he signed, sealed and
delivered the same instrument as his free and voluntary act, for the uses and
purposes therein set forth on behalf of said limited partnership.

       

      GIVEN
under my hand and notarial seal this ____ day of ___________, 20__.

      


      
        
          
            
              	 
      	 
      
	 
      	
                      Notary
      Public

                    
	 
      	
                      My
      Commission expires:

                    
	 
      	 
      


            

          

        

      


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      LAND
DESCRIPTION

      


      BEING A
LEASE PARCEL LYING WHOLLY WITHIN THE  CAMPUS OF FLOYD MEDICAL CENTER,
LOCATED IN THE THIRD WARD OF THE CITY OF ROME, FLOYD COUNTY, GEORGIA, AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:

      


      Commencing
at an iron pin in the southerly right-of-way margin of Turner McCall Boulevard,
said iron pin being located at the point of curvature of a curve in the
intersection of the southerly right-of way margin of Turner McCall Boulevard
with the westerly right-of-way margin of North Fourth Avenue; thence, with the
southerly right-of-way margin of Turner McCall Boulevard, North 89°02’08” West a
distance of 288.33 feet to an existing iron pin; thence, leaving said southerly
right of-way margin, South 13°38’54” West a distance of 78.66 feet to a point in
the most northeasterly corner of the Lease Parcel to be described, and the true
and actual Point of Beginning;

      


      Thence
South 01°00’46” West a distance of 31.00 feet to a point;

      Thence
South 88°59’13” East a distance of 7.00 feet to a point;

      Thence
South 01°00’47” West a distance of 37.67 feet to a point;

      Thence
North 88°59’13” West a distance of 7.00 feet to a point;

      Thence
South 01°00’47” West a distance of 31.00 feet to a point;

      Thence
North 88°59’13” West a distance of 127.50 feet to a point;

      Thence
South 01°00’47” West a distance of 23.76 feet to a point on the face of an
existing building;

      Thence,
with face of said building, North 88°59’12” West a distance of 23.67 feet to a
point;

      Thence,
leaving face of said building, North 01°00’47” East a distance of 23.76 feet to
a point;

      Thence
North 88°59’13” West a distance of 46.02 feet to a point;

      Thence
North 01°12’09” East a distance of 31.00 feet to a point;

      Thence
North 88°59’13” West a distance of 7.09 feet to a point;

      Thence
North 01°00’47” East a distance of 37.67 feet to a point;

      Thence
South 88°59’13” East a distance of 7.00 feet to a point;

      Thence
North 01°00’47” East a distance of 31.00 feet to a point;

      Thence
South 88°59’13” East a distance of 197.17 feet to the Point of
Beginning.

      


      The
parcel thus described contains 20,741.24 square feet, or 0.476 acre, more or
less.


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      EXHIBIT
A-1

       

      PREMISES

       

      (SEE
ATTACHED)


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

       

      


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      


      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      LIST
OF PERMITTED EXCEPTIONS

       

      
        	
                1.

              	
                Standby
      fees, taxes and assessments by any taxing authority for calendar year
      20__, and all subsequent years, which taxes are not yet due and
      payable.

              


      

       

      
        	
                2.

              	
                The
      Landlord’s Mortgage.

              


      

       

      
        	
                3.

              	
                Lease,
      Transfer and Reversion Agreement, dated December 17, 1996,
      between Hospital Authority of Floyd County, as Lessor, and Floyd
      Healthcare Management, Inc. (“Floyd”), as
  Lessee.

              


      

       

      
        	
                4.

              	
                Ground
      Lease Agreement, dated _________________, 2009, between Floyd, as
      Landlord, and the Landlord as
Tenant.

              


      

       

      
        	
                5.

              	
                Declaration
      of Covenants, Restrictions and Easements, dated ________________, 2009,
      executed by Floyd.

              


      

       

      
        	
                6.

              	
                Conveyance
      and Reservation of Access Rights by and between the Department of
      Transportation, State of Georgia and Hospital Authority of Floyd County,
      dated December 30, 1985, filed for record December 31, 1985, at
      3:45 p.m., recorded in Deed Book 949, Page 116, aforesaid
      Records.

              


      

       

      
        	
                7.

              	
                Declaration
      of Easements and Restrictions by Hospital Authority of Floyd County,
      Georgia, a Georgia hospital authority, dated as of June 10, 2004,
      filed for record June 18, 2004, at 11:07 a.m., recorded in Deed Book
      1878, Page 902, aforesaid records; as modified by that certain
      Modification of Declaration of Easements and Restrictions by and between
      Hospital Authority of Floyd County, Georgia, a Georgia hospital authority,
      and 330 Physicians Center, L.P., f/k/a Floyd Physicians Center, L.P., a
      Georgia limited partnership, dated as of December 22, 2005, filed for
      record January 4, 2006, at 11:09 a.m., recorded in Deed Book 1986,
      Page 590, aforesaid records.

              


      

       

      
        	
                8.

              	
                Easement
      from Hospital Authority of Floyd to Georgia Power Company, dated
      October 26, 2004, filed for record January 31, 2005, at 3:40
      p.m., recorded in Deed Book 1920, Page 778, aforesaid
    records.

              


      

       

      
        	
                9.

              	
                All
      those matters as disclosed by that certain preliminary survey entitled
      “ALTA/ACSM Land Title Land Survey Prepared For Littlejohn Engineering
      Associates, Inc.”, prepared by Williams, Sweitzer and Barnum, Inc.,
      bearing the seal and certification of Robert L. Moss, Georgia Registered
      Land Surveyor No. 1498, dated November 25,
  2009.

              


      


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      ESTIMATED MINIMUM RENT
SCHEDULE

       

      This
Exhibit designates the estimated Minimum Rent for the Premises for each Lease
Year of the Initial Lease Term:

       

      [******************]


      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      


      EXHIBIT
D

       

      CORPORATE
GUARANTY

       

      In
consideration of and as an inducement for the granting, execution and delivery
of that certain Lease, dated as of December ___, 2009 (together with any
amendments thereto, hereinafter called “Lease”), by ROME LTH PARTNERS,
LP, a Texas limited partnership, the Landlord therein named (whether one or
more, collectively hereinafter called “Landlord”), to THE SPECIALTY
HOSPITAL, LLC, a Georgia limited liability company, the Tenant therein named
(hereinafter called “Tenant”), with respect to that
certain parcel of real property located in Rome, Floyd County, Georgia, which is
more fully described on Exhibit A attached hereto, and in further consideration
of the sum of One Dollar ($1.00) and other good and valuable consideration paid
by Landlord to the undersigned, REHABCARE GROUP, INC., a Delaware corporation
(hereinafter called “Guarantor”), Guarantor,
intending to be legally bound, hereby irrevocably guarantees to Landlord (i) the
full and prompt payment when due (whether at stated maturity, by acceleration,
or otherwise) of eighty percent (80%) of any Minimum Rent and Additional Rent
and any and all other sums and charges payable by Tenant under the Lease, and
(ii) the full, faithful and prompt performance and observance of all the
covenants, terms, conditions, and agreements contained in the Lease which are to
be performed and observed by Tenant (all payment and performance obligations
referred to in clauses (i) and (ii) being referred to herein, collectively, as
the “Obligations”); and
Guarantor does hereby become primary obligor, and not only surety to Landlord,
for and with respect to the Obligations.  Terms used herein with their
initial letters capitalized which have been specifically defined in the Lease
shall have the same meaning herein as in the Lease unless such terms are
otherwise defined in this Guaranty.

       

      Guarantor
covenants and warrants that RehabCare Hospital Holdings, LLC, an Initial Member
of Tenant, is a wholly owned subsidiary of RehabCare Group, Inc.

       

      This
Guaranty is an absolute, irrevocable and unconditional guaranty of payment (and
not of collection) and of performance of any outstanding liability of Tenant
under the Lease up to the extent of the Obligations.  Guarantor’s
liability hereunder is direct and is independent of the Obligations, and may be
enforced without Landlord being required to resort to any other right, remedy or
security and this Guaranty shall be enforceable against Guarantor without the
necessity for any suit or proceedings on Landlord’s part of any kind or nature
whatsoever against Tenant or the joiner of Tenant in any suit or proceeding, and
without the necessity of any notice of non-payment, non-performance or
non-observance of any of the Obligations by Tenant or of any notice of
acceptance of this Guaranty or of Landlord’s intention to act in reliance hereon
or of any other notice or demand to which Guarantor might otherwise be entitled,
all of which Guarantor hereby expressly waives; and Guarantor hereby expressly
agrees that the validity of this Guaranty and the obligations of Guarantor
hereunder shall in nowise be terminated, affected or impaired by reason of the
assertion or the failure to assert by Landlord against Tenant, of any of the
rights or remedies reserved to Landlord pursuant to the provisions of the
Lease.


