Common use of Permitted Use Clause in Contracts

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, and shall cause Manager to, at all times during the Term, Term and at any other time that Tenant and Manager shall be in possession of any the Leased Property, continuously use and operate, or cause Manager to be used continuously use and operatedoperate, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home hotel facility as currently operatedin a manner consistent with the Management Agreement and shall use reasonable good faith efforts to seek to maximize Gross Revenues. Subject to Section 16.3, Tenant shall not, and any uses incidental thereto. Tenant shall not ensure that Manager shall not, use (and shall not permit any Person to use) any the Leased Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property the Leased Property, and no acts shall be done thereon thereon, which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor and Tenant shall Tenant not, and shall ensure that Manager shall not, sell or otherwise provide to residents or patients therein, or permit to be kept, used used, or sold in or about any Property the Leased Property, any article which may be prohibited by law law, or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Further, Tenant shall not not, and Tenant shall ensure that Manager shall not, take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain, or to cause Manager to obtain and maintain, all approvals necessary to use and operate, for its Permitted Use, the Leased Property and the Hotels located thereon under applicable law. Landlord Notice thereofshall cooperate with Tenant in this regard, which Notice including, without limitation, by executing all applications and consents required to be signed by Landlord in order for Tenant to obtain and maintain such approvals. (c) Tenant shall set forth in reasonable detail the reasons therefor. Thereafternot, Landlord and Tenant shall negotiate in good faith to agree on an alternative ensure that Manager shall not, use for such or suffer or permit the use of the Leased Property or Tenant’s Personal Property, appropriate adjustments to the Additional Rent and other related matters; providedif any, howeverfor any unlawful purpose. Tenant shall not, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail shall ensure that Manager shall not, (i) commit or suffer to agree be committed any waste on an alternative use for such Property within sixty the Leased Property, or in the Hotels, or cause or permit any unlawful nuisance thereon or therein, or (60ii) days after commencing negotiations as aforesaidpermit the Leased Property, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice or any portion thereof, which Notice shall include to be used in such a copy manner as (A) might reasonably impair Landlord’s title thereto or to any portion thereof; or (B) may reasonably allow a claim or claims for adverse usage of adverse possession by the public, as such, or of implied dedication of the Offer executed by such third party. In the event that Landlord shall fail to accept Leased Property or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateany portion thereof.

Permitted Use. (a) Tenant shall, at all times during the TermLessee will use, and at any other time that Tenant shall be in possession of any Property, continuously will permit the use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any actionof, the taking or omission of which materially impairs Leased Property at each Site only for the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In Lessee will not use, or permit to be used, any Site, or any portion of such Site, by Lessee, any Person or the event thatpublic in such manner as might reasonably be expected to impair Lessor's title to, or interest or rights in, such Site, or any portion of such Site, or in such manner as might reasonably make possible a Claim or Claims of adverse usage or adverse possession by the reasonable determination public, as such, or any Person, or of Tenantimplied dedication of any of the Leased Property of such Site (provided there is no obligation to monitor or control use of the Site by Sprint Collocator or its Affiliates). Nothing contained in this Agreement and no action or inaction by Lessor, Sprint Collocator or any of their respective Affiliates will be deemed or construed to mean that Lessor or Sprint Collocator has granted to Lessee any right, power or permission to do any act or make any agreement that may create, or give rise to or be the foundation for any such right, title, interest, lien, charge or other encumbrance upon the estate of Lessor in any Site. (c) Sprint Collocator will use the Sprint Collocation Space at each Site only for installation, use, operation, repair and replacement of Sprint's Communications Facility. Sprint Collocator will not use the Sprint Collocation Space at any Site in such manner as might reasonably be expected to impair Lessee's rights or interest in such Site or in such manner as might reasonably make possible a Claim or Claims of adverse usage or adverse possession by the public, as such, or any other Person (other than Sprint Collocator or any of its Affiliates), or of implied dedication of such Sprint Collocation Space. Except as specifically permitted hereunder, Sprint Collocator and its Affiliates shall have no right to use or occupy any space at any Site other than the Sprint Collocation Space that it shall no longer be economically practical occupies from time to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth time in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement accordance with the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateAgreement.

Permitted Use. (a) Tenant shallshall use, at all times during operate and occupy the TermFacility as a radiation or oncology related medical office building and treatment center, and at any for ancillary services relating thereto, but for no other time purpose; provided, however, that Tenant may, with the written approval of Landlord (subject to the succeeding sentence, to be granted or withheld in the exercise of its sole and absolute discretion) change the use of the Facility to a different use so long as Tenant shall be continue to use, operate and occupy the Facility for a use in possession the medical services industry. Landlord, upon the written request of any PropertyTenant, continuously shall approve a change in the use of the Facility if the following conditions are met: (i) the proposed change in use is for a use in the medical services industry, (ii) Tenant has obtained and provided to Landlord appraisals (prepared by an appraiser reasonably acceptable to Landlord) that take into account the proposed change in use and operate, or cause that demonstrate to be used and operated, such Property as Landlord’s reasonable satisfaction that the fair market value of the Facility after the change in use will not result in a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedmaterial reduction of the fair market value of the Facility, and any uses incidental thereto(iii) Tenant has obtained or agrees to obtain prior to such change in use all licenses, certificates, permits and all other approvals required by law in connection with operating the Facility for the proposed new use. Tenant shall not use (operate the Facility and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done Business conducted thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute in a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied manner consistent with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Useapplicable laws. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereofcontinuously and uninterruptedly use, which Notice shall set forth in reasonable detail operate and occupy the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to Facility throughout the Additional Rent and other related mattersTerm; provided, however, that (i) Tenant may close down the operations of the Facility in connection with Tenant’s refurbishing, upgrading, or changing the permitted use of the Facility for a commercially reasonable amount of time required to complete such refurbishment, upgrades, or change in use; but in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty period of time exceed two hundred seventy (60270) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Propertydays, and the Minimum Rent shall be reduced by an amount equal (ii) subject to the product of Tenant’s restoration obligations contained in this Lease, Sections 17 and 18, the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or Facility may be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal temporarily closed down to the product extent and for the period of time the projected net proceeds determined Facility is untenantable by reference to such Offer multiplied by the Interest Ratereason of fire or other casualty or condemnation.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name “TA”, “Travel Centers of America” or “Goasis”, or such other names as Tenant shall use for the travel center locations operated by it and its Affiliated Persons. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to to, at Landlord’s option, (x) the product Percentage Reduction of the net proceeds of sale received by Landlord multiplied or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the Interest Rateparties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to to, at Landlord’s option (x) the product applicable Percentage Reduction of the projected net proceeds determined by reference to such Offer multiplied or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the Interest Rateparties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than twenty (20) Properties in the aggregate under this Agreement and the Other Leases during the Term. For purposes of the preceding sentence, “Properties” shall include any Property under this Lease and any “Property” (as defined therein) under any Other Lease.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, Travel Center and any uses incidental thereto, and any truck servicing or repair, retail convenience, mobility or energy generation or management facility and any other ancillary lawful uses related or complimentary thereto; provided, however, Tenant may from time to time suspend use or operations at any Property as in Tenant’s reasonable determination is necessary or desirable in connection with construction or development thereat, casualty or condemnation with respect thereto, in order to comply with Applicable Law or, if, in Tenant’s reasonable determination, it is no longer economically practical to operate such Property as currently operated. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease Ground Lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operateda Travel Center, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant ▇▇▇▇▇▇ receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an annual amount equal to the product of (x) the Percentage Reduction multiplied by (y) the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an annual amount equal to the product of (a) the Percentage Reduction multiplied by (b) the projected net proceeds determined by reference to such Offer multiplied by Offer; provided, however, in no event shall the Interest Rateaggregate reduction of Minimum Rent during the Term pursuant to this Section 4.1.1(b) exceed the Minimum Rent Reduction Limit.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such the Leased Property as a skilled nursing/ intermediate care/independent living/an assisted living/ special care/group home living and Alzheimer’s care facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any the Leased Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Propertythe Leased Property (if any), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shallshall use, at all times during the Termoperate and occupy each Facility as a radiation or oncology related medical office building and treatment center, and at any for ancillary services relating thereto, but for no other time purpose; provided, however, that Tenant may, with the written approval of Landlord (subject to the succeeding sentence, to be granted or withheld in the exercise of its sole and absolute discretion) change the use of a Facility to a different use so long as Tenant shall be continue to use, operate and occupy such Facility for a use in possession the medical services industry. Landlord, upon the written request of any PropertyTenant, continuously shall approve a change in the use of a Facility if the following conditions are met: (i) the proposed change in use is for a use in the medical services industry, (ii) Tenant has obtained and provided to Landlord appraisals (prepared by an appraiser reasonably acceptable to Landlord) that take into account the proposed change in use and operate, or cause that demonstrate to be used and operated, Landlord’s reasonable satisfaction that the fair market value of such Property as Facility after the change in use will not result in a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedmaterial reduction of the fair market value of the Facility, and any uses incidental thereto(iii) Tenant has obtained or agrees to obtain prior to such change in use all licenses, certificates, permits and all other approvals required by law in connection with operating the Facility for the proposed new use. Tenant shall not use (operate each Facility and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done Business conducted thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute in a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied manner consistent with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Useapplicable laws. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereofcontinuously and uninterruptedly use, which Notice shall set forth in reasonable detail operate and occupy each Facility throughout the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related mattersTerm; provided, however, that (i) Tenant may close down the operations of a Facility in connection with Tenant’s refurbishing, upgrading, or changing the permitted use of such Facility for a commercially reasonable amount of time required to complete such refurbishment, upgrades, or change in use; but in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty period of time exceed two hundred seventy (60270) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Propertydays, and the Minimum Rent shall be reduced by an amount equal (ii) subject to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or Tenant’s restoration obligations contained in this Master Lease, Sections 17 and 18, a Facility may be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal temporarily closed down to the product extent and for the period of the projected net proceeds determined time such Facility is untenantable by reference to such Offer multiplied by the Interest Ratereason of fire or other casualty or condemnation.

Permitted Use. (a) Tenant shall, A. Lessee shall at all times during the Term, Term and at any other time that Tenant Lessee shall be in possession use and occupancy of any Propertythe Cypress Premises, continuously use and operateoperate the Personal Property solely for commercial purposes in strict compliance with the terms of the Cypress Permit, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedthe VANOC Agreement, and any uses incidental theretoApplicable Laws, and shall use reasonable commercial efforts to seek to maximize Gross Revenues. Tenant Lessee shall not use (and shall not permit any Person to use) any Property, the Personal Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditionedLessor. No use shall be made or permitted to be made of any the Personal Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Cypress Premises, the Personal Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor and Lessee shall Tenant not sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property the Cypress Premises any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant Lessee shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant Further, Lessee shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any Property the Cypress Premises or the Personal Property, or any part thereof for its Permitted Use. (b) In B. Lessee shall proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to continuously use and continuously operate the event thatPersonal Property for its Permitted Use under Applicable Laws. Lessor shall reasonably cooperate with Lessee in this regard, at no expense to Lessor, including executing all applications and consents required to be signed by Lessor, to which Lessor has no reasonable objection, in order for Lessee to obtain and maintain such approvals. C. Lessee shall not use or suffer or permit the reasonable determination use of Tenantthe Personal Property for any unlawful purpose. Lessee shall not commit or suffer to be committed any waste of the Personal Property, it or cause or permit any unlawful nuisance thereon or therein. Except as may be required by law or any order of a Court having jurisdiction over the Cypress Premises or Lessee, Lessee shall no longer be economically practical to operate not permit the Personal Property, or any Property as currently operated, Tenant shall give Landlord Notice portion thereof, which Notice shall set forth to be used in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith such a manner as might reasonably impair Lessor’s rights or title thereto or to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice any portion thereof, which Notice shall include or may reasonably allow a copy claim or claims for adverse usage or adverse possession by any person or implied dedication of the Offer executed by such third party. In the event that Landlord shall fail to accept Personal Property or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateany material portion thereof.

Permitted Use. (a) A. Tenant shall, shall at all times during the Term, Term and at any other time that Tenant shall be in possession use and occupancy of any Propertythe Cypress Premises, continuously use and operate, or cause operate the Cypress Premises and the Leased Property solely for commercial purposes in compliance with the terms of the Cypress Permit but recognizing and subject to be used the VANOC Agreement and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoshall use reasonable commercial efforts to seek to maximize Gross Revenues. Tenant shall not use (and shall not permit any Person to use) any Propertythe Cypress Premises, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Cypress Premises or the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Cypress Premises, the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor and Tenant shall Tenant not sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property the Cypress Premises any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Further, Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any Property the Cypress Premises, the Leased Property, or any part thereof for its Permitted Use. (b) In B. Tenant shall proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain all approvals necessary to continuously use and continuously operate the event thatCypress Premises and Leased Property for its Permitted Use under Applicable Laws. Landlord shall reasonably cooperate with Tenant in this regard, at no expense to Landlord, including executing all applications and consents required to be signed by Landlord, to which Landlord has no reasonable objection, in order for Tenant to obtain and maintain such approvals. C. Tenant shall not use or suffer or permit the reasonable determination use of Tenantthe Cypress Premises or Leased Property for any unlawful purpose. Tenant shall not commit or suffer to be committed any waste on the Cypress Premises, it shall no longer or cause or permit any unlawful nuisance thereon or therein. Except as may be economically practical to operate required by law or any Property as currently operatedorder of a Court having jurisdiction over the Cypress Premises, Tenant shall give Landlord Notice not permit the Cypress Premises, the Leased Property, or any portion thereof, to be used in such a manner as might reasonably impair Landlord’s rights or title thereto or to any portion thereof, or may reasonably allow a claim or claims for adverse usage or adverse possession by any person or implied dedication of the Cypress Premises, the Leased Property or any material portion thereof provided that any claims of aboriginal rights or title made by or on behalf of any aboriginal group which Notice shall set forth in reasonable detail do not materially impair the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments Landlord’s rights or title to the Additional Rent and other related matters; provided, however, in no event Cypress Premises under the Permit or Tenant’s operations at the Cypress Premises shall the Minimum Rent not be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms breach of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratesection 4.1.

Permitted Use. The Premises shall be continuously used for the sole purpose of general business offices and/or for receiving, storing, shipping and selling (aother than at retail) products, materials and merchandise made and/or distributed by Tenant and for no other use or purpose. Tenant shall at its own cost and expense obtain any and all licenses and permits necessary for any such use. The overnight parking of automobiles, trucks or other vehicles, and the outside storage of any property including trash or garbage are prohibited. Tenant agrees that it shall, at all times during its own cost and expenses keep its employees, agents, customers, invitees, and/or licensees from parking on any streets running through or contiguous to the Term, and at any other time buildings or development of which the premises are part thereof. Tenant agrees that Tenant shall be in possession no washing of any Property, continuously use type will take place in the premises including the truck apron and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoparking areas. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take any other action which would constitute a nuisance or would disturb or endanger any other tenants of Development or unreasonably interfere with such tenants' use (and of their respective premises or permit any use which would adversely affect the reputation of the Development. Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive, highly flammable or constitutes a hazardous substance or waste. Tenant shall not permit the Premises to be used for any Person purpose (including, without limitation, the storage of merchandise) in any manner which would render the insurance thereon void or increase the insurance rate thereof. Tenant agrees to indemnify and hold Landlord harmless against any and all loss, costs and claims, including attorney's fees relating to the improper storage, handling, transportation or disposal of explosive, highly flammable or hazardous materials or resulting from any other improper use) . Tenant shall comply with all governmental laws, ordinances and regulations applicable to the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of any Propertyviolations or nuisances in or upon, or connected with, the Premises, all at Tenant's sole expense. If, as a result of any portion change in the governmental laws, ordinances and regulations, the Premises must be altered to accommodate lawfully the use and occupancy thereof, for any other use without such alterations shall be made only with the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use but the entire cost thereof shall be made or permitted borne by Tenant; provided that the necessity of Landlord's consent shall in no way create any liability against Landlord for failure of Tenant to be made of any Property comply with such laws, ordinances and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallshall take whatever other actions are necessary so that the Premises and Tenant's use thereof complies with the Fire Prevention Code of the National Fire Protection Association and any other fire prevention laws, at its sole cost (except as expressly provided in Section 5.1.2(b))ordinances, comply rules or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments regulations applicable to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RatePremises.