      
        
           


        

        
          D-1

          
            

          

        

        
           


        

      


      This
Guaranty shall be a continuing Guaranty, and (whether or not Guarantor shall
have notice or knowledge of any of the following) the liability and obligations
of Guarantor hereunder shall be absolute and unconditional and shall remain in
full force and effect without regard to, and shall not be released, discharged
or in any way impaired by (a) any exercise or non-exercise of any right, power,
remedy or privilege under or in respect of the Lease or this Guaranty or any
waiver, consent or approval by Landlord with respect to any of the covenants,
terms, conditions or agreements contained in the Lease or any indulgences,
forbearances or extensions of time for performance or observance allowed to
Tenant from time to time and for any length of time; (b) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or similar proceeding relating to Tenant, or its properties; (c) any limitation
on the liability or obligation of Tenant under the Lease or its estate in
bankruptcy or of any remedy for the enforcement thereof, resulting from the
operation of any present or future provision of the federal or any state
bankruptcy law or any other statute or from the decision of any court; (d) any
termination of the Lease prior to the expiration of its Term (except that
Guarantor shall not be liable for amounts that would have otherwise accrued
under the Lease after proper termination of the Lease and payment of any and all
amounts due to Landlord and Landlord’s Mortgagee in connection with or related
to such termination); and (e) any security provided for the Obligations; and (f)
any sale, assignment, transfer or conveyance (A) by Landlord of all or any
portion of the Premises (as such term is defined in the Lease) or of Landlord’s
interest in the Lease, or (B) of any ownership interest in the
Landlord.

       

      All of
Landlord’s rights and remedies under the Lease and under this Guaranty are
intended to be distinct, separate and cumulative and no such right or remedy
therein or herein mentioned is intended to be in exclusion of or a waiver of any
of the others or of any rights or remedies provided by law.  Except as
may otherwise be set forth in the Lease, no termination of the Lease or taking
or recovering of the premises demised thereby shall deprive Landlord of any of
its rights and remedies against Guarantor under this Guaranty.  This
Guaranty shall apply to the Obligations of Tenant under the Lease as in effect
on the date hereof as well as to the Obligations of Tenant under the Lease as it
may be extended, renewed, amended, modified or supplemented.

       

      The
Guarantor hereby waives any requirement that the Landlord protect, secure,
perfect or insure any security interest or lien or any property subject thereto
or exhaust any right or take any action against any person or entity or any
collateral (including any rights relating to marshaling of
assets).


      
        
           


        

        
          D-2

          
            

          

        

        
           


        

      


      The
Guarantor guarantees that the Obligations will be paid and performed strictly in
accordance with the terms of the Lease, regardless of the value, genuineness,
validity, regularity or enforceability of the Obligations, and of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Landlord with respect thereto.  The
liability and obligations of the Guarantor under this Guaranty shall be absolute
and unconditional, not subject to any reduction, limitation, impairment,
termination, defense, offset, counterclaim or recoupment whatsoever (all of
which are hereby expressly waived by the Guarantor) whether by reason of any
claim of any character whatsoever, including, without limitation, any claim of
waiver, release, surrender, alteration or compromise, or by reason of any
liability at any time to the Guarantor or otherwise, whether based upon any
obligations or any other agreements or otherwise, howsoever arising, whether out
of action or inaction or otherwise and whether resulting from default, willful
misconduct of Tenant, negligence or otherwise, and without limiting the
foregoing irrespective of (and whether or not Guarantor shall have notice or
knowledge of):  (a) any lack of validity or enforceability of the
Lease or of any agreement or instrument relating thereto; (b) any change in the
time, manner or place of payment or performance of, or in any other term in
respect of, all or any of the Obligations, or any other amendment or waiver of
or consent to any departure from the Lease or any other agreement relating to
any Obligations; (c) any increase in, addition to, exchange or release of, or
non-perfection of any lien on or security interest in, any collateral or any
release or amendment or waiver of or consent to any departure from or failure to
enforce any other guarantee, for all or any of the Obligations; (d) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the Tenant or the Guarantor; (e) the absence of any action on the
part of the Landlord to obtain payment for the Obligations from the Tenant; (f)
any insolvency, bankruptcy, reorganization or dissolution, or any proceeding of
the Tenant or the Guarantor, including, without limitation, rejection of the
guaranteed Obligations in such bankruptcy; (g) the absence of notice or any
delay in any action to enforce any Obligations or to exercise any right or
remedy against the Guarantor or the Tenant, whether hereunder, under any
Obligations or under any agreement or any indulgence, compromise or extension
granted; or (h) the termination or cessation of a corporate relationship between
Guarantor and Tenant.

       

      Guarantor
further agrees that, to the extent that the Tenant or the Guarantor makes a
payment or payments to the Landlord, which payment or payments or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to the Tenant or the Guarantor or their
respective estate, trustee, receiver or any other party under any bankruptcy
law, state or federal law, common law or equitable cause, then to the extent of
such payment or repayment, this Guaranty and the advances or part thereof which
have been paid, reduced or satisfied by such amount shall be reinstated and
continued in full force and effect as of the date such initial payment,
reduction or satisfaction occurred.  The provisions of this paragraph
shall survive the payment and performance of the Obligations and the termination
of this Guaranty.

       

      Until
such time as all the Obligations have been fully and indefeasibly paid to
Landlord and performed in full, Guarantor shall have no rights (direct or
indirect) of subrogation, contribution, reimbursement, indemnification or other
rights of payment or recovery from any person or entity (including, without
limitation, the Tenant) for any payments made by the Guarantor hereunder, and
Guarantor hereby waives and releases absolutely and unconditionally, any such
rights of subrogation, contribution, reimbursement, indemnification and other
rights of payment or recovery which it may now have or hereafter
acquire.  If any amount shall be paid to the Guarantor in violation of
the preceding sentence and the Obligations shall not have been paid in full,
such amount shall be deemed to have been paid to the Guarantor for the benefit
of, and held in trust for the benefit of, the Landlord and shall forthwith be
paid to the Landlord to be credited and applied upon the Obligations, whether
matured or unmatured, in accordance with the terms of the Lease.  The
Guarantor acknowledges that it will derive substantial direct and indirect
benefit from the granting, execution and delivery of the Lease by the Landlord
and that the waiver set forth in this paragraph is knowingly made in
contemplation of such benefits.  The provisions of this paragraph
shall survive the payment and performance of the Obligations and the termination
of this Guaranty.


      
        
           


        

        
          D-3

          
            

          

        

        
           


        

      


      Guarantor
represents and warrants to Landlord that (a) the execution and delivery of this
Guaranty has been duly authorized by the appropriate officers of Guarantor and
does not contravene any law, or any contractual or legal restriction, applicable
to it, (b) no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body is required for its
execution, delivery and performance of this Guaranty, (c) there are no
conditions precedent to the effectiveness of this Guaranty that have not been
satisfied or waived, (d) Guarantor will, directly or indirectly, benefit from
the transaction which is the subject of the Lease, and (e) neither the
execution, delivery or performance of this Guaranty, nor compliance with the
terms and provisions hereof, conflicts or will conflict with or results or
result in a default under or a breach of any of the terms, conditions or
provisions of the Certificate of Incorporation or the Bylaws of the Guarantor or
of any contract to which the Guarantor is a party or by which it is
bound.

       

      This
Guaranty shall be legally binding upon Guarantor and its successors and assigns
and shall inure to the benefit of Landlord and Landlord’s Mortgagee (as such
term is defined in the Lease) and each of their respective successors and
assigns.  Reference herein to Landlord shall be deemed to include
Landlord and its successors and assigns.  Reference herein to Tenant
shall be deemed to include Tenant and its successors and
assigns.  Without limiting the generality of the foregoing, the
Landlord may assign or otherwise transfer (whether as an outright assignment or
transfer or as collateral) all or any portion of its rights and obligations
under the Lease to any other person or entity (any such person or entity, a
“Landlord Assign”) and
such Landlord Assign shall thereupon become vested (on a non-exclusive basis, as
an additional beneficiary) with all the benefits in respect thereof granted to
the Landlord herein or otherwise.

       

      THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF GEORGIA WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. GUARANTOR
HEREBY SUBMITS TO PERSONAL JURISDICTION IN SAID STATE AND THE FEDERAL COURTS OF
THE UNITED STATES OF AMERICA LOCATED IN SAID STATE (AND ANY APPELLATE COURTS
TAKING APPEALS THEREFROM) FOR THE ENFORCEMENT OF GUARANTOR’S OBLIGATIONS
HEREUNDER, AND WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAW OF ANY OTHER
STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR THE PURPOSES OF SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH OBLIGATIONS. GUARANTOR
HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, (A) THAT IT IS NOT
SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE
BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS GUARANTY MAY NOT BE
ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION,
(B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, OR
(C) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER (BUT NOTHING
HEREIN SHALL AFFECT THE RIGHT OF LANDLORD OR ANY LANDLORD ASSIGN TO BRING ANY
ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM).  IN THE EVENT ANY SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION IS COMMENCED, GUARANTOR AGREES THAT
SERVICE OF PROCESS MAY BE MADE, AND PERSONAL JURISDICTION OVER GUARANTOR
OBTAINED, BY SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS
REQUIRED TO COMMENCE SUCH LITIGATION UPON GUARANTOR AT GUARANTOR’S ADDRESS SET
FORTH HEREIN.


      
        
           


        

        
          D-4

          
            

          

        

        
           


        

      

       

      This
Guaranty shall not be released except with the prior written consent of Landlord
and Landlord’s Mortgagee.

       

      The
Guarantor shall permit the Landlord and Landlord’s Mortgagee and their
representatives, at the expense of such person or entity, except in the event of
an Event of Default under the Lease, in which case at Guarantor’s expense, and
upon reasonable prior notice to the Guarantor, to visit the principal executive
office of the Guarantor, to discuss the affairs, finances and accounts of the
Guarantor with the Guarantor’s officers, and (with the consent of the Guarantor,
which consent will not be unreasonably withheld) its independent public
accountants, and (with the consent of the Guarantor, which consent will not be
unreasonably withheld, conditioned or delayed) to visit the other offices and
properties of the Guarantor and each subsidiary, all at such reasonable times
and as often as may be reasonably requested in writing.

       

      GUARANTOR
AND LANDLORD (BY ITS ACCEPTANCE OF THIS GUARANTY) HEREBY MUTUALLY WAIVE TRIAL BY
JURY IN CONNECTION WITH ANY DISPUTE ARISING HEREUNDER.  The provisions
of this paragraph shall survive the payment and performance of the Obligations
and the termination of this Guaranty.

       

      Notwithstanding
anything to the contrary set forth in this Guaranty, in the event (1) an
amendment to or modification of the Lease which increases or extends the
obligations of Guarantor is entered into by Tenant without the consent of
Guarantor, and (2) at the time of such amendment to or modification of the
Lease, the Tenant is not an affiliate of Guarantor, then any such amendment to
or modification of the Lease shall be deemed to be a “Non-Approved Lease
Amendment.”  In the event of a Non-Approved Lease Amendment (a)
this Guaranty and the Guarantor’s obligations hereunder shall continue in full
force and effect with respect to the Lease (as modified by any amendments or
modifications which are not Non-Approved Lease Amendments) as if no such
Non-Approved Lease Amendment had occurred, (b) Guarantor shall not have, and not
be deemed to have, guaranteed any additional obligations which are specifically
included in such Non-Approved Lease Amendment, and (c) in no event shall
Guarantor be relieved of any of its obligations hereunder with respect to
Tenant’s obligations under the Lease which existed without taking into account
such Non-Approved Lease Amendment.  As used in this paragraph and in
the following paragraph, an affiliate of Guarantor shall mean a person or entity
controlling, controlled by or under common control with Guarantor.

       

      In the
event that the Lease is assigned, or all or a portion of the premises subject to
the Lease are subleased, to a party (a “Non-Affiliate”) that is not an
affiliate of Guarantor, the Landlord agrees (by its acceptance of this Guaranty)
to deliver to the Guarantor copies of all notices of non-payment,
non-performance or non-observance that the Landlord delivers to such
Non-Affiliate provided that Landlord’s failure to do so shall not be a defense
to Guarantor’s obligations under this Guaranty.


      
        
           


        

        
          D-5

          
            

          

        

        
           


        

      

       

      All
notices and other communications provided for hereunder shall be in writing
(including telecopier, telegraphic, telex or cable communication) and mailed,
telecopied, telegraphed, telexed, cabled or delivered to it, if to the
Guarantor, at:

       

      RehabCare
Group, Inc.

      Attn:
General Counsel

      7733
Forsyth Boulevard

      St.
Louis, MO 63105

      Telephone:
(314) 659-2123

      Telecopy:
(866) 245-0137

      


      With a
copy to:

      


      Thompson
Coburn LLP

      Attn:
James E. Dillon

      One US
Bank Plaza

      St.
Louis, Missouri 63101

      Telephone:
314.552.6330

      Telecopy:
314.552.7330

      


      and if to
Landlord or any successor thereof or Landlord Assign at its address as may be
designated by such party in a written notice to the other party.  All
such notices and other communications shall, when mailed, telecopied,
telegraphed, telexed or cabled, be effective when deposited in the mails,
telecopied, delivered to the telegraph company, confirmed by telex answerback or
delivered to the cable company, respectively.

       

      The
Guarantor agrees that it shall not institute against, or join any other person
or entity in instituting against, any Landlord Assign or any person or entity
which is or was a creditor of or holder of any certificate or instrument issued
by any Landlord Assign any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding, or other proceeding under any federal or state
bankruptcy or similar law for one (1) year and one (1) day after the latest
maturing commercial paper note issued by such Landlord Assign or any such
creditor of or holder of a certificate or instrument issued by such Landlord
Assign is paid in full.  Without prejudice to the survival of any
other agreement of the Guarantor hereunder, the provisions of this paragraph
shall survive the payment and performance of the Obligations and the termination
of this Guaranty.

       

      Any
consent required by Landlord or Landlord’s Mortgagee may be given or withheld in
the sole and absolute discretion of Landlord and Landlord’s Mortgagee,
respectively.

       

      Except
for provisions of this Guaranty which by their terms survive the termination
hereof, this Guaranty shall terminate after all Obligations shall have been
performed.


      
        
           


        

        
          D-6

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Guarantor, intending to be legally bound hereby, has caused
this Guaranty to be executed by its duly authorized officer as of
December ___, 2009.

       

      
        
          
            	
                    REHABCARE GROUP, INC., a
      Delaware

                  
	
                    corporation

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      


      
        
           


        

        
          D-7

          
            

          

        

        
           


        

      


      EXHIBIT
A — CORPORATE GUARANTY

       

      Property
Description

      


      BEING A
LEASE PARCEL LYING WHOLLY WITHIN THE  CAMPUS OF FLOYD MEDICAL CENTER,
LOCATED IN THE THIRD WARD OF THE CITY OF ROME, FLOYD COUNTY, GEORGIA, AND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:

      


      Commencing
at an iron pin in the southerly right-of-way margin of Turner McCall Boulevard,
said iron pin being located at the point of curvature of a curve in the
intersection of the southerly right-of way margin of Turner McCall Boulevard
with the westerly right-of-way margin of North Fourth Avenue; thence, with the
southerly right-of-way margin of Turner McCall Boulevard, North 89°02’08” West a
distance of 288.33 feet to an existing iron pin; thence, leaving said southerly
right of-way margin, South 13°38’54” West a distance of 78.66 feet to a point in
the most northeasterly corner of the Lease Parcel to be described, and the true
and actual Point of Beginning;

      


      Thence
South 01°00’46” West a distance of 31.00 feet to a point;

      Thence
South 88°59’13” East a distance of 7.00 feet to a point;

      Thence
South 01°00’47” West a distance of 37.67 feet to a point;

      Thence
North 88°59’13” West a distance of 7.00 feet to a point;

      Thence
South 01°00’47” West a distance of 31.00 feet to a point;

      Thence
North 88°59’13” West a distance of 127.50 feet to a point;

      Thence
South 01°00’47” West a distance of 23.76 feet to a point on the face of an
existing building;

      Thence,
with face of said building, North 88°59’12” West a distance of 23.67 feet to a
point;

      Thence,
leaving face of said building, North 01°00’47” East a distance of 23.76 feet to
a point;

      Thence
North 88°59’13” West a distance of 46.02 feet to a point;

      Thence
North 01°12’09” East a distance of 31.00 feet to a point;

      Thence
North 88°59’13” West a distance of 7.09 feet to a point;

      Thence
North 01°00’47” East a distance of 37.67 feet to a point;

      Thence
South 88°59’13” East a distance of 7.00 feet to a point;

      Thence
North 01°00’47” East a distance of 31.00 feet to a point;

      Thence
South 88°59’13” East a distance of 197.17 feet to the Point of
Beginning.