Permitted Use. Tenant shall use the Premises solely for general office purposes and any incidental uses thereto including, but not limited to, breakrooms, installation of vending machines (afor Tenant's employees) Tenant shalland photocopy areas, at and, subject to Section 5.1.2 below, the Company Store, all times during to the Termextent consistent with the character of the Building as a first-class office building, and at any other time that Tenant shall be in possession of any Property, continuously not use and operate, or cause permit the Premises to be used for any other purpose or purposes whatsoever. Tenant further covenants and operatedagrees that it shall not use, such or suffer or permit any person or persons to use, the Premises or any part thereof in any manner contrary to the provisions of Exhibit D, attached hereto, or in a manner so as to cause a violation of the laws, ordinances, codes, statutes, rules or regulations of the United States of America, the state in which the Real Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedis located, or the ordinances, regulations or requirements of the local municipal or county governing body (including, but not limited to, zoning and building codes) or other governmental or quasi-governmental authorities having jurisdiction over the Real Property (collectively, "Laws"). Tenant shall comply with all recorded covenants, conditions, and any uses incidental theretorestrictions, now affecting the Real Property. Attached hereto as Exhibit J is a list of existing recorded covenants, conditions and restrictions affecting the Real Property, it true, correct and complete copies of which have been delivered to Tenant. Tenant shall also comply with all recorded covenants, conditions, and restrictions affecting the Real Property and executed after the date of execution of this Lease provided that such covenants, conditions, and restrictions and leases do not materially restrict Tenant in Tenant's use of the Premises or materially increase Tenant's obligations or adversely affect Tenants rights under this Lease. Tenant shall not use or allow another person or entity to use any pan of the Premises for the storage, use, treatment. manufacture or sale of "Hazardous Material," as that term is defined below, except for ordinary and general office supplies typically used in the ordinary course of business within office space in first-class office buildings (such as copier toner, liquid paper, glue, ink and shall not permit any Person to usecommon household cleaning supplies) any Property, or any portion thereof, for any other which Tenant must use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied strict compliance with all Insurance Requirementsapplicable Laws. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any actionAs used herein, the taking term "Hazardous Material" means any hazardous or omission of toxic substance, material or waste which materially impairs is or becomes regulated by any local governmental authority, the value state in which the Real Property is located or the usefulness of any Property or any part thereof for its Permitted UseUnited States Government. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant 8.1 The Premises shall be used only for the Permitted Use and for no other purpose. The Tenant, shall, at its own cost and expense, obtain any and all times during licenses and permits necessary for such use. The Tenant shall comply with all governmental laws, ordinances and regulations applicable from time to time to its use of the TermPremises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in or upon, or connected with the Premises, all at any other time that the Tenant's sole expense. 8.2 The Tenant shall not do, suffer or permit anything to be in possession of any done in, on or about the Premises or the Property, continuously nor bring, nor keep anything therein which will in any way affect fire or other insurance upon the Building or any of its contents or which will in any way conflict with any law, ordinance, rule or regulation now or hereafter in force or effect relating to the occupancy and use of the Premises and operatesaid Property, or cause in any way obstruct or interfere with the rights of other lessees or users of the Property, or injure or annoy them, nor use, nor allow the Premises or the Building to be used and operatedfor any improper, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedimmoral, unlawful or objectionable purpose, cooking therein, and nothing shall be prepared, manufactured, or used in the Premises which might emit an odor into the corridors of the building. 8.3 The Tenant will not, without the written consent of the Landlord, use any uses incidental thereto. apparatus, machinery, or equipment or device in, on or about the Premises which may cause any excessive noise or may set up any excessive vibration or excessive floor loads or which in any way would increase the normal amount of electricity agreed to be furnished or supplied under this Lease, or as specified in the Building Standards Manual, and further, the Tenant shall not use (and shall not permit connect with water any Person to use) any Propertyapparatus, machinery, equipment or any portion thereof, for any other use devise without the prior written consent of the Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. The Tenant shall, at its the Tenant's sole cost (except as expressly provided in Section 5.1.2(b))and expense, comply or cause to be complied with all Insurance Requirements. Tenant of the requirements of all municipal, state and federal authorities now or hereafter in force, pertaining to said Premises, and shall faithfully observe in the use of said Premises and Property all municipal ordinances and regulations and state and federal statutes and regulations now or hereafter in force and effect. 8.4 Any change in law or otherwise which may make Tenant's use of the Premises impracticable or impossible shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Useaffect Tenant's obligations under this Lease. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shallshall use the Premises only for the Permitted Use. Tenant will not occupy or use the Premises, at all times during or permit any portion of the TermPremises to be occupied or used, for any business or purpose other than the Permitted Use or for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner or extra hazardous on account of fire, nor shall Tenant use, store, or discharge any “Hazardous Material” as defined in Section 45 hereof, nor permit anything to be done which will in any way increase the rate of insurance on the Building or contents; and at if, by act of Tenant, there is any other time that increase in the rate of insurance on the Building or contents created by Tenant’s acts or conduct, then such acts of Tenant shall be in possession an event of default hereunder and Tenant shall pay to Landlord the amount of such increase on demand. Acceptance of such payment shall not constitute a waiver of any Propertyof Landlord’s other rights provided herein. Tenant will conduct its business and control its agents, continuously use employees and operateinvitees to not create any nuisance, nor interfere with, annoy or cause disturb other tenants or Landlord in the management of the Building. Tenant will maintain the Premises in a clean, healthful and safe condition and will comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies of bodies having jurisdiction thereof) with reference to be used and operatedthe use, such Property condition or occupancy of the Premises as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility well as currently operatedthe provisions of all recorded documents affecting the Building. Tenant will not, and without the prior consent of Landlord, paint, install lighting or install any uses incidental theretosigns, window or door lettering or advertising media of any type on or about the Premises. Tenant shall not use (place a load upon any floor of the Premises exceeding the floor load per square foot which such floor was designated to carry or which is allowed by law. Landlord hereby reserves the right to prescribe the weight and shall not permit any Person position of all safes or other unusually heavy equipment which must be placed so as to use) any Property, or any portion thereof, for any other use without distribute the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditionedweight. No use Business machines and mechanical equipment shall be made or permitted to be made of any Property placed and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited maintained by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallTenant, at its Tenant’s sole cost (except as expressly provided and expense, in Section 5.1.2(b))settings sufficient in Landlord’s judgment to absorb and prevent transmission of vibration, comply or cause to be complied with all Insurance Requirementsnoise and annoyance. Tenant shall not take install or omit to take, use in the Premises any electrical machinery or permit to be taken appliances which in Landlord’s sole judgment may overload the electrical wiring or omitted to be taken, any action, equipment capacity in the taking or omission of which materially impairs the value Premises or the usefulness of any Property or any part thereof for its Permitted UseBuilding. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. The use of the Premises by Tenant and Tenant’s assignees and subtenants and their respective agents, advisors, employees, partners, shareholders, directors, customers, clients, visitors, invitees and independent contractors (acollectively, “Tenant’s Agents”) shall be solely for the Permitted Use specified in the Basic Lease Information and for no other use. Subject to the terms of this Lease and all applicable Laws, Tenant shallshall be provided access to the Premises twenty-four (24) hours a day, at all times seven (7) days a week during the Term. Tenant shall not permit any waste or any objectionable or unpleasant odor, smoke, dust, gas, noise or vibration to emanate outside of the Building. The Premises shall not be used to create any nuisance or trespass, for any illegal purpose, for any purpose not permitted by Laws (as hereinafter defined), for any purpose that would invalidate the insurance or increase the premiums for insurance on the Premises, the Building or the Project or for any purpose or in any manner that would interfere with other tenants’ use or occupancy of the Project. Tenant shall pay to Landlord, as Additional Rent, any increases in premiums on policies resulting from Tenant’s use of the Premises for other than general office and at research and development uses or any other time that use or action by Tenant shall be in possession or Tenant’s Agents which increases Landlord’s premiums or requires additional coverage by Landlord to insure the Premises. Tenant agrees not to overload the floor(s) of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretothe Building. Tenant shall not use (and shall not permit the Premises in any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which manner that will cause the cancellation of any insurance policy covering such Property Building or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide not to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by conform with the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriterBuilding’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value Sustainability Practices or the usefulness certification of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments Building issued pursuant to the Additional Rent and other related mattersapplicable Green Building Standards, if any; provided, however, that in no event shall such practices or certification requirements or the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty foregoing restriction have the effect of interfering (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale other than to a third party. If de minimis extent) with Tenant’s conduct of business at the Premises in a manner consistent with the Permitted Use or result in additional cost to Tenant receives (other than to a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratede minimis extent).

Permitted Use. (a) Tenant shall, at all times The Leased Premises may be used and occupied for any lawful purposes during the TermTerm of this Lease, including, without limitation, the purposes specified in Section 1.1(n) above, and at any other time uses selected by Tenant, in Tenant's sole discretion, which are not otherwise prohibited at law and which relate to or supplement any of the foregoing. It is hereby acknowledged that Tenant's initial use of the Leased Premises will be for the purpose specified in Section 1.1(n), as well as for such other uses selected by Tenant, in Tenant's sole discretion, which are not otherwise prohibited at law. Upon the request of Tenant, Landlord will join with Tenant in applications or proceedings to obtain any required or desired use permits or licenses for the Leased Premises; provided, however, that Tenant shall be bear all costs in possession connection therewith. Notwithstanding the foregoing, Tenant may not apply or seek to change the legal use of the Leased Premises from that specified in Section 1.1(n) if such other use would: (A) have an adverse effect on the fair market value of the Leased Premises, (B) increase the likelihood that Tenant, Landlord or Lender would incur liability under any provisions of any Property, continuously use and operateHazardous Substance Laws, or cause (C) result in or give rise to be used and operatedany environmental deterioration or degradation of the Leased Premises, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use or (and shall not permit any Person to useii) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or purpose which would constitute a default under public or private nuisance or waste or which would violate any ground lease affecting such Propertyof the provisions of any Permitted Encumbrance, nor shall Tenant sell or otherwise provide to residents or patients thereinany Legal Requirements, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, requirements or any other insurance policies required covenants, restrictions or agreements hereafter created by or consented to be carried hereunder, or fire underwriter’s regulations. by Landlord and Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause which are applicable to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted UseLeased Premises. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall Notwithstanding anything contained or set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments this Lease to the Additional Rent and other related matters; providedcontrary, howevernothing set forth in this Lease shall be construed, in any manner whatsoever, as an express or implied covenant on the part of Tenant to commence business operations or to thereafter continuously operate any business operations on the Leased Premises, and Landlord specifically acknowledges that there is no event shall covenant of initial or continuous operation on the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy part of the Offer executed by such third party. In the event that Landlord shall fail to accept Tenant, express or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateimplied.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Courtyard by Marriott hotel (or as currently operated, a hotel under any successor brand name) and any uses incidental theretothereto in accordance with the terms of the Franchise Agreement. Subject to Section 16.3, Tenant shall not use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.3(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operateda Courtyard by Marriott hotel or if the Franchisor shall terminate the Franchise Agreement, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent Rent, the Reserve and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyabated. In the event that Landlord shall fail to accept or reject operating the Leased Property for such Offer within thirty (30) days after receipt of such Notice, such Offer alternative use shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective outside of Tenant's expertise as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds reasonably determined by reference Tenant, Tenant may engage a third party Manager, reasonably acceptable to Landlord, for such Offer multiplied by the Interest Ratepurpose.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant The Leased Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property occupied only for the Permitted Use (as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, hereinafter defined) and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulationspurposes. Tenant shall, at its own cost and expense, comply with all Federal, state and municipal laws, ordinances, rules and regulations issued by any governmental authority and all covenants, conditions and restrictions of record which relate to the condition of the Leased Premises, to the extent caused or created by the act or omission of Tenant, its agents, servants, employees, contractors or invitees, or Tenant’s specific use, or manner of use or occupancy, of the Leased Premises. Tenant may, at its sole cost and expense, contest the denial of any application made by Tenant pursuant to, or in order to comply with, any Federal, state or municipal law, ordinance, rule and/or regulation relating to Tenant’s specific use, or manner of use or occupancy, of the Leased Premises, provided that: (except as expressly a) at the time such contest is made, Tenant is not in default of any of the terms or provisions of this Lease beyond the expiration of any applicable notice and cure periods; and (b) such contest, whether or not Tenant prevails therein, does not: (i) require alteration of any of the fixtures, systems or structural elements of the Building; (ii) require Landlord or any other tenant of the Building to incur any costs or expenses; and/or (iii) affect any other tenant of the Building in any manner. For purposes hereof, the term “Permitted Use” shall mean general, executive and administrative offices, including a conference center, seminar rooms, mock retail area (including the storage and display of goods and products in connection therewith, provided in Section 5.1.2(b)that no actual retail sales are made therein), comply or cause to be complied with all Insurance Requirementstraining center and data center. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, have use of the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments Common Areas subject to the Additional Rent terms and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms provisions of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateLease.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant The Premises shall be in possession used only for the Permitted Use and for no other use, of any Propertykind, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretowhatsoever. Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in a manner constituting a Prohibited Use (and as hereinafter defined). Without limitation, Tenant shall not use or permit any Person to usethe use of the Premises (including, without limitation, the Tenant Materials Storage Area, the Rooftop Area and/or the Penthouse Area) any Property, or any portion thereof, for any other use without the prior written consent of purpose which is illegal, dangerous to persons or property or which, in Landlord’s reasonable opinion, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or disturbs any other insurance policies required to be carried hereunder, tenants of the Building or fire underwriter’s regulationsinterferes with the operation of the Building. Tenant shall, at its sole cost and expense, comply with all Laws regarding the operation of Tenant’s business in the Premises and the use, condition, configuration and occupancy of the Premises; provided, however, Tenant shall not be obligated to make structural alterations or alterations to the Building Systems except to the extent such obligations arise out of or result from (except i) the specific manner and nature of Tenant’s use or occupancy of the Premises, as expressly provided distinguished from general laboratory or office use, (ii) Alterations made by Tenant, or (iii) a breach by Tenant of any provisions of this Lease. In addition, subject to Landlord performing its repair and maintenance obligations set forth in Section 5.1.2(b))7.2 below, from and after the delivery of the Premises to Tenant, Tenant shall cause the Premises to comply or cause to be complied with all Insurance Requirementsapplicable Laws, to the extent such obligations arise out of or result from (x) the specific manner and nature of Tenant’s use or occupancy of the Premises, as distinct from general laboratory/life science use, (y) Alterations made by Tenant, or (z) a breach by Tenant of any provisions of this Lease. Tenant shall, at its sole cost and expense, obtain and at all times maintain all licenses, approvals, and permits required for the lawful conduct of the business operations of Tenant in the Premises, including the conduct of its scientific activities in the Premises, or the transportation, storage, handling, use and disposal of Hazardous Materials, chemical or biological substances or organisms, animals, and/or laboratory specimens. Upon request of Landlord from time-to-time, Tenant shall provide copies of such licenses, permits and approvals to Landlord. Landlord will exercise commercially reasonable efforts to cooperate with the efforts of Tenant to obtain and maintain such licenses, permits or approvals; provided, however, Landlord will not be required to incur any costs, expenses, liabilities or obligations in connection therewith. Immediately upon receipt, Tenant shall provide Landlord with copies of any notices or other communications concerning the termination or expiration of any such permits, licenses or approvals, or concerning or alleging a violation or alleged violation by Tenant of any Laws. All operators acting by or on behalf of Tenant who travel in the Common Areas of the Building shall abide by the so-called one glove rule and remove lab coats. Tenant shall not take or omit to take, or permit cause chemical lists and MSDS sheets to be taken or omitted readily available at the entrance to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, each lab area in the reasonable determination Premises or pursuant to another means of Tenant, it shall no longer be economically practical review reasonably acceptable to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related mattersLandlord; provided, however, in no event all events such chemical lists and MSDS sheet shall be (i) kept in a hard copy (paper) form located in the Minimum Rent be reduced or abated as a result thereofPremises, and (ii) otherwise in compliance with all applicable requirements of the City of Cambridge Fire Department. If Tenant shall cause lab operators carrying any lab-related materials to travel only within the Premises, and to and from the Tenant Materials Storage Area, common corridors, all elevators, and the loading dock. Without limitation, Landlord may elect, at any time and Tenant fail from time to agree on an alternative use time, to inspect the Premises for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement compliance with the terms of such Offerthis Section 5.1, and to undertake monitoring and testing of the compliance by Tenant with the foregoing requirements and conditions, including, without limitation, monitoring and testing within the Premises. Tenant shall give Landlord Notice thereofcooperate with all such inspection, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected monitoring and testing activities conducted by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretooccupied by Tenant only for Permitted Uses. Tenant The Premises shall not use (and shall not permit in any Person to use) any Propertyevent be used for medical, dental, governmental, utility company or employment agency offices or for residential purposes, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by applicable law or by under the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted UseCondominium Documents. (b) In Tenant agrees to conform to the event thatfollowing provisions during the Term of this Lease: (i) Tenant shall cause all stock and other freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established by Landlord and the Condominium Trustees. (ii) Tenant will not place on the interior or exterior surfaces of windows, or in any window areas so as to be visible from outside the Building, or on any surface of the Building or the Property outside of the Premises, any signs, symbol, advertisement or the like without having first obtained the written consent of Landlord (and, if required, of the Condominium Trustees). Any request for consent shall be accompanied by an accurate rendering of such display (including size, color, material, location and method of affixation). Tenant shall be responsible for obtaining any and all permits, licenses or approvals required for the installation and maintenance of all such exterior signs. At the expiration or earlier termination of this Lease, the Tenant shall remove such signage as Landlord or the Condominium Trustees may require, and repair any damage caused thereby and restore the underlying surface. (iii) Tenant shall not perform any act or carry on any practice which may injure the Premises, or any other part of the Building, or cause any offensive odors or loud noise or constitute a nuisance or a menace to, or otherwise interfere with the business of, any other tenant or tenants or other persons in the Building, or which is in violation of the Condominium Documents. (iv) Tenant shall, in its use of the Premises, comply with the requirements of all applicable governmental laws, rules and regulations, including without limitation all applicable health and sanitation codes, the requirements of the Massachusetts Architectural Access Board and the Americans With Disabilities Act of 1990, as amended. (v) Tenant shall, in its use of the Premises, comply in every respect and detail with the Condominium Documents. Tenant acknowledges receipt of the Condominium Documents and that it has reviewed the same. (vi) Tenant shall not engage in any fire, distress or bankruptcy sale in the Premises, nor shall Tenant permit the Premises to be used by others for such purposes, but Tenant may have all reasonable determination and customary sales including, without limitation, sales in connection with permitted changes of Tenant, it shall no longer be economically practical to operate any Property as currently operateduse. (vii) To the extent that the same are not publicly available, Tenant shall give Landlord Notice thereofsubmit to Landlord, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaidthe end of each calendar year, audited financial statements of Tenant may market covering such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the calendar year, and fairly presenting Tenant’s financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective condition as of the date end of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateyear.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, Premises and at any other time that Tenant the Building Perimeter shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property occupied by Tenant only for the purposes specified as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedthe use thereof in Section "1.2" of this Lease, and for no other purpose or purposes. (b) Tenant further agrees to conform to the following provisions during the entire term of this Lease: (1) No auction, fire or bankruptcy sales may be conducted within the Premises without the previous consent of Landlord; (2) Except as provided below, Tenant may not use any uses incidental theretoportion of the Common Area adjacent to the Premises, for any retail purpose unless expressly permitted by Landlord; Tenant may not use any outside loudspeakers; Tenant may not use any of the Common Area or any area outside the Premises for the storage of any goods, products or other materials whether in trailers, storage containers or otherwise. During construction of the Improvements, Landlord shall designate a staging area for Tenant's construction in which construction materials may be temporarily stored, provided they are properly screened and secured. Landlord shall not be responsible for any of Tenant's materials or those of its contractors; (3) It is expressly understood that the Tenant shall not use (violate any of the Prohibited and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditionedExclusive Uses set forth on Exhibit "U" attached hereto. No use Any such violation shall be made or permitted to be made an Event of any Property Default with a twenty (20) day notice and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof cure period; (unless another adequate policy 4) Until removal is available) or which would constitute a default under any ground lease affecting such Propertyeffected, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost and expense, keep all garbage or refuse in the Premises or in Tenant's dumpster suitably covered so that the same is not visible to the public and the Tenant shall comply with any and all recycling and other environmental laws in connection therewith; and (except as expressly provided in Section 5.1.2(b))5) Tenant shall use its best efforts not to perform any act or carry out any practice which may injure the Premises, comply or any other part of the Shopping Center, or cause any offensive odors or loud noise in violation of municipal requirements or constitute a nuisance or a menace to be complied with all Insurance Requirementsany other tenant or tenants or other persons in the Shopping Center. Tenant shall not take cause all deliveries to the Premises to be made at the rear or omit to takeside of the Premises. No delivery vehicles may be parked, or permit stopped in front of the Premises to be taken or omitted to be taken, deliver any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Usegoods. (bc) In the event that, in the reasonable determination of Tenant, it Tenant shall no longer be economically practical obligated to operate any Property the Embassy Bank for at least one (1) day as currently operated, Tenant indicated herein. The failure to open for business within twelve (12) months after all approvals are received and Building Pad is delivered shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail constitute an Event of Default. It is understood that after the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy initial opening of the Offer executed Embassy Bank, there is no covenant by such third party. In Tenant of continuous operation and as long as Tenant is paying its rent and complying with all other obligations under this Lease, the event that Landlord failure to continuously operate shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall not be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as an Event of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateDefault.