      


      The
parcel thus described contains 20,741.24 square feet, or 0.476 acre, more or
less.

       

      
        
           


        

        
          D-8

          
            

          

        

        
           


        

      


      EXHIBIT
E

       

      WORK
LETTER

       

      ARTICLE
1.

      DEFINITIONS

       

      1.1           Defined
Terms.  The capitalized terms listed below shall have the
following meanings when used in this Work Letter (including in the recitals
above):

       

      “Contract Documents”
means, collectively, this Work Letter and the Final Construction
Documents.

       

      “Final Construction
Documents” is defined as the drawings and specifications listed in Exhibit E-1 as
may be modified or supplemented in accordance with this Exhibit E.

       

      “Force Majeure” means
occurrences (other than financial difficulties) beyond the control of either
Landlord or Tenant, as applicable, including, without limitation, fire, flood,
explosion, catastrophic weather conditions, riots or other civil disturbances,
work stoppages or strikes, zoning or permitting changes or similar occurrences,
in each case to the extent (but only to the extent) that each such occurrence
actually delays performance by Landlord or Tenant (provided, in each case, that
the party affected by Force Majeure notifies the other party in writing within
ten (10) days of the occurrence causing the delay).

       

      “General Contract”
means that certain construction contract entered into between Landlord and the
General Contractor, and all amendments and supplements thereto.

       

      “General Contractor”
means Brasfield & Gorrie or such other general contractor selected by
Landlord and approved by Tenant to perform Landlord’s Work.

       

      “Ground Lease” shall
mean that certain ground lease dated December ___, 2009, between Floyd
Healthcare Management, Inc., as Ground Lessor and Landlord, as Ground Lessee
therein, upon terms and conditions acceptable to Landlord in its sole
discretion.

       

      “Landlord
Representative” shall mean Chris Jackson or Peter Phillips, either of
whom shall have the authority to bind the Landlord pursuant to Article 2 below;
provided, however, that Landlord can change or replace any Landlord
Representative by delivering written notice to Tenant.

       

      “Landlord Delay” is
defined in Section 7.4 of this Work Letter.

       

      “Landlord’s Work”
means all labor, materials, tools, equipment, machinery, utilities, facilities
and services necessary for proper construction, execution and completion of the
Premises in accordance with the final Contract Documents, but not including
Tenant furnished fixtures, furniture or equipment.


      
        
           


        

        
          E-1

          
            

          

        

        
           


        

      

       

      “Measurement Method”
means the Standard Method for Measuring Floor Area in Office Buildings, ANSIBOMA
Z65.1-1966, published by the Building Owners and Manager’s Association
International, including covered canopy and patio areas.

       

      “Project Architect”
means Earl Swensson Associates, or other such architectural firm selected by
Landlord, and approved by Tenant.

       

      “Substantial Completion of
Landlord’s Work” shall be achieved when (a) Landlord’s Work is
sufficiently complete in accordance with the Contract Documents so that Tenant
can commence beneficial use and occupancy of the Premises and all common areas
of the Building, as intended, (b) Landlord delivers the Premises to Tenant in
such condition that the Building shall not encroach upon any property, street or
right-of-way adjacent to the Building, and shall not violate the agreements or
conditions contained in any applicable Legal Requirement or the Permitted
Exceptions, and shall not impair the rights of others under any easement or
right-of-way to which the Building is subject, (c) Landlord, only to the
extent required as part of Landlord’s Work (defined above), delivers the
Premises and installs the Fixtures and any other improvements, fixtures or other
work or matters to be completed that are necessary to obtain the LTACH License,
the CON and the Accreditation, (d) all systems included in Landlord’s Work are
operational as designed and specified, (e) all governmental inspections
designated or required for Landlord’s Work have been successfully completed, and
a certificate of occupancy and other municipal permits or approvals issued by
the City of Rome and (if applicable) Floyd County for Landlord’s Work have been
obtained, in each case to the extent required to occupy and use the Premises for
its Permitted Use, (f) all final finishes required by the Contract Documents are
in place (except for Punchlist Items, as described below) and (g) any Punchlist
Items identified by Tenant are reasonably estimated to be completed within
thirty (30) consecutive calendar days (or as otherwise agreed to by Tenant)
following the date of Substantial Completion of Landlord’s Work.

       

      “Tenant
Representative” shall mean Anthony Dickamore; provided, however, that
Tenant can change or replace any Tenant Representative by delivering written
notice to Landlord.

       

      “Tenant Delay” is
defined in Section 8.3 of this Work Letter.

       

      1.2           Other.  Other
capitalized terms used but not defined in this Work Letter shall have the
meanings assigned to them in the Lease.

       

      ARTICLE
2.

      REPRESENTATIVES

       

      2.1           Representatives.  Tenant
Representative shall perform certain services for and on behalf of Tenant during
the design and construction phases of the Project and shall receive copies of
all notices to which reference is made in this Work Letter given by Landlord to
Tenant and shall further make all notices from Tenant to Landlord to which
reference is made in this Work Letter.  Tenant Representative shall
have full authority to act on behalf of, make decisions on behalf of and
otherwise bind Tenant in connection with the Premises (subject to any
limitations set forth in the definition of Tenant
Representative).  Landlord Representative shall perform certain
services for and on behalf of Landlord during the design and construction phases
of the Premises and shall receive copies of all notices to which reference is
made in this Work Letter given by Tenant to Landlord and shall further make all
notices from Landlord to Tenant to which reference is made in this Work
Letter.  Landlord Representative shall have full authority to act on
behalf of, make decisions on behalf of and otherwise bind Landlord in connection
with the Premises.


      
        
           


        

        
          E-2

          
            

          

        

        
           


        

      

       

      ARTICLE
3.

      PREMISES
CONSTRUCTION

       

      3.1           General.  Landlord’s
Work shall be performed, by Landlord in accordance with (a) the Contract
Documents, (b) all laws, codes, ordinances, rules and regulations of
governmental authorities having jurisdiction over the Premises, Landlord’s Work
and/or the Permitted Use, and (c) all covenants, conditions and restrictions
affecting or relating to the Premises, the Building and/or the
Project.  The construction of the Project shall not restrict the
Project from being licensed by the State of Georgia and receiving classification
as a LTACH for payment for all Medicare discharges under the Prospective Payment
System for facilities of this type as provided under 42 CFR § 412.500 et seq. (the “LTACH
License”).  All (i) materials and equipment furnished under the
Contract Documents will be of good quality and new and (ii) Landlord’s Work
will be performed in a good and workmanlike manner and in substantial accordance
with the requirements of the Contract Documents. Subject and pursuant to
Sections 3.3 and 3.5, and Article 8 below, and the other provisions of this Work
Letter, Tenant will have input regarding the quality of such materials and
equipment, and Tenant shall have the right to approve any replacements to the
General Contractor and Project Architect identified in Article 1 hereof,
provided that such approval shall not be unreasonably withheld or delayed; and
as of the effective date of the Lease Tenant agrees and approves the General
Contractor and Project Architect identified in Article 1.

       

      3.2           Premises
Schedule.  Subject to any Tenant Delays, Ground Lessor Delays
and Force Majeure, Landlord shall commence Landlord’s Work within thirty (30)
calendar days after:  (i) completion and approval of the final
Contract Documents, (ii) the execution of and closing on a ground lease between
Floyd Healthcare Management, Inc., as Ground Lessor and Landlord, as Ground
Lessee therein, upon terms and conditions acceptable to Landlord in its sole
discretion (the “Ground
Lease”); (iii) closing on the Project financing; and (iv) receipt of all
required local governmental permits necessary to commence construction of the
Building (the “Construction
Commencement Date”).  Landlord agrees to use its best efforts
to close its Project financing and obtain all required local governmental
permits necessary to commence construction of the Leased Improvements as soon as
practicable so that the Construction Commencement Date will not be delayed
thereby.  Subject to Tenant Delays, Ground Lessor Delays, Force
Majeure and Landlord’s right to terminate the Project Architect as provided in
Section 3.3 below, Landlord anticipates a target commencement date for
construction of January 15, 2010 (the “Target Commencement
Date”).


      
        
           


        

        
          E-3

          
            

          

        

        
           


        

      


      Landlord
shall use its best efforts to perform each phase of Landlord’s Work within the
time schedule set forth in the final Contract Documents (the “Premises Construction
Schedule”) and shall use its best efforts to achieve Substantial
Completion of Landlord’s Work on or before February 4, 2011 (the “Target Substantial Completion
Date”).  However, Tenant is currently applying for an extension
(the “CON Commencement
Extension”) from the Georgia Department of Community Health of the
construction commencement deadline for the Premises pursuant to Tenant’s
Certificate of Need (“CON”).  In the event
that Tenant is successful in obtaining the CON Commencement Extension, then the
Target Substantial Completion Date shall be extended to May 4,
2011.  The Premises Construction Schedule and the Target Substantial
Completion Date shall also each be subject to extension for Tenant Delays,
Ground Lessor Delays and Force Majeure.  The Premises Construction
Schedule sets forth dates that are critical in ensuring the timely and orderly
completion of Landlord’s Work in accordance with the requirements of the
Contract Documents.

       

      The
Construction Commencement Date must occur on or before January 15, 2010
(the “Drop Dead Commencement
Date”).  However, in the event that Tenant is successful in
obtaining the CON Commencement Extension, then the Drop Dead Commencement Date
shall be extended to April 15, 2010.  The Drop Dead Commencement Date
shall also each be subject to extension for Tenant Delays, Ground Lessor Delays
and Force Majeure.  In the event that the Construction Commencement
Date has not occurred on or before the Drop Dead Commencement Date, then Tenant
may deliver to Landlord a written notice of default with respect to the
commencement of the construction of Landlord’s Work insisting that Landlord cure
the default and commence to construct Landlord’s Work within fifteen (15)
business days from the date of Tenant’s default notice.  If Landlord
fails to commence construction of Landlord’s Work on or before the expiration of
said fifteen (15) business day period and thereafter diligently prosecute
Landlord’s Work, subject to any Tenant Delays, Ground Lessor Delays and Force
Majeure, then Tenant may terminate this Lease at any time prior to the
commencement of Landlord’s Work.

       

      The
Substantial Completion of Landlord’s Work must occur on or before March 30,
2011 (the “Drop Dead
Substantial Completion Date”).  However, in the event that
Tenant is successful in obtaining the CON Commencement Extension, then the Drop
Dead Substantial Completion Date shall be extended to June 30,
2011.  The Drop Dead Substantial Completion Date shall also each be
subject to extension for Tenant Delays, Ground Lessor Delays and Force
Majeure.  In the event that the Substantial Completion of Landlord’s
Work has not occurred on or before the Drop Dead Substantial Completion Date,
then Tenant may deliver to Landlord a written notice of default with respect to
the Substantial Completion of Landlord’s Work.  Thereafter, Tenant
shall use its best efforts to obtain an extension of the construction completion
deadline under Tenant’s CON (the “CON Completion Extension”)
from the Georgia Department of Community Health, and Landlord shall continue to
use its best efforts to achieve Substantial Completion of Landlord’s
Work.  Landlord shall also promptly pay to Tenant, as Tenant’s sole
remedy for Landlord’s breach or failure, the amount of $10,000.00 as liquidated
damages for each day after the Drop Dead Substantial Completion Date until
Substantial Completion occurs, provided that in no event shall the total amount
be less than $650,000.00.  Landlord and Tenant agree that actual
damages resulting from Landlord’s breach or failure would be difficult or
impossible to ascertain and that the amount of liquidated damages is a
reasonable estimate of the damages for such breach or failure.  In the
event that Landlord is successful in achieving Substantial Completion of
Landlord’s Work prior to the final expiration of Tenant’s CON (as such CON may
have been extended pursuant to the CON Completion Extension), then (i) the
amount of liquidated damages shall be reduced to $5,000.00 per day after the
Drop Dead Substantial Completion Date until Substantial Completion occurs, (ii)
the aforementioned $650,000.00 minimum amount shall no longer apply, and (iii)
and Tenant shall promptly reimburse Landlord for the difference between the
original liquidated damages paid to Tenant and the reduced liquidated damages
amount.


      
        
           


        

        
          E-4

          
            

          

        

        
           


        

      

      


      If at any
time the performance of Landlord’s Work has not progressed or reached the level
of completion required by the Premises Construction Schedule, Tenant shall have
the right to suggest corrective measures necessary to expedite the progress of
the construction, and Landlord shall make reasonable efforts to utilize such
corrective measures to the extent reasonably practicable to do so.

      


      3.3           Project
Architect / General Contractor.  Landlord reserves the right to
terminate the Project Architect at any time during the Term of this Work Letter
in accordance with the terms of the contract with the Project
Architect.  In the event that Landlord elects to terminate the Project
Architect, Landlord shall promptly engage other qualified architect(s) or
architectural firm licensed in the State of Georgia to serve as the Project
Architect, subject to the approval of Tenant, not to be unreasonably withheld or
delayed. In the event that the Project Architect is terminated for cause by
Landlord, then any delays in the Premises Construction Schedule resulting from
their termination, shall not be deemed a Landlord Delay under this Work
Letter.  Landlord’s contract with the Project Architect shall specify
that Landlord shall have a License (as defined in Section 7.6 of this Work
Letter) to use the Contract Documents (and any iteration thereof) even after
removal of the Project Architect.

       

      3.4           Budget.  Landlord
and Tenant have approved a Final Project Budget for construction of the Premises
attached to the Lease as Exhibit F (the “Final Project Budget”).

       

      3.5           Final
Construction Documents.  The Final Construction Documents are
listed in Exhibit E-1 and
have been approved by Landlord and Tenant.  However, it is
acknowledged that minor modifications in the Final Construction Documents have
been proposed and some open questions remain with regard to the proposed
modifications.  Landlord and Tenant shall work together in good faith
to finalize all terms of the proposed modifications and any changes in the Final
Project Budget promptly.  The Final Construction Documents shall not
be deemed final until any and all changes required by the local code authority
have been implemented by the Project Architect and the code authority has issued
a building permit for the entire Project.  Except for Tenant’s
responsibilities expressly set forth herein, Tenant’s review or approval of
Construction Documents or any other documents relating to Landlord’s Work shall
create no responsibility or liability on the part of Tenant for their
completeness, design, sufficiency, or compliance with any laws, rules, orders,
ordinances, directions, regulations or requirements of any federal, state,
county or municipal authorities.

       

      3.6           Permits
and Approvals.  Landlord shall (i) obtain all federal,
state, and local licenses, permits and approvals (whether governmental or
non-governmental), required to perform, occupy and use Landlord’s Work for the
Permitted Use of the Project, and (ii) work together with Tenant to assist
Tenant in obtaining any approval from any applicable health or regulatory agency
or other approvals that are not related to the construction of Landlord’s Work,
but required by Tenant to inhabit and operate the Project for its Permitted
Use.


      
        
           


        

        
          E-5

          
            

          

        

        
           


        

      


      3.7           Tenant
Change Requests.  Tenant may from time to time request changes
in previously approved Final Construction Documents (herein, a “Tenant Change Request”),
subject to the terms and conditions of this paragraph.  Each Tenant
Change Request shall (a) be in writing, (b) issued or approved by Tenant’s
Representative and delivered to Landlord and (c) be subject to Landlord’s
consent.  Landlord shall not unreasonably withhold, condition or delay
its consent to any Tenant Change Request; provided, however, (i) Landlord
shall have no obligation to implement any Tenant Change Request which requires
the approval of any municipal authority unless and until Landlord receives such
approval, and (ii) the approval and implementation of any Tenant Change
Request which would increase the Final Project Budget shall be subject to the
following terms of this Section.  Landlord shall provide written
notice to Tenant specifying the impact the Tenant Change Request will have on
the Final Project Budget, if any.  If the Tenant Change Request would
increase the Final Project Budget and, within ten (10) days of the delivery of
written notice from Landlord to Tenant setting forth the increase in the Final
Project Budget, Landlord and Tenant shall work in good faith to agree on a
payment of the increase in costs as a result of Tenant Change Request and
revised Final Project Budget, if applicable.  If Landlord and Tenant
are unable to reach an agreement as to any terms for payment of the increase in
costs as a result of Tenant Change Request, then Landlord may reject the Tenant
change Request by written notice to Tenant.  Any Tenant Change Request
approved by Landlord (and for which any advance payment required under this
Section is made) shall be incorporated into the Final Construction Documents and
performed by Landlord.