Permitted Use. (a) Tenant shall, at all times may use and occupy the Premises during the Termcontinuance of this Lease only for the "Permitted Use" described on the Summary/Signature Page of this Lease [and/or in the Special Provisions], and at any for no other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use purpose without the prior written consent of Landlord. Unless otherwise authorized herein or expressly provided by applicable laws or regulations, which approval the Premises shall not constitute or be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made used as a "place of any Property public accommodation" as defined in the Americans with Disabilities Act of 1990 and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s applicable federal regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), shall promptly comply or cause to be complied with all Insurance Requirementslaws, ordinances and governmental orders and regulations in any way affecting the cleanliness, occupation or use of the Premises or the physical accommodations, facilities and equipment therein. No auctions, fire sales, truckload sales, sidewalk sales, inventory reduction sales, liquidation sales, bankruptcy sales, "going out of business" sales or sales of similar import any be conducted on or about the premises except upon Landlord's prior written consent in each instance. Tenant agrees to conduct its business in the Premises during the regular and customary hours for such type business in a lawful manner, in good faith and in such a manner that Landlord will at all times received the maximum amount of Rent consistent with the profitable operation of Tenant's business on the Premises. Tenant shall not take conduct wholesale, factory outlet or omit to takewarehouse business on the Premises, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereofdiscount store, or otherwise engage in heavily discounted sales from the Premises. If Landlord For purposes of this Lease, "heavily discounted" sales shall mean those advertised or promoted at reductions of greater than fifty percent (50%) from retail prices. Tenant further agrees to maintain the interior of its Premises with tastefully decorated and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Propertyappointed furnishings and store fixtures, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offerwith top-quality display racks, thencounters, effective as of the proposed date of such saleshelving, this Agreement shall terminate with respect to such Property, floor and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratewall coverings.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such (i) each Senior Housing Property as a skilled nursing/ nursing/intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto, and (ii) each Rehabilitation Hospital Property as a rehabilitation hospital, clinic or professional level health or medical services facility, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent (if applicable) and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during shall use the TermPremises only for the Permitted Use of the Premises specified in the Basic Lease Information and for lawful purposes incidental thereto, and at any no other time that purpose whatsoever. Tenant shall not do or permit to be done in, on or about the Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in possession of any way conflict with any law, ordinance, rule, regulation or order now in force or which may hereafter be enacted, or which is prohibited by any insurance policy carried by Landlord for the Property, continuously use and operateor will in any way increase the existing rate of, or disallow any fire rating or sprinkler credit, or cause a cancellation of, or affect any insurance for the Property. If Tenant causes any increase the premium for any insurance covering the Property carried by Landlord, Tenant shall pay to Landlord, on written demand as additional rent, the entire amount of such increase. Tenant shall not do or permit anything to be used and operateddone in or about the Premises which will in any way obstruct or interfere with the rights of Landlord or other tenants of the Property, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoor injure or annoy them. Tenant shall not use (and or allow the Premises to be used for any improper, immoral, unlawful or objectionable activity, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises or commit or suffer to be committed any waste in, on or about the Premises. Tenant shall not permit store any Person to usematerials, equipment or vehicles outside the Premises and agrees that no washing of any type (including washing vehicles) shall take place in or outside the Premises. Tenant shall not receive, store or otherwise handle any Property, product or material that is explosive or highly inflammable. Tenant shall not install any portion thereof, for any other use signs on the Premises without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant's expense, comply remove all such signs prior to or cause to be complied with all Insurance Requirements. Tenant shall not take upon termination of this Lease, repair any damage caused by the installation or omit to takeremoval of such signs, or permit to be taken or omitted to be taken, any action, and restore the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments Premises to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms condition that existed before installation of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratesigns.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or and cause the Manager to be used use and operatedoperate, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, Wyndham Hotel and any uses incidental thereto. Tenant shall not use (and shall direct the Manager not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.3(b)), comply (or cause direct the Manager to be complied comply) with all Insurance Requirements. Tenant shall not take or omit to take (and Tenant shall direct the Manager not to take or omit to take, or permit to be taken or omitted to be taken, ) any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operateda Wyndham Hotel, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property or substitution of one or more other properties for the Leased Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateabated.

Permitted Use. Tenant will not use the Premises for any purpose other than general and administrative office, training, storage and cafeteria uses, and any/or other lawful purposes (“Permitted Use”). Tenant will not conduct such Permitted Use of the Premises, or allow such Permitted Use to be conducted by any Tenant Parties, in violation of any Requirements or in any manner which would (a) Tenant shall, at all times during violate any certificate of occupancy affecting the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. ; (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical make void or voidable any insurance that Landlord is required to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments maintain under this Lease with respect to the Additional Rent and other related mattersProperty; or (c) constitute a public or private legal nuisance or waste; provided, however, that that it is acknowledged that the use of the Premises generally for general and administrative offices, training, storage and cafeteria uses in no event shall accordance with the Minimum Rent other provisions of this Lease will not be reduced deemed to violate the terms of this Section 4.1. Tenant will not use the Common Area in any manner that is inconsistent with the Permitted Use nor in any manner that unreasonably interferes with the use of the Property by other occupants or abated users of the Property (it being agreed that the Permitted Use and the exercise of Tenant’s rights under this Lease will not be deemed to constitute a violation of the terms of this sentence). If Tenant’s particular use or occupancy of the Premises or Property (other than for general and administrative offices, training or storage uses) causes or requires Landlord to incur any unusual or extraordinary costs or expenses (including, without limitation, costs for any (i) special governmental permits, (ii) special maintenance, monitoring, inspection or reporting requirements which are, in all event, required as a result thereof. If of Laws first enacted after the Commencement Date, or changes to existing Laws first enacted after the Commencement Date, (iii) additional insurance premiums, surcharges, policies or coverages, or (iv) other matters required solely as a result of Tenant’s particular use or occupancy of the Premises or Property), Landlord may ▇▇▇▇ Tenant directly therefor and Tenant fail will pay all such cost and expense so billed to agree on an alternative use for Landlord as Additional Rent. During any period within the Term that Tenant is not occupying and operating the Premises (excluding any such Property within sixty (60) days after commencing negotiations as aforesaidperiod during which the Premises are being repaired or restored in connection with a casualty, and then only excluding the portion of the Premises being repaired or restored), Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy will keep those portions of the Offer executed by Premises visible from the Common Area from appearing abandoned, including, without limitation, keeping such third party. In the event areas lighted during Business Hours, free of stored materials, clean and otherwise maintained such that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateit is not apparent that business is not being conducted therein.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such the Leased Property as a skilled nursing/ intermediate care/an independent living/assisted living/ special care/group home living facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any the Leased Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Propertythe Leased Property (if any), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant covenants and agrees that it shall, at all times during throughout the Term, and at any other time that Tenant shall be in possession Term of any Propertythis Agreement, continuously use and operate, or cause to be used occupy the Leased Property solely and operated, such Property exclusively as a skilled nursing/ intermediate care/first class independent living/living facility (and, subject to Landlord's consent pursuant to Section 4.1.2 below, as a first class licensed assisted living/ special care/group home facility as currently operatedliving and dementia care facility), and any for such other uses as may be necessary or incidental thereto. Tenant shall not to such use (such as services provided directly to residents by Tenant or under Service Licenses, as such term is defined below), with appropriate amenities for the same and for no other purpose without interruption except for minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall not permit any Person be carried out pursuant to, and in accordance with the applicable provisions of this Agreement (the foregoing being referred to use) any Property, or any portion thereof, for any other use without as the "Permitted Use"). Without the prior written consent of the Landlord, which approval shall not no Affiliated Person of Tenant may be unreasonably withhelda subtenant or concessionaire in the Leased Property, delayed or conditionedprovided however that Landlord hereby consents and agrees that a qualified and fully-insured Affiliated Person of Tenant may provide therapy and therapy-related services at the Facility for customary and appropriate charges. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In , or causes the event that, in the reasonable determination of Tenant, it shall Leased Property to no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as considered a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefirst class facility.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be use the Premises solely for the Permitted Use set forth in possession Section 13 of any Property, continuously use the Summary and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not or permit any Person the Premises or the Project to use) any Property, or any portion thereof, be used for any other use purpose or purposes whatsoever without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriterwithheld in Landlord’s regulationssole discretion. Tenant shall, at its sole own cost (except as expressly provided in Section 5.1.2(b))and expense, comply obtain and maintain any and all licenses, permits, and approvals necessary or cause appropriate for its use, occupation and operation of the Premises for the Permitted Use. Tenant’s inability to be complied with all Insurance Requirementsobtain or maintain any such license, permit or approval necessary or appropriate for its use, occupation or operation of the Premises shall not relieve it of its obligations under this Lease, including the obligation to pay Base Rent and Additional Rent. Tenant further covenants and agrees that Tenant shall not take or omit to takeuse, or suffer or permit any person or persons to be taken or omitted to be taken, any actionuse, the taking or omission of which materially impairs the value or the usefulness of any Property Premises or any part thereof for its Permitted Use. (b) In any use or purpose contrary to provisions of the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall Rules and Regulations set forth in reasonable detail Exhibit D, attached hereto (as the reasons therefor. Thereaftersame may be modified or rescinded from time to time), Landlord and Tenant shall negotiate or in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms violation of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy laws of the Offer executed United States of America, the state in which the Project is located, the ordinances, rules, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, or all recorded covenants, conditions, and restrictions now or hereafter affecting the Project including, without limitation, any certificate of occupancy, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by such third partyapplicable laws now or hereafter in effect (collectively, the “Law(s)”). In A violation of the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer Rules and Regulations by Tenant shall be deemed a default under this Article 5 Tenant shall not do or permit anything to be rejected by Landlord. If Landlord shall sell done in or about the Property pursuant to such Offer, then, effective as Project which will in any way damage the reputation of the date Project or obstruct or interfere with the rights of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product other tenants or occupants of the net proceeds of sale received by Landlord multiplied by Project, or injure or annoy them or use or allow the Interest Rate. If Landlord Project to be used for any improper, unlawful or objectionable purpose, nor shall reject (Tenant cause, maintain or be deemed to have rejected) such Offerpermit any nuisance in, then, effective as of on or about the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RatePremises.

Permitted Use. (a) Tenant shall, and shall cause the Management Parties to, at all times during the Term, Term and at any other time that Tenant and the Management Parties shall be in possession of any the Leased Property, continuously use and operate, or cause the Management Parties to be used continuously use and operatedoperate, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home hotel facility as currently operatedin a manner consistent with the Management Agreement and shall use reasonable good faith efforts to seek to maximize Gross Revenues. Subject to Section 16.3, Tenant shall not, and any uses incidental thereto. Tenant shall not ensure that the Management Parties shall not, use (and shall not permit any Person to use) any the Leased Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property the Leased Property, and no acts shall be done thereon thereon, which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor and Tenant shall Tenant not, and shall ensure that the Management Parties shall not, sell or otherwise provide to residents or patients therein, or permit to be kept, used used, or sold in or about any Property the Leased Property, any article which may be prohibited by law law, or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Further, Tenant shall not not, and Tenant shall ensure that the Management Parties shall not, take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain, or to cause the Management Parties to obtain and maintain, all approvals necessary to use and operate, for its Permitted Use, the Leased Property and the Hotels located thereon under applicable law. Landlord Notice thereofshall cooperate with Tenant in this regard, which Notice including, without limitation, by executing all applications and consents required to be signed by Landlord in order for Tenant to obtain and maintain such approvals. (c) Tenant shall set forth in reasonable detail the reasons therefor. Thereafternot, Landlord and Tenant shall negotiate in good faith to agree on an alternative ensure that the Management Parties shall not, use for such or suffer or permit the use of the Leased Property or Tenant’s Personal Property, appropriate adjustments to the Additional Rent and other related matters; providedif any, howeverfor any unlawful purpose. Tenant shall not, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail shall ensure that the Management Parties shall not, (i) commit or suffer to agree be committed any waste on an alternative use for such Property within sixty the Leased Property, or in the Hotels, or cause or permit any unlawful nuisance thereon or therein, or (60ii) days after commencing negotiations as aforesaidpermit the Leased Property, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice or any portion thereof, which Notice shall include to be used in such a copy manner as (A) might reasonably impair Landlord’s title thereto or to any portion thereof; or (B) may reasonably allow a claim or claims for adverse usage of adverse possession by the public, as such, or of implied dedication of the Offer executed by such third party. In the event that Landlord shall fail to accept Leased Property or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateany portion thereof.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the names Travel Centers of America, Goasis or Petro, or such other name as TA shall use for the travel center locations operated by it and its Affiliated Persons. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product eight and one half percent (8.5%) of the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product eight and one half percent (8.5%) of the projected net proceeds determined by reference to such Offer multiplied (and, at Landlord’s request, Tenant shall cause TA (or its Affiliated Persons) to enter into a franchise agreement on market terms with Landlord or Landlord’s designee providing for the operation of such Property by Landlord or such designee as a Travel Center under the Interest RateTA brand at the Property). Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than five(5) Properties during the Term.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ nursing/intermediate care/independent living/assisted living/ living/special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product ten percent (10%) of the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product ten percent (10%) of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateOffer.

Permitted Use. (a) Tenant covenants and agrees that it shall, at all times during throughout the Term, and at any other time that Tenant shall be in possession Term of any Propertythis Agreement, continuously use and operate, or cause to be used occupy the Leased Property solely and operated, such Property exclusively as a skilled nursing/ intermediate care/independent living/first class licensed assisted living/ special care/group home facility as currently operatedliving and dementia care facility, and any for such other uses as may be necessary or incidental thereto. Tenant shall not to such use (such as services provided directly to residents by Tenant or under Service Licenses, as such term is defined below), with appropriate amenities for the same and for no other purpose without interruption except for minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall not permit any Person be carried out pursuant to, and in accordance with the applicable provisions of this Agreement (the foregoing being referred to use) any Property, or any portion thereof, for any other use without as the "Permitted Use"). Without the prior written consent of the Landlord, which approval shall not no Affiliated Person of Tenant may be unreasonably withhelda subtenant or concessionaire in the Leased Property, delayed or conditionedprovided however that Landlord hereby consents and agrees that a qualified and fully-insured Affiliated Person of Tenant may provide therapy and therapy-related services at the Facility for customary and appropriate charges. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In , or causes the event that, in the reasonable determination of Tenant, it shall Leased Premises to no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as considered a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefirst class facility.

Permitted Use. (a) Tenant covenants and agrees that it shall, at all times during throughout the Term, and at any other time that Tenant shall be in possession Term of any Propertythis Agreement, continuously use and operate, occupy (subject to any condemnation or cause to be used casualty) the Leased Property solely and operated, such Property exclusively as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility hotel for the accommodation of hotel guests, with appropriate amenities for the same and for permitted subleases as currently operatedcontemplated in ARTICLE 16 hereof and for no other purpose without interruption except for minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall be carried out pursuant to, and any uses incidental theretoin accordance with the applicable provisions of this Agreement, (the foregoing being referred to as the "Permitted Use"). Tenant shall not use (and shall not permit any Person to use) any PropertyIn addition, or any portion thereofexcept as provided in Section 16.8, for any other use without the prior written consent of the Landlord, which approval shall will not be unreasonably withheld, delayed no Affiliated Person of Tenant may be a subtenant or conditionedconcessionaire in the Leased Property and any sublease or concession agreement with an Affiliated Person shall be on "arms length", commercially reasonable terms. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article Article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit subject to be taken or omitted Landlord complying with its obligations under ARTICLE 5, omit to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shallshall use the Premises only for the Permitted Use. Tenant will not occupy or use the Premises, at all times during or permit any portion of the TermPremises to be occupied or used, for any business or purpose other than the Permitted Use or for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner or extra hazardous on account of fire, nor shall Tenant use, store or discharge any "Hazardous Material" as defined in Section 46.0 hereof, nor permit anything to be done which will in any way increase the rate of insurance on the Building or contents; and at in the event that, by reasons of acts of the Tenant, there shall be any other time that increase in the rate of insurance on the Building or contents created by Tenant's acts or conduct of business, then such acts of Tenant shall be in possession deemed to be an event of default hereunder and Tenant hereby agrees to pay to Landlord the amount of such increase on demand, and acceptance of such payment shall not constitute a waiver of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoof Landlord's other rights provided herein. Tenant shall will conduct its business and control its agents, employees and invitees in such a manner as not use to create any nuisance, nor interfere with, annoy or disturb other tenants or Landlord in the management of the Building. Tenant will maintain the Premises in a clean, healthful and safe condition and will comply, at Tenant's expense, with all laws, ordinances, orders, rules and regulations (state, federal, municipal and shall not permit any Person other agencies of bodies having jurisdiction thereof) with reference to the use) any Property, condition or any portion thereofoccupancy of the Premises, for any other use including, without limitation, ADA. Tenant will not, without the prior written consent of the Landlord, which approval shall not be unreasonably withheldpaint, delayed install lighting or conditioned. No use shall be made decorations, or permitted to be made install any signs, window or door lettering or advertising media of any Property and no acts shall be done thereon which will cause type on or about the cancellation of any insurance policy covering such Property Premises or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Usethereof. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession subject to temporary periods for the repair of any Propertydamage caused by casualty or Condemnation, continuously use and operate, or cause to be used and operated, such operate each Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, an extended stay hotel and any uses incidental thereto. Tenant shall not use (and shall not or permit to be used any Person to use) any Property, Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall not change the brand of the Hotels without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, it being agreed that, on the Commencement Date, the Hotels shall be operated under the "Candlewood Hotel" brand. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operateda Candlewood hotel, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Propertythe Property or a replacement property therefor (in which event the affected Property shall be transferred to Tenant's designee), appropriate adjustments to the Additional Rent and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateabated.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Residence Inn by Marriott hotel (or as currently operated, a hotel under any successor brand name) and any uses incidental theretothereto in accordance with the terms of the Franchise Agreement. Subject to Section 16.3, Tenant shall not use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.3(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operateda Residence Inn by Marriott hotel or if the Franchisor shall terminate the Franchise Agreement, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent Rent, the Reserve and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyabated. In the event that Landlord shall fail to accept or reject operating the Leased Property for such Offer within thirty (30) days after receipt of such Notice, such Offer alternative use shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective outside of Tenant's expertise as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds reasonably determined by reference Tenant, Tenant may engage a third party Manager, reasonably acceptable to Landlord, for such Offer multiplied by the Interest Ratepurpose.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ living/special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times The Licensee covenants and agrees that it shall use the Premises for the Permitted Use and for no other purpose. The Licensee covenants and agrees that during the Term, the Licensee shall: (a) remove all of the Licensee’s personal property from the Premises and store the same in such area(s) as designated by the Licensor between each use of the Premises at any other time that Tenant shall be the times set out on Schedule “B”; (b) deliver the Premises in possession a good, clean and tidy condition to the Licensor after each use of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall the Premises at the times set out on Schedule “B”; (c) not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, do or permit to be kept, used done on the Premises anything which is illegal or sold in or about any Property any article which may be prohibited by law or by become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the standard form Licensor or to the tenants, other licensees or occupiers of fire insurance policies, the Property or any other insurance policies required to be carried hereunder, owner or fire underwriter’s regulations. Tenant shall, occupier of neighbouring property; (d) not use or store any Hazardous Substances at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall the Premises and not take or omit to take, do or permit to be taken or omitted to be taken, any action, done anything at the taking or omission of which materially impairs the value Premises or the usefulness of any Property that may contaminate all or any part thereof for its Permitted Use.of the Property or the soil or water of neighbouring properties to the Property; (be) In operate the event thatPermitted Use from the Premises in a professional, courteous, first class and reputable manner and in a clean, safe and neat condition; (f) not damage or permit to be damaged the Premises, the Common Areas, the Property, neighbouring properties of the Property, the personal property of the Licensor at the Property, or the personal property of the tenants, other licensees and occupiers of the Property or neighbouring properties; (g) not obstruct or interfere with any accessways at the Property; (h) not park vehicles or permit parking of vehicles at the Property by the Licensee, its employees and customers other than in spaces designated by the Licensor for customer parking in the reasonable determination of Tenant, it shall no longer be economically practical Common Areas; (i) to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments pay directly to the Additional Rent relevant authorities when due any and other related matters; providedall fees, however, in no event shall levies and taxes assessed on the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use Licensee for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy operation of the Offer executed by such third party. In Permitted Use at the event that Landlord shall fail to accept Premises; and (j) not do or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed permit to be rejected by Landlord. If Landlord shall sell done anything at the Premises or the Property pursuant to such Offerthat would result in the Licensor’s insurance being cancelled or its insurance premiums for the Property being increased or which would put the Licensor in default of any of its government permits, thenlicences, effective as consents, or approvals for the Property or which would put the Licensor in default of the date provisions of such saleother leases, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product licences or occupancy agreements for parts of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession subject to temporary periods for the repair of any Propertydamage caused by casualty or Condemnation, continuously use and operate, or cause to be used and operated, such operate each Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, an extended stay hotel and any uses incidental thereto. Tenant shall not use (and shall not or permit to be used any Person to use) any Property, Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall not change the brand of the Hotels without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, it being agreed that, on the Commencement Date, the Hotels shall be operated under the "Candlewood Hotel" brand. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof that is required hereunder (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operateda Candlewood hotel, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Propertythe Property or a replacement property therefor (in which event the affected Property shall be transferred to Tenant's designee), appropriate adjustments to the Additional Rent and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateabated.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/an independent living/assisted living/ special care/group home living facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product nine percent (9%) of the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product nine percent (9%) of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateOffer.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/an independent living/assisted living/ special care/group home living facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section SECTION 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; providedPROVIDED, howeverHOWEVER, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”"OFFER") to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product nine percent (9%) of the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product nine percent (9%) of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateOffer.

Permitted Use. Tenant shall use the Premises only for ------------- the following "Permitted Use": general office and research use and other lawful uses; provided such other lawful uses do not materially and adversely impact the value, marketability or development opportunities on the Property. Tenant shall not do or permit to be done in, on or about the Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, ordinance, rule, regulation or order now in force or which may hereafter be enacted. Tenant shall not do or permit to be done in, on or about the Premises, nor bring or permit to be brought or kept therein, anything which Tenant has been notified by Landlord is prohibited by any insurance policy carried by Landlord for the Property, provided that such prohibition is similarly found in insurance policies that are generally available in the industry for properties similar to the Property. Notwithstanding the foregoing, if Landlord imposes such a prohibition under its insurance, Tenant shall have the right to require Landlord to purchase alternative insurance designated by Tenant that does not include such prohibition so long as such alternative insurance includes substantially the same coverages, limits and deductibles as Landlord's policies, and so long as the carriers under such alternative policies are reasonably acceptable to Landlord. If Tenant causes any increase in the premium for any insurance covering the Property carried by Landlord including any increase in premium and/or additional premiums due to Tenant causing Landlord to purchase alternative or additional insurance pursuant to the foregoing provisions of this Section, Tenant shall pay to Landlord, within thirty (a30) Tenant shalldays of demand, at all times as additional rent, the entire amount of such increase during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoterm. Tenant shall not use or allow the Premises to be used for any unlawful activity, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises or commit or suffer to be committed any waste in, on or about the Premises. Tenant shall be allowed to install an identity sign along with Landlord's identity sign on the entrance monument on the Property provided that (i) such signage shall comply with all laws and (ii) Landlord approves the design of the sign, such approval not to be unreasonably withheld. Tenant shall not permit any Person to use) any Property, or any portion thereof, for install any other use signs on the Premises or Property without the prior written consent of Landlord, which such approval shall not to be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant's expense, comply remove all such signs prior to or cause to be complied with all Insurance Requirements. Tenant shall not take upon termination of this Lease and repair any damage caused by the installation or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms removal of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratesigns.