       

      3.8           Substantial
Completion / Final Completion of Landlord’s Work.  Landlord
shall provide Tenant with written notice when Landlord believes that Substantial
Completion of Landlord’s Work has been achieved, along with appropriate
documentation to evidence the same.  Such notice shall be accompanied
by a list of items (the “Punchlist Items”) to be
completed or corrected.  Within three (3) business days after delivery
of such notice of Substantial Completion of Landlord’s Work, duly authorized
representatives of Landlord and Tenant shall jointly inspect the Landlord’s
Work.  The Punchlist shall be subject to review and approval by Tenant
following such joint inspection.  In the event that the parties shall
disagree on whether any item is properly included as part of the Punchlist
Items, and the parties are unable to reach agreement thereon within five (5)
days after such joint inspection, either party may submit such disagreement to
the Project Architect for final determination, which determination of the
Project Architect shall be binding upon Landlord and
Tenant.  Notwithstanding anything to the contrary set forth herein,
the failure to include an item on the Punchlist does not alter the
responsibility of Landlord to complete all of Landlord’s Work in accordance with
the Contract Documents.  Landlord shall complete the Punchlist Items
on or before the date that is thirty (30) days after achieving Substantial
Completion of Landlord’s Work; provided, however, that Landlord shall have such
additional time as may reasonably be required with diligent efforts to complete
Punchlist Items of a seasonal nature (such as landscaping) which cannot or
should not be performed until a later date.  If Landlord shall not
complete all required Punchlist Items (excluding the foregoing seasonal related
items, however) within such thirty (30) day period, the date of Substantial
Completion of Landlord’s Work shall be deemed extended by the number of days of
such delay, except to the extent that Tenant wrongfully interferes with Landlord
in completing such Punchlist Items, and Landlord shall continue to diligently
pursue the completion of Landlord’s Work to Final Completion of the Work without
material interruption.  Landlord shall cause Project Architect to
issue a Certificate of Final Completion of Landlord’s Work after the completion
of the Punchlist Items, and such certificate date shall be the “Date of Final Completion”
hereunder.  No later than sixty (60) days following the Date of Final
Completion, Landlord shall (1) deliver to Tenant binders containing
complete sets of all manufacturer’s catalogs, instructions and other similar
data covering all mechanical and manually operated devices furnished and/or
installed as part of Landlord’s Work, and (2) provide Tenant’s property
management and operations personnel with the opportunity to be trained in the
operation and maintenance of building systems and controls installed as part of
Landlord’s Work.


      
        
           


        

        
          E-6

          
            

          

        

        
           


        

      

       

      3.9           Entry by
Tenant Prior to Space Delivery.  Tenant and Tenant’s agents,
employees and/or representatives shall have the right to enter onto the Premises
site from time to time for the purpose of inspecting the Premises and performing
the installations of furniture, fixtures and equipment to prepare the Premises
for Tenant’s use and occupancy, provided that such entry shall not unreasonably
interfere with the completion by Landlord or its General Contractor of
Landlord’s Work at the Premises.  Tenant and its representatives shall
report to the site office of the General Contractor prior to any entry onto the
Premises and shall otherwise comply with all reasonable requirements of the
Contractor regarding such entry by Tenant prior Final Completion of Landlord’s
Work.

       

      3.10           Excluded
Costs.  The following costs (collectively the “Excluded Costs”) are currently
excluded from the Final Project Budget:  (i) costs to construct,
re-construct, re-surface, widen or otherwise improve any public or private
roadway abutting the Land that may be required by the City of Rome or other
applicable authority in order to obtain either a building permit or a
certificate of occupancy for the Project; (ii) any costs to construct, expand
the capacity of or otherwise improve any water lines, sanitary sewer lines, lift
stations, private sanitary sewer plants, off-site or regional detention
facilities necessary to serve the Land and the to be constructed Premises; and
(iii) any work to be undertaken by Tenant.  Landlord and Tenant
have approved the Final Project Budget.  Landlord agrees and
acknowledges that Landlord shall not approve or incur any obligations in regards
to items identified as Excluded Costs without the express written approval of
Tenant.  Landlord further agrees that Landlord shall provide Tenant
all information, documents, or materials in regards to negotiations for any
items identified as an Excluded Cost and shall provide Tenant the opportunity to
materially participate in any negotiations in regards to any Excluded Cost
item.

       

      (a)Potential
Future Expansion by Ground Lessor.  The Premises have been
designed to accommodate a future expansion, as currently envisioned, by addition
of additional floors.  It is contemplated that the incremental cost of
the design and construction of the premises associated with the contemplated
expansion will be reimbursed separately by Ground Lessor.  The Ground
Lease provides additional terms regarding the expansion
rights.  Landlord agrees that all work related to the Potential
Expansion (or any construction in other space in the Building) shall be
performed in a manner to minimize or eliminate, to the extent practicable, any
interference with or disruption of Tenant’s business operations in the
Premises.

       

      3.11           Signage.  Landlord
and Tenant acknowledge and agree that Ground Lessor shall have the right to
approve signage that is placed at the Premises pursuant to the terms of the
Ground Lease and REA.

       

      3.12           Trade
Name of Project.  The trade name for the Project, including,
without limitation, the long term acute care hospital building, shall be
selected by Tenant, subject to the consent of the Tenant and the Landlord, with
such consents not to be unreasonably withheld.


      
        
           


        

        
          E-7

          
            

          

        

        
           


        

      

       

      3.13           Landlord
Duty to Deliver.  Landlord shall deliver the Premises to Tenant
pursuant to the requirements noted in Article 5 of the Lease.

       

      ARTICLE
4.

      TENANT
OVERSIGHT

       

      4.1           Tenant
Oversight.  Landlord hereby acknowledges and agrees that,
notwithstanding anything to the contrary:  (1) Landlord shall
make the site of Landlord’s Work available at reasonable times for inspection by
Tenant’s Representative; (2) Landlord shall cause the Project Architect
and/or the General Contractor to promptly furnish Tenant with any information,
documents and/or materials relating to the Premises that Tenant may reasonably
request and respond in a timely manner to all reasonable inquiries by Tenant
Representative; and (3) Landlord shall provide that a monthly project
update meeting be held at which the Project Architect, General Contractor,
Landlord Representative and Tenant Representative are required to be present;
(4) Tenant shall have the right to actively participate in the decision
making process in regards to any and all material decisions affecting the
construction of the Premises provided that such participation does result in a
Tenant Delay; and (5) Landlord shall provide Tenant with reasonable prior
notice of, and allow Tenant or its representatives a reasonable opportunity to
attend and participate in, all project meetings, in addition to the required
monthly meetings.

       

      ARTICLE
5.

      INDEMNIFICATION

       

      To the
fullest extent permitted by law, Landlord shall defend, indemnify and hold
harmless Tenant, Tenant’s representative(s), their respective subsidiary,
affiliated and associated companies, and the directors, officers, shareholders,
employees and agents of any of them, and their respective agents and servants
(collectively, “Indemnified
Parties” and singly, an “Indemnified Party”), and each
of them, of and from any and all claims, demands, causes of action, damages,
costs, expenses, losses or liabilities, in law or in equity, of every kind and
nature whatsoever (“Claims”), including without
limitation, costs of defense, settlement and attorneys’ fees, attributable
to:  (a) injury to or death of any person and injury to or
destruction of or loss of use of property in whole or in part arising out of or
resulting from the performance of work under the General Contract prior to the
Date of Final Completion, which are caused by the acts or omissions of Landlord,
the General Contractor, its subcontractor, or anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, except to the
extent such death, injury or loss is caused by the Indemnified Party;
(b) injury to or death of any person and injury to or destruction of or
loss of use of property in whole or in part arising out of or resulting from or
related to the negligent performance of work under the General Contract by
Landlord, the General Contractor, its subcontractor, or anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, except
to the extent such death, injury or loss is caused by the Indemnified Party;
(c) any and all penalties imposed on or alleged against any Indemnified
Party or work under the General Contract on account of the violation of any law,
order, or regulation by Landlord, the General Contractor or subcontractor of
General Contractor except to the extent any such penalty is caused by an
Indemnified Party; and/or (d) any and all Claims arising out of or
resulting from alleged infringement by the Premises design or any means and
methods used by the General Contractor of copyrights, patents or other
intellectual property rights held by others.  The indemnities
described above shall survive only for so long as Landlord’s indemnity rights
against the General Contractor and/or subcontractors of the General Contractor
survive.