Permitted Use. (a) Tenant covenants and agrees that it shall, at all times during throughout the Term, and at any other time that Tenant shall be in possession Term of any Propertythis Agreement, continuously use and operate, or cause to be used occupy the Leased Property solely and operated, such Property exclusively as a skilled nursing/ intermediate care/independent living/first class licensed assisted living/ special care/group home facility as currently operatedliving and dementia care facility, and any for such other uses as may be necessary or incidental thereto. Tenant shall not to such use (such as services provided directly to resident's by Tenant or under Service Licenses, as such term is defined below), with appropriate amenities for the same and for no other purpose without interruption except for minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall not permit any Person be carried out pursuant to, and in accordance with the applicable provisions of this Agreement (the foregoing being referred to use) any Property, or any portion thereof, for any other use without as the "Permitted Use"). Without the prior written consent of the Landlord, which approval shall not no Affiliated Person of Tenant may be unreasonably withhelda subtenant or concessionaire in the Leased Property, delayed or conditionedprovided however that Landlord hereby consents and agrees that a qualified and fully-insured Affiliated Person of Tenant may provide therapy and therapy-related services at the Facility for customary and appropriate charges. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In , or causes the event that, in the reasonable determination of Tenant, it shall Leased Premises to no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as considered a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefirst class facility.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name “TA”, “Travel Centers of America” or “Goasis”, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of January 31, 2007, except that Tenant may operate the Travel Centers at the Properties identified on Exhibit C attached hereto under the name “Petro” or “Petro Stopping Centers”. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product to, at Landlord’s option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord multiplied or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the Interest Rateparties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to to, at Landlord’s option (x) the product applicable Percentage Reduction of the projected net proceeds determined by reference to such Offer multiplied or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the Interest Rateparties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this Section 4.1.1(b) with respect to more than 15 Properties in the aggregate under this Agreement and the Other Leases during the Term. For purposes of the preceding sentence, “Properties” shall include any Property under this Lease and any “Property” (as defined therein) under any Other Lease.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such (i) each Senior Housing Property as a skilled nursing/ nursing/intermediate care/independent living/assisted living/ living/special care/group home care facility as currently operated, and any uses necessary or incidental thereto, subject to and in accordance with applicable Legal Requirements and (ii) each Rehabilitation Hospital Property as a rehabilitation hospital, clinic or professional level health or medical services facility, and any uses necessary or incidental thereto, subject to and in accordance with all applicable Legal Requirements. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such any Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.3(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, Property and appropriate adjustments to the Additional Rent (if applicable) and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the Interest Rate multiplied by the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the Interest Rate multiplied by the projected net proceeds determined by reference to such Offer multiplied by the Interest RateOffer.

Permitted Use. (a) Tenant shallLandlord represents that, at all times during to the Termbest of its knowledge, the Initial Premises and at any other time that each Must Take Expansion Premises can legally be used for Office Use. Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretooccupy the Premises for the Permitted Use. Tenant shall not use (and or occupy the Premises for any unlawful purpose, or in any manner that will violate the certificate of occupancy for the Premises. Tenant shall not permit use or occupy the Premises for any Person to use) any Propertyunlawful purpose, or in any portion thereof, manner that will violate the certificate of occupancy for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed Premises or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof Building (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallprovided Landlord acknowledges that Tenant, at its sole cost costs and expense, may apply and obtain an amendment to the certificate of occupancy to permit any Permitted Use not otherwise permitted by the current certificate of occupancy and Landlord, at no expense to Landlord, shall reasonably cooperate with such application upon Tenant’s request) or that will constitute waste or public nuisance or unreasonably interfere with Landlord or any other tenant of the Building (except as expressly provided that Landlord acknowledges that Tenant’s typical operations often include a large, collaborative, informal and occasionally vocal group discussions and activities which may take place in the Lobby, Amenity Space, the proposed lounge on the 2nd Floor or the outside Building Common Areas and that such activities do not, per se, unreasonably interfere with Landlord or other tenants). Subject to Section 5.1.2(b))25.26, Tenant shall comply or cause to with all present Requirements concerning the Tenant’s use, occupancy and condition of the Premises and all machinery, equipment, furnishings, fixtures and improvements therein, all of which shall be complied with in a timely manner at Tenant’s sole expense. If any such Requirement requires an occupancy or use permit or license for the Premises or the operation of the business conducted therein, then Tenant shall obtain and keep current such permit or license at Tenant’s expense and shall promptly deliver a copy thereof to Landlord. Use of the Premises is subject to all Insurance Requirements. covenants, conditions and restrictions of record; Tenant shall not take use any space in the Building for the sale of goods to the public at large or omit to take, for the sale at auction of goods or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness property of any Property or any part thereof for its Permitted Usekind. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. A. Tenant shall use and occupy the Premises for general offices (athe “Permitted Use”) and for no other purpose. Tenant shallwill not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the Premises and the Building, at all times now existing or as hereinafter amended or modified (the “Certificate of Occupancy”). B. Tenant has inspected the Premises and accepts them as is. Without limiting the generality of the foregoing, Tenant has requested that the items of furniture currently located in the Premises remain in the Premises as of the Commencement Date. Owner agrees that Tenant may make use of such furniture during the Term. Owner makes no representation to Tenant as to (i) the condition of such furniture, and at (ii) the suitability of any such furniture for Tenant’s purposes or (iii) any other time matter pertaining to such furniture. Tenant agrees that Tenant it shall be in take possession of the Premises with any Property, continuously use such furniture in place and operate, or cause Owner shall have no responsibility to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. remove same prior to the Commencement Date. C. Tenant shall not use (and or occupy or permit or suffer the Premises to be used or occupied for any purposes other than the Permitted Use set forth in this Article 3. In no event shall not Tenant use, or permit any Person to use) any Propertythe use of the Premises, or any portion thereof, for in any manner which, in Owner’s judgment, will: (1) adversely affect (a) the appearance, character, reputation or first-class nature of the Building, or (b) the proper or economic furnishing of services to other tenants in the Building, or (c) the use and enjoyment of any other use without portion of the prior written consent Building by any other tenant(s), or (d) the proper and economic functioning of Landlordany of the Building Systems, which approval shall not be unreasonably withheldor (e) Owner’s ability to obtain from reputable insurance companies authorized to do business in New York, delayed at standard rates, all risk property insurance or conditioned. No use shall be made liability, elevator, boiler or permitted other insurance at standard rates required to be made furnished by Owner under the terms of any Property and no acts shall be done thereon which will cause Superior Lease and/or Mortgage covering the cancellation Total Property; (2) violate any Legal Requirements of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policiesLegal Authorities, or any other insurance policies required to be carried hereunderrequirements of Insurance Bodies, or fire underwriter’s regulations. Tenant shall, at its sole cost the Certificate of Occupancy; or (except as expressly provided 3) be in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. violation of any of the Restricted Uses. D. Tenant shall not take or omit to take, use or permit to be taken or omitted to be takenthe use of the Premises, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. the following uses and/or purposes (bcollectively, the “Restricted Uses”): (1) In for the event thatbusiness of photographic, in the reasonable determination multilith or multigraph reproductions or offset printing; (2) for manufacturing of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matterskind; provided, however, in no event shall the Minimum Rent be reduced or abated (3) as a result thereof. If Landlord and Tenant fail to agree on an alternative use restaurant or bar or for such Property within sixty the sale of confectionery, beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever; (604) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer bank or other financial services office (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant which restriction shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall also be deemed to be rejected prohibit the installation by Landlord. If Landlord shall sell Tenant of automatic teller machines in the Property pursuant to such OfferPremises); (5) as an employment or travel agency, thenlabor union office, effective physician’s, dentist’s, medical or psychiatric office, medical or dental laboratory, dance or music studio, or health club or sports or exercise facility; (6) as of a b▇▇▇▇▇ shop or beauty salon; (7) for the date of such direct sale, this Agreement shall terminate with respect at retail or otherwise, of any goods or products of any sort or kind; (8) by any Legal Authority or by any foreign or domestic governmental or quasi-governmental entity entitled, directly or indirectly, to such Propertydiplomatic or sovereign immunity or not subject to the service of process in, and the Minimum Rent shall be reduced by an amount equal to jurisdiction of, the product courts of the net proceeds State of New York; (9) for the sale received by Landlord multiplied by of traveler’s checks and/or foreign exchange; (10) for the Interest Rate. If Landlord shall reject conduct of an auction; (11) for gambling activities; (12) for the conduct of obscene, pornographic, similar type or be deemed to have rejected) such Offerany other disreputable activities or for the sale of obscene, thenpornographic or similar type books, effective magazines, periodicals or other literature or materials, as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied Owner in its sole judgment; or (13) by the Interest Rateor for any charitable, religious or other not-for-profit organization’s activities.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant The Premises shall be in possession of any Property, continuously use used only for the Permitted Use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use purpose without the Landlord’s prior written consent of Landlordconsent, which approval consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. No Without limitation to the generality of the foregoing, the Premises shall not be used for: (i) retail sales, (ii) living or sleeping quarters or a residence, (iii) any use shall be made which is disreputable, (iv) an escort service, a massage parlor or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Propertyspa, nor shall Tenant sell or otherwise provide to residents or patients thereinblood bank, abortion clinic, or permit to be keptfor the sale, used distribution or display (electronically or otherwise) of materials or merchandise of a pornographic nature or merchandise generally sold in an adult book or about adult videotape store (which are defined as stores in which any Property any article which may be prohibited by law portion of the inventory is not available for sale or by the standard form of fire insurance policiesrental to children under 18 years old because such inventory explicitly details with or depicts human sexuality), or (v) receiving, storing or handling, except in compliance with “Environmental Requirements” (as hereinafter defined) any other insurance policies required to be carried hereunderproduct, material or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided merchandise that is explosive or highly inflammable or hazardous or would violate any provision in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements26. Tenant shall not sell, display, transmit or distribute (electronically or otherwise) materials or merchandise of a pornographic nature or merchandise generally sold in an adult book or adult video tape store (as defined above). Outside storage, including without limitation, storage in non-operative or stationary trucks, trailers and other vehicles (but excepting temporary storage in trucks, trailers or other vehicles in connection with deliveries made to the Building), and vehicle maintenance or repair is prohibited without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, light, noise or vibrations to emanate from the Premises; nor commit, suffer or permit any waste in or upon the Premises; nor at any time sell, purchase or give away or permit the sale, purchase or gift of food in any form by or to any of Tenant’s agents or employees or other parties in the Premises, except through vending machines in employees’ lunch or rest areas within the Premises for use by Tenant’s employees only; nor take any other action that would constitute a public or omit to takeprivate nuisance or would disturb the quiet enjoyment of any other tenant of the Building or Project, or unreasonably interfere with, or endanger Landlord or any other person; nor permit the Premises to be taken used for any purpose or omitted to be takenin any manner that would (1) void the insurance thereon, (2) increase the insurance risk, (3) cause the disallowance of any sprinkler credits, (4) violate any Law (defined below) including, but not limited to, any actionzoning ordinance, or (5) be dangerous to life, limb or property. Tenant shall pay to Landlord on demand any increase in the taking or omission cost of which materially impairs any insurance on the value Premises or the usefulness Building incurred by Landlord, which is caused by Tenant’s use of the Premises or because Tenant vacates the Premises, and acceptance of such payment shall not constitute a waiver of any Property of Landlord’s other rights or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination remedies nor a waiver of Tenant, it shall no longer be economically practical ’s duty to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratecomply herewith.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name Travel Centers of America or Goasis, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of the Commencement Date. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(bin SECTION 5.1. 2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; providedPROVIDED, howeverHOWEVER, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “OfferOFFER”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product to, at Landlord’s option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord multiplied or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the Interest Rateparties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product to, at Landlord’s option, (x) eight and one half percent (8.5%) of the projected net proceeds determined by reference to such Offer multiplied (and, at Landlord’s request, Tenant shall cause TCA (or its Affiliated Persons) to enter into a franchise agreement on market terms with Landlord or Landlord’s designee providing for the operation of such Property by Landlord or such designee as a Travel Center under the Interest RateTCA brand) or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this SECTION 4.1.1(b) with respect to more than 15 Properties during the Term.

Permitted Use. (a) Tenant covenants that it shall not use and shall not cause, suffer or permit the Premises to be used for any purpose other than as described in subsection 1(i) hereof. Tenant acknowledges that Landlord is making no representation or warranty as to Tenant’s ability to use the Premises for its intended use and Tenant shall, at prior to executing this Lease, perform such searches and satisfy itself that its use is permitted under all times during the Termapplicable Laws and that Tenant will be able to obtain an occupancy permit. If required, and at any other time that Tenant shall be responsible to apply to the City in possession which the Building is located for an occupancy permit for Unit 5 on or before the Unit 5 Delivery Date and a renewal occupancy permit for Unit 4 on or before the Unit 4 Term Commencement Date. (b) Tenant acknowledges that Landlord has granted exclusive covenants and may grant other exclusive covenants to tenants of any Propertythe Project and accordingly, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant covenants that it shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without carry on only the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or business permitted to be made carried on in the Premises as and to the extent set out in subsection 1(i) of any Property this Lease and in no acts other manner whatsoever. (c) Tenant shall be done thereon which will cause entitled to use the cancellation of any insurance policy covering such Property or any part thereof Exercise Facility on the following terms and conditions: (unless another adequate policy is availablei) or which would constitute the Exercise Facility shall be: (A) located within Unit 5; (B) comprise a default under any ground lease affecting such PropertyRentable Area not to exceed approximately three thousand (3,000) square feet; (C) installed, nor shall Tenant sell or otherwise provide to residents or patients thereinoperated, or permit to be keptmaintained, used or sold in or about any Property any article which may be prohibited repaired and replaced (as required) by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallTenant, at its sole cost and expense, in accordance with applicable Laws and the applicable provisions of this Lease; (except as expressly provided ii) Tenant shall be permitted to install a tread pool (“Tread Pool”) within the Exercise Facility, which shall not exceed approximately two hundred (200) square feet in Section 5.1.2(b))size. The Tread Pool shall be an above ground, comply or cause pre-fabricated unit, to be complied with all Insurance Requirementsinstalled, operated, maintained, repaired and/or replaced (as required) at Tenant’s sole expense by a reputable contractor who has received the prior written approval of Landlord, and Tenant shall thereafter be responsible for quarterly inspections of the Exercise Facility by an Approved Consultant (as hereinafter defined) to ensure there is no development of mold or other Hazardous Substances within the Premises as a result of the presence of the Tread Pool or the Exercise Facility. Tenant shall deliver to Landlord copies of its annual maintenance and quarterly inspection contracts for the Exercise Facility and any service reports generated in connection therewith, including confirmation, satisfactory to Landlord, that all maintenance, repairs and/or replacements required or recommended by such service reports have been completed; (iii) the Exercise Facility shall at all times be used and operated in a first class manner; (iv) Tenant shall take every reasonable precaution to ensure that the use and operation of the Exercise Facility does not take disturb any other tenants or omit to take, or permit any other Persons permitted to be taken on the Project and, for greater certainty, shall ensure no undue noises or omitted to be taken, any action, vibrations emanate from the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.Premises;

Permitted Use. (a) Tenant shall, at all times during may use the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to Premises only for the Permitted Use. The Premises must not be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use purpose without the prior written consent of Landlord. If Tenant pays the Base Rent and Additional Rent, which approval shall not be unreasonably withheldand otherwise complies with all other terms, delayed or conditionedconditions and covenants of this Lease, Tenant may occupy and enjoy the Premises for the Lease Term. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallTenant, at its sole cost (except as expressly provided and expense, shall comply with the Project Rules, all deed restrictions, restrictive covenants and encumbrances of record affecting the Premises and all zoning requirements, governmental laws, ordinances, orders, rules and regulations now in Section 5.1.2(b))effect or enacted subsequent to the date hereof by state, comply federal, municipal or cause other agencies or bodies having jurisdiction over Tenant, the use of the Premises, the conduct of the business operated by Tenant at the Premises, the construction or installation of any improvements to be complied with the Premises, and the appearance of the Premises and all Insurance Requirementsmatters of record and any regulations pursuant thereto affecting the Building or Project. Tenant shall not take promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in or omit to takeupon, or connected with the Premises, all at Tenant’s sole expense. Tenant (i) shall not permit or cause any party to be taken bring any Hazardous Substances upon the Premises or omitted transport, store, use, generate, manufacture, dispose or release any Hazardous Substances on or from the Premises except in a manner and quantity necessary for the ordinary performance of Tenant’s business; and (ii) shall comply with all Environmental Laws relating to be takenthe use, any action, the taking storage or omission of which materially impairs the value or the usefulness disposal of any Property such Hazardous Substances by Tenant. Tenant shall indemnify, defend and hold Landlord harmless from and against any losses, claims, demands, actions, suits, damages, expenses and costs which are brought or recoverable against Landlord as a result of any release of Hazardous Substances by Tenant or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall Parties. Notwithstanding anything set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments herein to the Additional Rent and other related matters; provided, howevercontrary, in no event shall the Minimum Rent be reduced way does Landlord warrant or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative represent, either expressly or impliedly, that Tenant’s use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept Premises is in accordance with applicable codes or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as ordinances of the date of such sale, this Agreement shall terminate with respect to such Property, and municipality within which the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateBuilding is located.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Courtyard by Marriott hotel (or as currently operated, a hotel under any successor brand name) and any uses incidental theretothereto in accordance with the terms of the Franchise Agreement. Subject to Section 16.3, Tenant shall not use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.4(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In Notwithstanding the foregoing, in the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operateda Courtyard by Marriott hotel or if the Franchisor shall terminate the Franchise Agreement, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent Percentage Rent, the Reserve and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereofabated. If Upon agreement by Landlord and Tenant fail to agree on an alternative use, Landlord shall use for such Property within sixty (60) days after commencing negotiations as aforesaidcommercially reasonable efforts, Tenant may market such Property for sale at Tenant's cost and expense, to a third party. If Tenant receives a bona fide offer (an “Offer”) obtain any approvals or waivers needed pursuant to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyLegal Requirements. In the event that Landlord shall fail to accept or reject operating the Leased Property for such Offer within thirty (30) days after receipt of such Notice, such Offer alternative use shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective outside of Tenant's expertise as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds reasonably determined by reference Tenant, Tenant may engage a third-party Manager, reasonably acceptable to Landlord, for such Offer multiplied by the Interest Ratepurpose.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent (if applicable) and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such operate the Leased Property as an assisted living facility, which may include a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home dementia facility as currently operated, and any uses incidental thereto. Subject to Section 16.3, Tenant shall not use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.4(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In Notwithstanding the foregoing, in the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operatedan assisted living facility, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent Percentage Rent, the Reserve and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereofabated. If Upon agreement by Landlord and Tenant fail to agree on an alternative use, Landlord shall use for such Property within sixty (60) days after commencing negotiations as aforesaidcommercially reasonable efforts, Tenant may market such Property for sale at Tenant's cost and expense, to a third party. If Tenant receives a bona fide offer (an “Offer”) obtain any approvals or waivers needed pursuant to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyLegal Requirements. In the event that Landlord shall fail to accept or reject operating the Leased Property for such Offer within thirty (30) days after receipt of such Notice, such Offer alternative use shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective outside of Tenant's expertise as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds reasonably determined by reference Tenant, Tenant may engage a third-party Manager, reasonably acceptable to Landlord, for such Offer multiplied by the Interest Ratepurpose.

Permitted Use. Concessionaire shall use the Premises only for the purpose of conducting the business of selling those items of merchandise and products and/or providing services specifically set forth below (a“Permitted Use”) Tenant and with merchandise items approved by Director and for no other use or purpose. Any other use shall require the advance written approval of the Aviation Director. City reserves the right to allow others to conduct operations and/or sell goods or services in other locations at the Airport that are the same, similar, or even identical to those being sold by Concessionaire. Concessionaire understands and agrees that its right to conduct operations and/or sell any goods or services at the Airport is not exclusive. TA-134 Space #134 is being offered for the sale of duty free merchandise to include, but not limited to: • Liquor • Name Brand Fashion Accessories • Tobacco Products • Crystal • Cameras • Jewelry • Cologne and other related items • Watches • Cosmetics • Pens • Gourmet foods • Electronics • Leather goods • Domestic and International Brands of Perfume “Duty free merchandise” is defined as merchandise of which is handled under the supervision of the United States Customs Service and not subject to United States Internal Revenue excise taxes; and any other merchandise referred to as “in-bond” merchandise. All merchandise offered for sale must be eligible to be sold to passengers leaving the United States. In addition to duty free merchandise, the Selected Respondent may offer for sale duty-paid merchandise, subject to the Director’s prior written approval, in accordance with all applicable United States Customs Service and United States Internal Revenue Service rules and regulations. . Notwithstanding anything to the contrary contained herein, including Concessionaire’s Permitted Use, if the Director reasonably determines that any item and/or service displayed, offered for sale or sold by Concessionaire is objectionable or inappropriate for display or sale at the Terminal and/or Airport, Concessionaire shall, within 1 day after delivery of the Director’s written notice to the Premises, immediately remove such item and/or service from display and its inventory (if the objectionable item and/or service displayed, offered for sale or sold shall be deemed to be offensive or potentially dangerous to the general public, as reasonably determined by the Director from time to time, Concessionaire shall remove such offensive or potentially dangerous item and/or service immediately upon verbal notice from the Director or his/her designee) and Concessionaire shall not thereafter display, offer for sale or sell any such objectionable or inappropriate item and/or service. If Concessionaire shall fail to remove any such item and/or service from display as may be required from time to time by the City within such 1 day period, then Concessionaire shall pay, within 10 days of demand therefor by the Director, Contractual Charges in the amount of not more than $50.00 per day until such time as Concessionaire has removed any such item and/or service from display. This remedy shall be in addition to any and all other remedies provided in this Agreement or by law to the City. Concessionaire represents and warrants that it holds all certificates, permits, licenses or other entitlements required by federal, state or local, laws, rules or regulations in order to enable Concessionaire to conduct its operations and to engage in its Permitted Use and that such certificates, permits, licenses or other entitlements are and shall be kept current, valid and complete at all times during the TermTerm hereof. Concessionaire shall submit any of the foregoing for inspection by the City from time to time. Concessionaire, and at any other time that Tenant Concessionaire’s expense, shall be in possession at all times comply with the requirements of any Propertyand all such certificates, continuously use and operatepermits, licenses or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Useentitlements. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) ▇▇▇▇▇▇ agrees that the Premises shall be used and occupied by Tenant only for Permitted Uses specifically excluding use for governmental, utility company or employment agency offices. (b) ▇▇▇▇▇▇ agrees to conform to the following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established by Landlord therefor; (ii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any signs, symbol, advertisement or the like visible to public view outside of the Premises without ▇▇▇▇▇▇▇▇’s prior written consent. Landlord will not unreasonably withhold consent for Tenant’s standard corporate signs or lettering on the entry doors to the Premises, provided such signs conform to building standards adopted by Landlord in its sole discretion and Tenant has submitted to Landlord for approval a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Tenant shall be responsible for obtaining any necessary governmental approvals for such signs, and for the maintenance, repair and replacement (and, upon the expiration or earlier termination of this Lease, the removal) of such signs. Landlord agree to maintain a tenant directory in the lobby of the Building in which will be placed ▇▇▇▇▇▇’s name and the location of the Premises in the Building. The initial cost of placing Tenant’s name in the directory shall be paid by Landlord. The cost of any subsequent modifications thereto shall be paid by ▇▇▇▇▇▇, at ▇▇▇▇▇▇’s sole expense. Tenant shall be solely responsible for maintaining, repairing and removing any signage not provided by Landlord; (iii) Tenant shall not perform any act or carry on any practice which may injure the Premises, or any other part of the Building, or cause any offensive odors or loud noise or constitute a nuisance or a menace to any other tenant or tenants or other persons in the Building; (iv) Tenant shall, at Tenant’s sole expense, promptly comply with all times applicable laws and ordinances, governmental rules, regulations, and orders, certificates of occupancy, conditional use or other permits, variances, covenants and restrictions of record, the recommendations of Landlord’s engineers or other consultants, and requirements of any fire insurance underwriters, rating bureaus or government agencies, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property Term or any part thereof (unless another adequate policy is available) or which would constitute a default under of the Term hereof, relating in any ground lease affecting such Property, nor shall manner to the Premises and the occupation and use by Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by of the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulationsPremises. Tenant shall, at its Tenant’s sole cost (except as expressly provided in Section 5.1.2(b))expense, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, requirements of the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments Americans With Disabilities Act that relate to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such PropertyPremises, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offerall federal, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, state and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.local laws and regulations governing occupational safety and health;

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operateoccupy the Leased Premises for the purposes associated with the education of children (collectively, or cause to be used the “Permitted Uses”) and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use purpose without the prior written consent of Landlord, which approval . ▇▇▇▇▇▇ further agrees as follows: a. Tenant shall not be unreasonably withheld, delayed use the Leased Premises for any unlawful purpose or conditioned. No use shall be made or permitted to be made of any Property act and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant’s expense, comply with and obey all applicable laws, regulations, or cause orders of any governmental authority or agency relating to be complied with all Insurance RequirementsTenant’s use and/or occupation of the Leased Premises. b. Tenant shall not commit or permit waste or damage to the Leased Premises. c. Tenant shall not keep anything within or about the Leased Premises or use the Leased Premises in a manner which causes an increase in the insurance cost or invalidates any insurance policy carried on the Leased Premises or any other part of the Building or Property. Tenant shall not take or omit pay, as Additional Rent, upon demand of Landlord, any such increased cost due to takeany Tenant Party’s use of the Leased Premises. d. All garbage and refuse shall be properly stored in trash containers and properly and timely disposed of by Tenant. e. No loudspeakers, television, phonographs, radios, or permit other devices shall be used in a manner so as to be taken heard other than by persons who are within the Leased Premises without the prior written consent of Landlord. f. Tenant shall not permit any objectionable or omitted unpleasant odors to emanate from the Leased Premises. g. Tenant shall keep all parts of the Leased Premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures. h. The plumbing facilities in the Leased Premises shall not be takenused for any purpose other than that for which they are constructed, any action, the taking or omission of which materially impairs the value or the usefulness and no foreign substance of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer kind shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Propertythrown therein, and the Minimum Rent expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be reduced borne by an amount equal Tenant. i. Tenant shall not conduct or operate within the Leased Premises any fire, auction, bankruptcy or “going out of business” sales. j. Tenant shall not permit any attendees to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, use areas other than those stated in this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateLease Agreement.