      
        
           


        

        
          E-8

          
            

          

        

        
           


        

      

       

      ARTICLE
6.

      REQUIRED
INSURANCE

       

      Landlord
shall carry and maintain at all times during the design and construction of the
Premises, and shall cause the General Contractor to maintain at all times during
the design and construction of the Premises, and for such longer periods as may
be required below, the following types of insurance and minimum coverage amounts
written by insurers rated by A.M. Best & Co., with a minimum rating of (or
equivalent to) “A,” a financial size category of not less than “VIII,” and are
qualified to do business in the State of Georgia:

       

      6.1           Landlord’s
Required Insurance.

       

      (a)        Workers’
compensation insurance in statutory amounts, including employer’s liability in
the amount of $1,000,000.00 per accident;

       

      (b)        Business
Automobile insurance covering owned, non-owned and hired vehicles for personal
injury in the amount of $1,000,000.00 combined single limit for bodily injury
and for property damage;

       

      (c)        Commercial
general liability coverage for bodily injury, personal injury and property
damage in the amount of $1,000,000.00 per occurrence and $2,000,000.00 aggregate
limit;

       

      (d)        Property
insurance written on a builder’s risk “all-risk” or equivalent policy form in
the total value for the entire Premises at the site on a replacement cost basis
without optional deductibles; and

       

      (e)        Umbrella
Liability Coverage over Commercial General Liability, Employer’s Liability and
Business Automobile Insurance in the amount of $3,000,000.00.

       

      6.2           Project
Architect’s Required Insurance.

       

      (a)        Workers’
compensation insurance in statutory amounts and employer’s liability insurance
in the amount of $1,000,000.00;

       

      (b)        Commercial
general liability coverage for bodily injury, personal injury and property
damage in the amount of $1,000,000.00 per occurrence and $2,000,000.00 aggregate
limit; and

       

      (c)        Professional
liability coverage for all professional services relating to the Project in the
minimum amount of $2,000,000.00.


      
        
           


        

        
          E-9

          
            

          

        

        
           


        

      

       

      6.3           General
Contractor’s Required Insurance.

       

      (a)        Workers’
compensation insurance in statutory amounts and employer’s liability insurance
in the amount of $1,000,000.00;

       

      (b)        Business
Automobile insurance covering owned, non-owned and hired vehicles for personal
injury in the amount of $1,000,000.00 combined single limit for bodily injury
and for property damage;

       

      (c)        Commercial
general liability coverage for bodily injury, personal injury and property
damage in the amount of $1,000,000.00 per occurrence and $2,000,000.00 aggregate
limit; and

       

      (d)        Umbrella
Liability Coverage over Commercial General Liability, Employers’ Liability and
Business Automobile Insurance in the amount of $5,000.000.00.

       

      6.4           Other
Requirements Regarding Required Insurance.  The liability
policies required by this Article 6 shall include contractual liability coverage
covering the indemnification obligations under the Contract
Documents.  Each policy of insurance carried by Landlord and General
Contractor, will be endorsed so as to make it clear that the coverage of each
such party’s policy is primary and any coverage under any policy or policies of
insurance held by Tenant or any other additional insured is
secondary.  All of the insurance required shall be written on an
occurrence basis, except that professional liability and umbrella liability can
be written on a claims made basis provided that such coverages are maintained
for two years following final payment.  Tenant, any lender(s) of
Tenant shall be named as additional insureds on all insurance policies required
hereunder except workers’ compensation/employer’s liability and professional
liability policies.  Landlord shall, upon demand, provide Tenant with
proof that the insurance requirements have been met, which shall be in the form
of certificates of insurance (or, at Tenant’s request, insurance policies)
reasonably acceptable to Tenant. Renewal certificates for all policies that
expire during the term of the Contract Documents must also be provided at least
thirty (30) days prior to each policy’s respective
expiration.  Nothing in this clause, or any failure of Landlord to
secure the above required coverages or otherwise comply with the insurance
provisions of the Contract Documents, shall modify, limit or expand Landlord’s
liability or other obligations under the Contract Documents.

       

      ARTICLE
7.

      MISCELLANEOUS

       

      7.1           Permits,
Fees and Compliance with Law.  Landlord shall secure all
permits, licenses and inspections necessary for the execution and completion of
Landlord’s Work.  Landlord shall comply with the terms of all such
permits and licenses and with all federal, state and municipal laws, statutes,
ordinances, building codes, rules and regulations applicable to Landlord’s
Work.

       

      7.2           As-Built
Documents.  Landlord shall provide to Tenant at the conclusion
of Landlord’s Work copies of the As-Built drawings of the
Premises.


      
        
           


        

        
          E-10

          
            

          

        

        
           


        

      

       

      7.3           Construction
Procedures.  As between Landlord and Tenant, except as
otherwise expressly provided herein, Tenant shall have no responsibility for or
have control or authority over construction means, methods, techniques,
sequences and procedures, or for coordinating Landlord’s Work.

       

      7.4           Landlord’s
Duty to Correct Defective Work.  Landlord shall promptly
correct defective or nonconforming design or work after written request from
Tenant delivered to Landlord no later than twelve (12) months after the Date of
Final Completion.  Landlord shall also bear the cost of correcting
destroyed or damaged property caused by defective or nonconforming design or
work.  Nothing contained in this paragraph shall be construed to
establish a period of limitation with respect to obligations which Landlord may
have under the Lease other than the specific obligation of Landlord to promptly
correct defective or nonconforming design or Work contained in this
Paragraph.  After such twelve (12) month warranty period, Landlord
agrees to use commercially reasonable efforts to pursue any claim for defective
or nonconforming design or work.

       

      7.5           License
for Design Documents.  Landlord shall pursue with Project
Architect, for the benefit of Tenant, an irrevocable, duty-free license (the
“License”) to obtain and
retain copies, including reproducible copies and copies of computer disks or
other computer memory storage devices (e.g., CADD files), of all Construction
Documents prepared by Project Architect for information and reference in
connection with the construction, reconstruction, renovation, repair,
maintenance, marketing, use and occupancy of the Premises.  If
provided, the License shall be transferable to any Permitted Transferee of
Tenant under Article 20 of the Lease.  At or prior to Substantial
Completion of the Premises, Landlord shall request the Project Architect and any
other party providing design services to deliver instruments in form and
substance satisfactory to Tenant providing for the granting to Tenant of the
License.  The Project Architect shall not be responsible for changes
made in the final Contract Documents or other documents prepared by the Project
Architect by anyone other than the Project Architect or its consultants, or for
Tenant’s use of the final Contract Documents or other documents prepared by the
Project Architect without the participation of the Project
Architect.

       

      7.6           Capitalized
Terms.  All capitalized terms used, but not defined herein,
shall have the meaning given them in the Lease to which this Work Letter is
attached as Exhibit E.

       

      ARTICLE
8.

      SCHEDULE

       

      8.1           Changes
in the Final Construction Documents and Tenant Required
Changes.  If a Tenant Change Request requires any changes to
the Contract Documents (or any previously approved revision thereto or
supplement thereof), then the increased costs (if any) of Landlord’s Work caused
by such changes shall be borne in the manner set forth in Section 3.5
above.  Any and all increased costs shall include but not be limited
to all architectural, engineering and consulting design fees and expenses in
connection therewith in addition to any governmental fees, which may be
additionally imposed and costs associated with delays in construction of the
Premises and Landlord’s Work caused by such change(s), the incremental
additional hard construction costs associated with the performance and
implementation of such change into Landlord’s Work, and the incremental
additional soft costs and interest costs associated with the performance and
implementation of such change into Landlord’s Work (“Additional
Costs”).