Permitted Use. (a) Tenant covenants and agrees that it shall, at all times during throughout the Term, and at any other time that Tenant shall be in possession Term of any Propertythis Agreement, continuously use and operate, or cause to be used occupy the Leased Property solely and operated, such Property exclusively as a first class licensed skilled nursing/ intermediate care/independent living/nursing, assisted living/ special care/group home facility as currently operatedliving and dementia care facility, and any for such other uses as may be necessary or incidental thereto. Tenant shall not to such use (such as services provided directly to residents by Tenant or under Service Licenses, as such term is defined below), with appropriate amenities for the same and for no other purpose without interruption except for minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall not permit any Person be carried out pursuant to, and in accordance with the applicable provisions of this Agreement (the foregoing being referred to use) any Property, or any portion thereof, for any other use without as the "Permitted Use"). Without the prior written consent of the Landlord, which approval shall not no Affiliated Person of Tenant may be unreasonably withhelda subtenant or concessionaire in the Leased Property, delayed or conditionedprovided however that Landlord hereby consents and agrees that a qualified and fully-insured Affiliated Person of Tenant may provide therapy and therapy-related services at the Facility for customary and appropriate charges. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In , or causes the event that, in the reasonable determination of Tenant, it shall Leased Premises to no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as considered a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefirst class facility.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operateoccupy the Leased Premises for the purposes associated with a church and other related activities as might be found in any church (collectively, or cause to be used the “Permitted Uses”) and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use purpose without the prior written consent of Landlord, which approval . ▇▇▇▇▇▇ further agrees as follows: a. Tenant shall not be unreasonably withheld, delayed use the Leased Premises for any unlawful purpose or conditioned. No use shall be made or permitted to be made of any Property act and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant’s expense, comply with and obey all applicable laws, regulations, or cause orders of any governmental authority or agency relating to be complied with all Insurance RequirementsTenant’s use and/or occupation of the Leased Premises. b. Tenant shall not commit or permit waste or damage to the Leased Premises. c. Tenant shall not keep anything within or about the Leased Premises or use the Leased Premises in a manner which causes an increase in the insurance cost or invalidates any insurance policy carried on the Leased Premises or any other part of the Building or Property. Tenant shall not take or omit pay, as Additional Rent, upon demand of Landlord, any such increased cost due to takeany Tenant Party’s use of the Leased Premises. d. All garbage and refuse shall be properly stored in trash containers and properly and timely disposed of by Tenant. e. No loudspeakers, television, phonographs, radios, or permit other devices shall be used in a manner so as to be taken heard other than by persons who are within the Leased Premises without the prior written consent of Landlord. f. Tenant shall not permit any objectionable or omitted unpleasant odors to emanate from the Leased Premises. g. Tenant shall keep all parts of the Leased Premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures. h. The plumbing facilities in the Leased Premises shall not be takenused for any purpose other than that for which they are constructed, any action, the taking or omission of which materially impairs the value or the usefulness and no foreign substance of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer kind shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Propertythrown therein, and the Minimum Rent expense of any breakage, stoppage, or damage resulting from a violation of this provision shall be reduced borne by an amount equal Tenant. i. Tenant shall not conduct or operate within the Leased Premises any fire, auction, bankruptcy or “going out of business” sales. j. Tenant shall not permit any church attendees to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, use areas other than those stated in this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateLease Agreement.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent Property and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or and cause the Manager to be used use and operatedoperate, such each Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, Summerfield Suites Hotel and any uses incidental thereto. Tenant shall not use (and shall direct the Manager not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.3(b)), comply (or cause direct the Manager to be complied comply) with all Insurance Requirements. Tenant shall not take or omit to take (and Tenant shall direct the Manager not to take or omit to take, or permit to be taken or omitted to be taken, ) any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In Notwithstanding the foregoing, in the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operatedan all suites hotel, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Propertythe Property or a replacement property therefor (in which event the affected Property shall be transferred to Tenant or Tenant's designee), appropriate adjustments to the Additional Rent and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateabated.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, occupied by Tenant only for Permitted Uses and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use without Landlord’s express written consent. (b) Tenant agrees to conform to the prior written following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with the Rules and Regulations established by Landlord therefore; (ii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for signs or lettering on the entry doors to the Premises provided such signs conform to sign standards for the Building adopted by Landlord in its sole discretion and Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Landlord agrees, however, to maintain a tenant directory in the lobby of the Building (and, in the case of multi-tenant floors, in that floor’s elevator lobby) in which will be placed Tenant’s name (or any approved assignee’s name) and the location of the Premises in the Building. Notwithstanding the foregoing, Tenant shall have the right to place Tenant’s name on the Building or on a sign next to the Building, at Tenant’s sole cost and expense, provided Tenant obtains Landlord’s consent, which shall not be unreasonably withheld, conditioned or delayed and the consent of any applicable governmental authorities, and Tenant delivers to Landlord plans for installation of such sign, which shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. No use Landlord hereby consents to Tenant’s exterior signage, as set forth in Exhibit M attached hereto and incorporated herein; (iii) Tenant shall be made not perform any act or permitted to be made of carry on any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwriter’s regulations. cause any offensive odors or loud noise or constitute a nuisance or a menace to any other tenant or tenants or other persons in the Building; (iv) Tenant shall, at in its sole cost (except as expressly provided in Section 5.1.2(b))use of the Premises, comply with the requirements of all applicable governmental laws, rules and regulations, including, without limitation, the Americans With Disabilities Act of 1990 and the regulations of the Massachusetts Architectural Access Board. Landlord warrants and represents that the Base Building Work will comply with the Title III of the Americans with Disabilities Act of 1990 and any regulations or cause accessibility guidelines promulgated thereunder and with any other federal, state or municipal laws, regulations or building codes concerning handicapped access (collectively, “Access Requirements”). To the extent that any alterations to the Building are required as a result of the Base Building Work, and are not due to Tenants’ use of the Premises or Tenant’s Work, in order to come into compliance with the Access Requirements, Landlord shall make such alterations. The costs thereof and any other costs of complying with any Access Requirements shall be complied with all Insurance Requirements. borne by Landlord and shall not be included in Operating Expenses; and (v) Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any actionabandon the Premises. For purposes of the foregoing, the taking or omission of which materially impairs term “abandonment” shall mean vacating the value or the usefulness of any Property or any part thereof for its Permitted UsePremises and failing to perform Tenant’s obligations hereunder. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Landlord covenants that, subject to restrictions of record and governmental laws or regulations, Tenant shallmay use the Leased Premises for office space, at all times during showroom space and related storage space and other related purposes in connection with the Termconduct of its existing business and except, and at any other time that Tenant shall be further, in possession of any Property, continuously use and operate, or cause to no event may the Leased Premises be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility for the storage or manufacture of Hazardous Materials (as currently operated, and any uses incidental theretosaid term is hereinafter defined) or for the use of Hazardous Materials. Tenant shall agrees not use (and shall not permit any Person to use) any Property, permit or any portion thereof, suffer the use of the Leased Premises for any other use purpose without the prior written consent of Landlord, which approval consent shall not be unreasonably withheld. Tenant shall observe and comply with all applicable governmental laws, delayed or conditioned. No statutes, ordinances, rules and regulations governing Tenant's use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall including but not limited to all laws, regulations and ordinances of local, state or federal agencies pertaining to air and water quality, hazardous materials, waste disposal, air emissions, general environmental record keeping and reporting and zoning. If Tenant sell or otherwise provide to residents or patients thereinbreaches the obligations stated herein, which obligations Tenant does not remedy, or permit to be kept, used or sold in or about any if contamination of the Property any article occurs for which may be prohibited by law or by the standard form of fire insurance policiesTenant, or any other insurance policies required to be carried hereunderof Tenant's subtenants, licensees or fire underwriter’s regulationsinvitees is legally liable in damages, then Tenant shall indemnify, defend, and hold Landlord and its officers, directors, and employees harmless from, all claims, judgments, damages, penalties, fines, liens, costs, liabilities and losses which arise during or after the Lease Term as a result of such breach or contamination. Tenant shallshall notify Landlord in the event of material contamination of the Property by Tenant not remedied by Tenant within 90 days or if Tenant receives notice from any governmental authority or private party of any claim, at its sole cost (except as expressly provided in Section 5.1.2(b))proceeding, comply litigation, order or cause to be complied with all Insurance Requirementsdirective regarding environmental matters referenced herein. Tenant shall not take install underground storage tanks on or omit to take, or permit to be taken or omitted to be taken, any action, under the taking or omission Property without the consent of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyLandlord. In the event that any electrical transformer installed or caused to be installed by Tenant on the Property contains 50 parts per million or greater of polychlorinated biphenyls ("PCBs"), Tenant shall be responsible, financially and otherwise, for the proper use and disposal of such transformers in accordance with all applicable local, state or federal regulations governing such transformers. If, after the date hereof, the Property becomes contaminated by Hazardous Materials (as said term is hereinafter defined) for which Landlord is legally liable in damages (exclusive of any contamination or Hazardous Materials for which Tenant or any assignee, sublessee, successor, assign or licensee of Tenant may be responsible), Landlord shall fail to accept indemnify, defend and hold the original Tenant and its officers, directors and employees harmless from all claims, judgments, damages, penalties, fines, liens, costs, liabilities and losses arising during or reject such Offer within thirty (30) days after receipt the Term of such Notice, such Offer this Lease. The provisions of the indemnity contained in the preceding sentence shall be deemed for the benefit of the original Tenant only, namely, Action Industries, Inc., and shall not benefit any assignee, transferee or sublessee thereof. Tenant represents and warrants to be rejected by Landlord. If Landlord shall sell that there are no underground storage or other tanks at the Property and that removal of any underground storage or other tanks was completed by Tenant in compliance with all applicable laws, ordinances, rules and regulations. The term "Hazardous Materials" shall include, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to such Offer, then, effective as Section 311 of the date Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of such salethe Federal Water Pollution Control Act (33 U.S.C. Section 1317), this Agreement shall terminate with respect (iv) defined as a "hazardous waste" pursuant to such PropertySection 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and the Minimum Rent shall be reduced by an amount equal Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), as amended, (vi) defined as "oil" or a "hazardous waste", a "hazardous substance", a "hazardous material" or a "toxic material" under any other law, rule or regulation applicable to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject Property or (vii) is biologically or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratechemically active.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, occupied by Tenant and any uses incidental thereto. Tenant shall not use its authorized subtenants only for Permitted Uses (defined hereinabove) and shall not permit any Person to use) any Property, or any portion thereof, for any no other use without the prior Landlord’s express written consent which consent may be withheld or conditioned in the sole and unfettered discretion of the Landlord. It shall be the Tenant’s responsibility and obligation to obtain and maintain the proper licenses and permits for the Tenant’s business at the Tenant’s expense and the Landlord makes no representation with respect to the availability or non-availability of such licenses or permits. Landlord represents and warrants that the Premises may be used for the Permitted Uses under applicable zoning and other land use laws. (b) Tenant agrees for itself and its authorized subtenants to conform to the following provisions during the Term of this Lease: (i) Tenant will not place on the exterior of the Premises, Property or on any part of the Building, any sign, symbol, advertisement or the like, other than the existing signs located on the Property, without first obtaining Landlord’s consent, which approval shall not be unreasonably withheld, delayed or conditionedfor interior signs. No use shall be made or permitted Landlord agrees to be made cooperate with Tenant as to sign locations. With regard to the installation of any Property and no acts signs, the Tenant shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirementsprovisions of Section 5.2 herein. The Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, maintain and repair the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree ’s signs located on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such salethis Lease and shall bear all costs and expenses associated therewith. Tenant agrees to have a sign installed in the lobby of the Building prior to the Rent Commencement Date and to permit Landlord to advertise the tenancy of the Tenant in the Building in accordance with Section 14.10 (the “Publicity Restrictions”): (ii) Tenant shall not perform any act or carry on any practice which may injure the Premises, this Agreement or any other part of the Building and shall terminate operate the Premises in a reputable manner; (iii) Tenant shall, in its use of the Premises, comply with respect to such Propertythe requirements of all applicable governmental laws, rules and regulations, including, without limitation, the Americans With Disabilities Act of 1990 and the Minimum Rent regulations of the Massachusetts Architectural Access Board, subject to Tenant’s right to contest the same in good faith and postpone such compliance during the pendency of such contest; provided, that Tenant shall not be reduced by an amount equal responsible for ensuring the Premises complies with such laws when (i) such legal requirements are imposed on a Building-wide basis or would be generally applicable to any office space and do not relate to Tenant’s particular manner of use of the Premises, (ii) a notice of violation or order was issued prior to the product date Tenant is given possession of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject Premises, or (or be deemed to have rejectediii) such Offerlegal requirements require investigating, thencertifying, effective as monitoring, encapsulating, removing or in any way dealing with asbestos or hazardous substances unless such asbestos or hazardous substances were introduced into the Premises by Tenant; and (iv) Tenant agrees that the Premises and any other part of the proposed date Building will be used and occupied in a careful, reasonably safe and proper manner and that Tenant will not permit waste therein that results from negligence or breach hereof on the part of such saleTenant, this Agreement shall terminate with respect to such Propertyits employees, agents, invitees and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateothers acting on its behalf.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, Travel Center and any uses incidental thereto, and any truck servicing or repair, retail convenience, mobility or energy generation or management facility and any other ancillary lawful uses related or complimentary thereto; provided, however, Tenant may from time to time suspend use or operations at any Property as in Tenant’s reasonable determination is necessary or desirable in connection with construction or development thereat, casualty or condemnation with respect thereto, in order to comply with Applicable Law or, if, in Tenant’s reasonable determination, it is no longer economically practical to operate such Property as currently operated. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease Ground Lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operateda Travel Center, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives Tena▇▇ ▇▇▇eives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an annual amount equal to the product of (x) the Percentage Reduction multiplied by (y) the net proceeds of sale received by Landlord multiplied by the Interest RateLandlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an annual amount equal to the product of (a) the Percentage Reduction multiplied by (b) the projected net proceeds determined by reference to such Offer multiplied by Offer; provided, however, in no event shall the Interest Rateaggregate reduction of Minimum Rent during the Term pursuant to this Section 4.1.1(b) exceed the Minimum Rent Reduction Limit.

Permitted Use. Tenant will use the Premises only for general office purposes and for no other purpose (a) Tenant shall, at all times during the Term“Permitted Use”), and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent Premises outside of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (Business Hours unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold reasonably approved in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected writing by Landlord. If Tenant intends to discontinue the conduct of the Permitted Use, except as otherwise provided herein, Tenant shall first give Landlord at least ninety (90) days prior written notice of such intent to discontinue the conduct of the Permitted Use. At any time following receipt of such notice (i) Landlord shall sell have the Property pursuant right to such Offerterminate this Lease upon written notice thereof to Tenant; provided that Landlord shall not have the right to terminate this Lease until the earlier to occur of the date given in Tenant’s notice as the date Tenant will vacate the Premises and the actual date Tenant vacates the Premises, thenand (ii) Landlord shall be entitled to enter the Premises and exhibit the same to any prospective tenant, effective purchaser or lender. If Tenant discontinues the conduct of the Permitted Use, upon and subject to the conditions and limitations contained herein, Tenant shall continue to comply with the payment, performance and observance of all other obligations of this Lease on the part of Tenant to be paid, performed or observed, including, without limitation, payment of Basic Rent and Additional Rent. Tenant will not use the Premises or knowingly permit the Premises to be used in violation of any Laws or in any manner that would (a) violate any certificate of occupancy affecting the Premises; (b) make void or voidable any insurance now or after the Effective Date in force with respect to the Premises; (c) cause injury or damage to the Premises or to the person or property of any other tenant of the Shopping Center; (d) cause substantial diminution in the value or usefulness of all or any part of the Premises or Shopping Center (reasonable wear and tear excepted); (e) constitute a public or private nuisance or waste; or (f) violate any exclusive use agreements or use restrictions granted by Landlord as of the date of Effective Date, all such saleexclusive uses or restricted uses being identified on Exhibit ”D-1” attached hereto and made a part hereof, this Agreement shall terminate with respect to such Propertythe Shopping Center. Tenant will obtain and maintain, at Tenant’s sole cost and expense, all permits and approvals required under the Minimum Rent shall be reduced by an amount equal to the product Laws for Tenant’s use of the net proceeds of sale received by Landlord multiplied by Premises. In addition to other restrictions on the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as use of the proposed date of such salePremises, this Agreement shall terminate with respect to such Property, the Premises are expressly prohibited from all uses set forth on EXHIBIT “D-1” attached hereto and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratemade a part hereof.