      
        
           


        

        
          E-11

          
            

          

        

        
           


        

      

       

      8.2          Certain
Limitations.  Tenant shall not
include in its Tenant Change Requests to the Contract Documents, and Landlord
shall have no obligation to agree to any Tenant Change Request that
will:

       

      (i)           Be
incompatible with the design, construction or equipment of the building and/or
with the Premises Improvements;

       

      (ii)         
violate any applicable laws, ordinances and/or the rules and regulations of any
governmental authority having jurisdiction; or

       

      (iii)        violate
any applicable insurance regulations, including but not limited to any such
regulation for a fire resistive Class A building.

       

      8.3          Tenant
Delay.  The term “Tenant Delay,” as used herein,
shall mean and be defined as any actual delay experienced by Landlord, the
Project Architect or the General Contractor and its subcontractors in
substantially completing any Landlord’s Work as a proximate result of Tenant’s
actions or failure to act, including but not limited to:

       

      (a)        Tenant’s
material failure to complete any action or item on or before the due date which
is the responsibility of Tenant;

       

      (b)        Tenant’s
material changes to Construction Drawings and Specifications after Landlord’s
approval of same;

       

      (c)        Any delay of
Teannt in making payment to Landlord required pursuant to Section 3.7
hereof;

       

      (d)        Any act, or
failure to act by Tenant, Tenant’s Representative and/or any other person
performing or required to perform services on behalf of Tenant causing material
delay beyond the originally scheduled time periods agreed in this Work Letter or
between Landlord and Tenant;

       

      (e)        Any delay due
to Tenant Change Requests to the Construction Drawings and
Specifications;

       

      (f)        Any delay due
to untimely responses to Design Documents or the Construction Drawings and
Specifications by Tenant’s special consultants causing delay beyond the
originally scheduled time periods agreed in this Work Letter or between Landlord
and Tenant.

       

      8.4          Landlord
Delay.  The term “Landlord Delay” shall mean and
be defined as any delay in the completion of Landlord’s Work that is caused by
Landlord, its agents or contractors, including without limitation:

       

      (a)        Failure to
furnish any approval in a timely manner, per the agreed-to schedule in Article 3
hereof not caused by Tenant;


      
        
           


        

        
          E-12

          
            

          

        

        
           


        

      

       

      (b)        Interference
with access or work of Tenant or Tenant’s contractors after Tenant has received
Landlord’s approval for access to the Premises; or

       

      (c)           Failure
to cooperate with Tenant’s contractors, or governmental permitting and
inspecting authorities.

       

      8.5           Ground
Lessor Delay.  The term “Ground Lessor Delay” shall
mean and be defined as actual and material delay in the completion of Tenant’s
Work or Landlord’s Work that is caused by Ground Lessor, its agents or
contractors, including without limitation:

       

      (a)        Any material
delay or interference by Ground Lessor which results in Landlord’s failure to
furnish any required approval in a timely manner, per the agreed-to schedule in
Article 3 hereof;

       

      (b)        Material
interference with access or work of Tenant or Tenant’s contractors after Tenant
has received Landlord’s approval for access to the Premises; or

       

      (c)        Material
failure to cooperate with Landlord, Tenant’s contractors, or governmental
permitting and inspecting authorities in connection with this Work
Letter.

       

      8.6           Effect of
Tenant, Landlord and Ground Lessor Delays on Substantial Completion and
Commencement of Rent.  Each day of Landlord Delay shall delay
the date by which Substantial Completion of Landlord’s Work is reached by the
number of days of Landlord Delay and thus delays the Commencement Date of the
Lease (and thus the commencement of Rent thereunder).  Each day of
Tenant Delay or Ground Lessor Delay shall result in the extension of the date of
scheduled or projected substantial completion of Landlord’s Work as set forth in
the Premises Construction Schedule by one day, but shall not effect a delay the
Commencement Date of the Lease (and the commencement of Rent
thereunder).

       

      [End of
Work Letter]


      
        
           


        

        
          E-13

          
            

          

        

        
           


        

      


      EXHIBIT
E-1

      


      FINAL
CONSTRUCTION DOCUMENTS



      
        
           


        

        
          E-1

          
            

          

        

        
           


        

      


      EXHIBIT E-1
(CONTINUED)

       

      


      
        
           


        

        
          E-2

          
            

          

        

        
           


        

      


      EXHIBIT E-1
(CONTINUED)

       

      


      
        
           


        

        
          E-3

          
            

          

        

        
           


        

      


      EXHIBIT E-1
(CONTINUED)

       

      


      
        
           


        

        
          E-4

          
            

          

        

        
           


        

      


      EXHIBIT E-1
(CONTINUED)

       

      


      
        
           


        

        
          E-5

          
            

          

        

        
           


        

      


      EXHIBIT E-1
(CONTINUED)

       

      


      
        
           


        

        
          E-6

          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      FINAL
PROJECT BUDGET

       

      (SEE
ATTACHED)


      
        
           


        

        
          F-1

          
            

          

        

        
           


        

      

       

      [******************]


      
        
           


        

        
          F-2

          
            

          

        

        
           


        

      


      EXHIBIT
G

      


      INSURANCE
REQUIREMENTS

      


      Tenant
Insurance Obligations   Tenant, at its sole cost and expense,
shall obtain and continuously maintain in full force and effect during the term
of this Lease commencing with the
Commencement Date, policies of insurance covering:

      


      (a)           Property
Insurance covering all improvements constituting a part of the Premises (the
“Improvements”),
including personal property of Tenant or the personal property of others kept,
stored or maintained on the Premises against (1) loss or damage by fire;
(2) loss or damage from such other risks or hazards now or hereafter
embraced by an “Extended Coverage Endorsement,” including, but not limited to,
windstorm, hail, explosion, vandalism, riot and civil commotion, damage from
vehicles, smoke damage, water damage and debris removal; (3) loss for
damage by flood if the Premises are in a designated flood or flood insurance
area; (4)  loss from so-called explosion, collapse and underground hazards;
and (5) loss or damage from such other risks or hazards of a similar or
dissimilar nature which are now or may hereafter be customarily insured against
with respect to improvements similar in construction, design, general location,
use and occupancy to the Improvements.  At all times, such insurance
coverage shall be in an amount equal to one hundred percent (100%) of the then
“full replacement cost” of the Improvements, subject to a deductible not less
than Ten Thousand and No/100 Dollars ($10,000.00).  “Full Replacement
Cost” shall be interpreted to mean the cost of replacing the Improvements
without deduction for depreciation or wear and tear, and it shall include a
reasonable sum for interest expense, architectural, engineering, legal,
administrative and supervisory fees connected with the restoration or
replacement of the Improvements in the event of damage thereto or destruction
thereof.  Landlord may at its sole cost and expense maintain loss of
rents coverage which shall provide for the continued payment of the Basic Rent
during any period that the Premises is not being occupied as a result of any
casualty or event covered by the insurance described in this
paragraph.


       

      (b)           Equipment
breakdown covering mechanical equipment, including but not limited to boiler and
pressure vessels, pressure pipes, steam pipes and condensation return pipes in
an amount equal to one hundred percent (100%) of the then “full replacement
cost” of the Improvements.

       

      (c)           Business
income, business interruption, extra expense insurance coverage for a minimum
period of one hundred twenty (120) days, including coverage for all Tenant’s
rental obligations to Landlord, endorsed to provide at least 90 days extended
period of indemnity (Building Ordinance - Increased Period of Restoration
Endorsement).

      


      (d)           Commercial
general liability insurance against any loss, liability or damage on, about or
relating to the Premises, or any portion thereof, with limits of not less than
Three Million Dollars ($3,000,000.00) combined single limit, per occurrence and
aggregate, coverage on an occurrence basis.

      


      (e)           Medical
professional liability with amounts not less than Three Million Dollars
($3,000,000) combined single limit, per occurrence and aggregate, coverage on an
occurrence basis.

      


      (f)           Workers’
compensation coverage meeting statutory requirements and employers’ liability
coverage with limits of not less than One Million Dollars ($1,000,000) per
accident for all employees and volunteers of Tenant.


      
        
           


        

        
          G-1

          
            

          

        

        
           


        

      

      


      (g)           Business
automobile coverage including bodily and property damage resulting from the use
of owned, nonowned and hired autos with a combined single limit of not less than
One Million Dollars ($1,000,000) per accident.


      
        
           


        

        
          G-2