Permitted Use. 8.1 The Organisation shall use and occupy the Improvements and use the Land in common with others for the Permitted Use and shall provide the Community Benefits in accordance with the Performance Measures provided for in clause 9, all as set out and described in Schedule 1. 8.2 If at any time the Council is of the opinion that the Improvements and the Land are not being used or are not being sufficiently used for the Permitted Use or are being used for activities other than on a not for profit basis the Council, after making such enquiries as it thinks fit and giving the Organisation the opportunity of explaining the use of the Improvements and the Land, if the Council is satisfied that the Improvements and the Land are not being used or not being sufficiently used for the Permitted Use or are being used for activities other than on a not for profit basis, may terminate this Agreement by notice in writing to the Organisation. 8.3 The Organisation shall not: (a) Tenant shallcarry on on the Improvements or the Land any noxious, at all times during noisome or offensive act, trade, business, occupation or any act, matter or thing which may cause annoyance, nuisance, grievance, damage or disturbance to the Term, and at occupiers or owners of any adjoining land or any other time that Tenant shall be in possession licensee, occupier or user of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use other part of the Land; (and shall not permit any Person to useb) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, bring or permit to be keptbrought on to the Improvements or the Land any item of a flammable, used volatile or sold explosive nature or any contaminant (as defined in section 2 of the Resource Management Act 1991) without first complying with the provisions of all laws then in force relating to the handling and storage or about such materials and the requirements of the insurers of the Improvements; (c) allow, carry on the Improvements or the Land any Property any article use or activity which may be prohibited by law cause loss or by damage to the standard form of fire insurance policiesImprovements or the Land or any adjoining land, or become an annoyance, nuisance or disturbance to the Council or any other insurance policies required to be carried hereunder, user or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, occupier of the Land on any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use.adjoining land; (bd) In release into the event thatenvironment, discharge, deposit, place or dispose of on or near the Land any contaminant referred to in clause 8.3(b) except in accordance with an approval given under environmental health and safety legislation; (e) carry on any illegal or immoral activity; or (f) carry on any use which is not a permitted use under the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateDistrict Plan.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operatedoccupied by Tenant only for Permitted Uses and for no other purpose. (b) Tenant agrees to conform to the following provisions during the Term of this Lease: (i) Service and utility areas (whether or not a part of the premises) shall be used only for the particular purpose for which they were designed. Subject to the other terms and provisions of this Lease, Tenant may install at its own cost and expense so-called hot-cold water fountains, coffee makers, microwaves and so-called ▇▇▇▇▇ refrigerator-sink-stove combinations for the preparation of beverages and foods, provided that no cooking, frying, etc., are carried on in the Premises which require special exhaust venting. Tenant hereby acknowledges that the Building is not engineered to provide any such Property special venting. (ii) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established by Landlord in accordance with Section 14.7; (iii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any signs, symbol, advertisement or the like, except as provided in this clause (iii). Landlord shall not unreasonably withhold or delay its consent with respect to the installation of signs or lettering on the entry doors to the Premises provided such signs conform to then Building standards adopted by Landlord in its sole discretion; Tenant shall submit to Landlord a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedplan or sketch of the sign (including size, color, material, location and method of affixation) to be placed on or at such entry doors in connection with Tenant's request for Landlord's consent. Landlord shall pay for the cost of any Building-standard suite entry signage selected by Tenant, and Tenant shall pay for any uses incidental theretoadditional costs and expenses with respect to any above Building-standard signage selected by Tenant and approved by Landlord as aforesaid. Landlord agrees to maintain a tenant directory in the lobby of the Building in which will be placed Tenant's name and the location of the Premises in the Building, and a directory on each floor with the names of up to five of Tenant's departments. In addition, subject to the approval of applicable governmental authorities, Landlord hereby consents to the installation of Tenant's sign on the exterior of the east side of the Building, as conceptually depicted and in the location specified on Exhibit ES, which shall be purchased and installed at Tenant's sole cost and expense. Upon the expiration or earlier termination of this Lease, Tenant shall remove the sign (but not the supports) from the exterior of the Building, remove the supports for such Building sign (unless other directed by Landlord), repair any damage to the Building's exterior caused by such removal, and restore the exterior of the Building to the condition existing prior to the placement of such sign and support on the Building, reasonable wear and tear and damage by fire or other casualty excepted. Landlord hereby agrees further to place Tenant's name on the monument sign at the entrance to the Building, which signage shall be consistent with the Building standard graphics and lettering for the monument sign; (iv) Notwithstanding any provision of this Lease, Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereofsuffer or permit the use or occupancy of, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made suffer or permitted permit anything to be made done in or anything to be brought into or kept in or about the Premises of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property Building or any part thereof (unless another adequate policy is availableincluding, without limitation, any materials appliances or equipment used in the construction or other preparation of the Premises and furniture and carpeting): (a) for any unlawful purposes or which would constitute a default under in any ground lease affecting such Propertyunlawful manner; (b) which, nor in the reasonable judgment of Landlord shall Tenant sell in any way materially impair, interfere with or otherwise provide to residents diminish the quality of any of the Building services or patients thereinthe proper and economic heating, cleaning, ventilating, air conditioning or other servicing of the Building, or permit to be keptPremises, used or sold with the use or occupancy of any of the other areas of the Building, which is consistent with the maintenance of the Building as an office building of the first class in the quality of its maintenance, use, or about occupancy; (v) Tenant shall not perform any Property act or carry on any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwriter’s cause any offensive odors or loud noise or constitute a nuisance or a menace to, or otherwise interfere with the business of, any other tenant or tenants or other persons in the Building; (vi) Tenant shall comply with the requirements of all applicable governmental laws, rules and regulations. , including without limitation the Americans With Disabilities Act of 1990, to the extent such compliance is required as a result of the specific manner in which Tenant shallis using the Premises, Tenant's layout of the Premises, or any alterations or improvements performed by Tenant subsequent to the completion of Landlord's Work; and (vii) If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business, and if the failure to secure such licenses or permit would in any way affect Landlord, the Premises, the Building or Tenant's ability to perform any of its obligations under this Lease, Tenant, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant's expense, shall duly procure and thereafter maintain such license and, upon request by Landlord, submit the same to inspection by Landlord. Tenant, at Tenant's expense, shall at all times comply with the terms and conditions of each such license or cause to be complied with all Insurance Requirementspermit. Tenant shall not take furnish all data and information to governmental authorities and Landlord as required in accordance with legal, regulatory, licensing or omit other similar requirements as they relate to take, Tenant's use or permit to be taken or omitted to be taken, any action, occupancy of the taking or omission of which materially impairs the value Premises or the usefulness of any Property or any part thereof for its Permitted UseBuilding. (bc) In Landlord shall comply with the event thatrequirements of all applicable governmental laws, in rules and regulations, including without limitation the reasonable determination Americans With Disabilities Act of Tenant1990, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments applicable to the Additional Rent and other related mattersBuilding and, to the extent Tenant is not obligated to comply therewith under clause (vi) of Section 5.1(b), to the Premises; provided, however, in no event Landlord's failure to comply with such laws, rules and regulations with respect to any portion of the Property outside the Premises shall not constitute a default under Section 13.2 unless (i) such failure unreasonably interferes with Tenant's access to the Minimum Rent Premises or with Tenant's use and enjoyment of the Premises and/or the Common Areas or (ii) Tenant may be reduced subject to a fine, penalty or abated enforcement action as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefailure.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, occupied by Tenant only for Permitted Uses and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use without Landlord's express written consent. (b) Tenant agrees to conform to the prior written following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with the Rules and Regulations established by Landlord therefore; (ii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for signs or lettering on the entry doors to the Premises provided such signs conform to sign standards for the Building adopted by Landlord in its sole discretion and Tenant has submitted to Landlord a plan or sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be placed on such entry doors. Landlord agrees, however, to maintain a tenant directory in the lobby of the Building (and, in the case of multi-tenant floors, in that floor's elevator lobby) in which will be placed Tenant's name (or any approved assignee's name) and the location of the Premises in the Building. Notwithstanding the foregoing, Tenant shall have the right to place Tenant's name on the Building or on a sign next to the Building, at Tenant's sole cost and expense, provided Tenant obtains Landlord's consent, which shall not be unreasonably withheld, conditioned or delayed and the consent of any applicable governmental authorities, and Tenant delivers to Landlord plans for installation of such sign, which shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. No use Landlord hereby consents to Tenant's exterior signage, as set forth in Exhibit M attached hereto and incorporated herein; (iii) Tenant shall be made not perform any act or permitted to be made of carry on any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwriter’s regulations. cause any offensive odors or loud noise or constitute a nuisance or a menace to any other tenant or tenants or other persons in the Building; (iv) Tenant shall, at in its sole cost (except as expressly provided in Section 5.1.2(b))use of the Premises, comply with the requirements of all applicable governmental laws, rules and regulations, including, without limitation, the Americans With Disabilities Act of 1990 and the regulations of the Massachusetts Architectural Access Board. Landlord warrants and represents that the Base Building Work will comply with the Title III of the Americans with Disabilities Act of 1990 and any regulations or cause accessibility guidelines promulgated thereunder and with any other federal, state or municipal laws, regulations or building codes concerning handicapped access (collectively, "Access Requirements"). To the extent that any alterations to the Building are required as a result of the Base Building Work, and are not due to Tenants' use of the Premises or Tenant's Work, in order to come into compliance with the Access Requirements, Landlord shall make such alterations. The costs thereof and any other costs of complying with any Access Requirements shall be complied with all Insurance Requirements. borne by Landlord and shall not be included in Operating Expenses; and (v) Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any actionabandon the Premises. For purposes of the foregoing, the taking or omission of which materially impairs term "abandonment" shall mean vacating the value or the usefulness of any Property or any part thereof for its Permitted UsePremises and failing to perform Tenant's obligations hereunder. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shallagrees that the Premises shall be used and occupied by Tenant only for Permitted Uses. (b) Tenant agrees to conform to the following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established and uniformly applied by Landlord therefor; (ii) Except as otherwise expressly permitted by this Lease, Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any signs, symbol, advertisements or the like visible to public view outside of the Premises with the exception of identity signage in Tenant's entrance area which may be visible in the main lobby of the Building. Landlord will not unreasonably withhold consent for such interior signs or signs or lettering on the entry doors to the Premises provided such signs conform to building standards adopted by Landlord and Tenant has first submitted a sketch of the sign to Landlord for its approval. Landlord shall install, at Landlord's sole cost and expense, Tenant's name on signage on the main Building In addition, provided that and so long as Tenant is occupying the entire Premises, Tenant shall have the right, at Tenant's sole cost and expense, to place Tenant's logo on the tombstone sign at the entrance to the Building. The size and location of Tenant's logo on such tombstone sign shall be subject to Landlord's approval, which approval will not be unreasonably withheld or delayed. Any and all signs installed by or on behalf of Tenant shall be removed by Tenant upon expiration or earlier termination of the Term of the Lease (repairing any damage to the Property or any portion thereof caused by such installation). Tenant shall also maintain and repair any such signage in good condition at all times during the Term, and at any other time that Tenant shall be in possession Term of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. this Lease. (iii) Tenant shall not use (and shall not permit perform any Person to use) act or carry on any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwriter’s regulations. cause offensive odors or loud noise or constitute a nuisance or menace to any other tenant or tenants or other persons in the Building; (iv) Tenant shall, at its sole cost and expense: (except as expressly provided x) in Section 5.1.2(b))its use of the Premises, the Building or the Land under the Lease, comply or cause to be complied with the requirements of all Insurance Requirements. Tenant shall not take or omit to takeapplicable governmental laws, or permit to be taken or omitted to be takenrules and regulations including, any actionwithout limitation, the taking or omission Americans with Disabilities Act of 1990, as amended (the "ADA") and (y) pay for and perform any work necessary to bring the Premises into compliance with the ADA which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments work is required due to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative Tenant's use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyPremises. In the event that Landlord shall fail to accept or reject such Offer within thirty Nothing contained in this clause (30iv) days after receipt of such Notice, such Offer shall be deemed or construed to be rejected by Landlord. If Landlord shall sell the Property pursuant require Tenant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal perform alterations to the product of elevator in order to bring the net proceeds of sale received by Landlord multiplied by same into compliance with the Interest Rate. If Landlord ADA; and (v) Tenant shall reject (or be deemed to have rejected) such Offer, then, effective as of occupy the proposed date of such sale, this Agreement shall terminate with respect to such Property, Premises for the Permitted Uses and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefor no other purposes.

Permitted Use. Tenant covenants that the Premises will be used as general office and warehouse (a"Permitted Use") together with the incidental activities of Tenant, its affiliated companies or other subsidiary companies and for no other use or purpose. Tenant shallfurther covenants that the Premises will not be used or occupied for any unlawful purposes. Tenant agrees to and shall use the Premises solely for the purpose of conducting the Permitted Use and for no other business or purpose. Tenant also agrees not to conduct any catalogue, at all times during mail or telephone order sales in or from the TermPremises, except of merchandise which Tenant is permitted to sell "over the counter" in the Premises. Tenant agrees to conduct Tenant's business in the Premises under Tenant's Trade Name, which Tenant represents that it has the right to use. Tenant acknowledges that the Permitted Use is not a use granted exclusively to Tenant and at that Landlord reserves the right to lease premises in the building to others for the same or a similar Permitted Use. Tenant further acknowledges that it has received no written or oral inducements from Landlord or any of Landlord's representatives concerning this Lease (other time than as specifically set forth herein) or that Tenant shall will be in possession of granted any Property, continuously use and operate, or cause to such exclusive rights. Tenant further covenants that the Premises will not be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, occupied for any other use without the prior written consent of Landlord, which approval shall unlawful purposes. The Tenant will not be unreasonably withheld, delayed make or conditioned. No use shall be made or permitted permit to be made any use of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property Premises or any part thereof (unless another adequate policy is available) which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or which would constitute a default under any ground lease affecting such Propertydirectly or indirectly is forbidden by public law, nor shall Tenant sell ordinance or otherwise provide to residents governmental regulation; or patients therein, make or permit to be kept, used or sold in or about any Property any article use of the Premises which may be prohibited by law dangerous, noxious or by offensive or create or maintain any nuisance or disturbance in, at or on the standard form Premises; or make or permit any use of fire the Premises which may invalidate, or increase the premium cost of any policy of insurance policiescarried on the Building and EXHIBIT 10.26 environs and their operation, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event thatuse which, in Landlord's sole judgement, shall impair the reasonable determination of Tenantcharacter, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced reputation or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy appearance of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, Building and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateenvirons.

Permitted Use. (a) Tenant shallSubject to the terms and conditions of this Sublease, at all times during the Term, and at any other time that Tenant Subtenant shall be in possession of any Property, continuously use and operateoccupy the Premises for the installation, or cause operations and maintenance of telecommunications systems and related equipment and transmissions facilities, including, but not limited to, a local and long distance switch, node, customer collocation subject to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such OfferSection 19.3 and related equipment, Tenant shall give Landlord Notice thereoftogether with general administrative and executive office purposes, which Notice shall include a copy all as permitted by applicable laws, rules and regulations and with the class and character of the Offer executed by such third partyBuilding as one of the first class buildings for ancillary/administrative office operations located in downtown Los Angeles ("Comparable Buildings"). In Such permitted uses may be collectively referred to in this Sublease as the event "Permitted Use". Subject to the terms and conditions of this Sublease, including without limitation the Rules and Regulations and the Work Letter, Subtenant shall have the right to install, operate, repair and maintain its telecommunications systems and related equipment in horizontal and vertical shafts, risers and pathways within the Building and in accordance with all governmental codes and regulations, for the purpose of providing telecommunications services to its customers. Sublandlord confirms, to the best of its actual knowledge, that Landlord shall fail the Building complies with all codes, laws and regulations (including, without limitation, handicapped access laws) applicable to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective Building as of the date of such salethis Sublease. Subtenant shall obtain, maintain and comply with the terms and conditions of all licenses and permits required by law for the uses permitted hereunder. Subject to Subtenant's compliance with the terms of this Agreement Sublease, Subtenant shall terminate with respect have access to such Property, the Building and the Minimum Rent Parking Garage 24 hours per day, 7 days per week, 365 days per year, subject to temporary, full or partial closures which may be required from time to time for construction, maintenance, repairs, actual or threatened emergency or other events or circumstances which make it reasonably necessary to temporarily restrict or limit access. Except in the case of emergencies, Sublandlord shall be reduced by an amount equal provide Subtenant sufficient prior written notice of such temporary restricted access and shall exercise commercially reasonable efforts to the product minimize any interruption to Subtenant's use, possession and occupancy of the net proceeds Premises under the terms of sale received by Landlord multiplied by this Sublease. As used herein, the Interest Rate. If Landlord "actual knowledge" of Sublandlord shall reject (mean the actual current knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇, in her capacity as an officer of Sublandlord, without any duty of inquiry or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, investigation and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratewithout having any personal liability therefor.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name Travel Centers of America or Goasis, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of the Commencement Date. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(bin SECTION 5.1. 2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; providedPROVIDED, howeverHOWEVER, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”"OFFER") to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product to, at Landlord's option, (x) eight and one half percent (8.5%) of the net proceeds of sale received by Landlord multiplied or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the Interest Rateparties or, absent agreement, by an appraiser designated by Landlord. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product to, at Landlord's option, (x) eight and one half percent (8.5%) of the projected net proceeds determined by reference to such Offer multiplied (and, at Landlord's request, Tenant shall cause TCA (or its Affiliated Persons) to enter into a franchise agreement on market terms with Landlord or Landlord's designee providing for the operation of such Property by Landlord or such designee as a Travel Center under the Interest RateTCA brand) or (y) the Fair Market Value Rent of the applicable Property on the Commencement Date, such Fair Market Value Rent to be determined by agreement of the parties or, absent agreement, by an appraiser designated by Landlord. Notwithstanding the foregoing, Tenant shall not have the right to invoke the provisions of this SECTION 4.1.1(b) with respect to more than 15 Properties during the Term.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such each Property as a skilled nursing/ nursing/intermediate care/independent living/assisted living/ living/special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, (i) Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord , and Tenant fail to agree on an alternative use for such Property within sixty (60ii) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “"Offer”") to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall either sell the Property pursuant to such Offer or reject such Offer, thenas the case may be, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to ten percent (10%) of the product net proceeds of sale received by Landlord or, in the case of rejection, the projected net proceeds determined by reference to such Offer multiplied by the Interest RateOffer.

Permitted Use. (a) Tenant shallshall use and occupy the Leased Premises only in conformity with law and in compliance with a certain Declaration of Covenants, at all times during the TermConditions and Restrictions dated February 28, 1983 and recorded on March 1, 1983 in ▇▇▇▇▇▇▇▇▇▇ County Deed Book 4702, page 1770, and at any for the purposes permitted under Section 1(m) hereof and for no other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretopurposes. Tenant shall not use (and shall not or permit any Person to use) use of the Leased Premises which creates any Property, or any portion thereof, for any other use without the prior written consent of Landlordsafety hazard, which approval shall not would be unreasonably withhelddangerous to the Leased Premises, delayed the Building or conditioned. No use shall be made or permitted to be made the occupants of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) same, or which would constitute be disturbing to any adjacent tenants in the Building or tenants of any adjacent building, or which would cause any increase in premium for any insurance which the Landlord may then have in effect with respect to the Leased Premises and/or the Building generally. Tenant shall not do any of the following in connection with the Leased Premises: (a) install, use or operate any machinery or equipment that is harmful to the Leased Premises or the Building; (b) place any weights in any portion of the Leased Premises beyond the safe carrying capacity of the floors thereof; (c) commit waste or permit waste to be committed or allow any nuisance on or in the Leased Premises or the Building; (d) vacate or desert the Leased Premises during the Lease Term except in the event of a default permitted sublease or assignment of this Lease in accordance with Section 23, unless Tenant shall first have requested and obtained Landlord's consent, which consent, inter alia, shall depend and be conditioned on Landlord's being furnished with such assurances as Landlord may require of the continuing performance by Tenant of its obligations under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, this Lease; (e) do or permit to be keptdone any act in violation of(i)the laws, used statutes, ordinances, regulations, orders or sold in requirements of any governmental authority having jurisdiction over the Leased Premises, (ii) the provisions of the fire or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereundercovering the Leased Premises and/or the Building now or thereafter obtained by Landlord or Tenant, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, iii) the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give rules and regulations promulgated by Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateSection 11.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be use the Office Premises solely for the Office Premises Permitted Use and the Retail Premises for the Retail Premises Permitted Use set forth in possession Section 13 of any Property, continuously use the Summary and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not or permit any Person the Premises or the Project to use) any Property, or any portion thereof, be used for any other use purpose or purposes whatsoever without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriterwithheld in Landlord’s regulationssole discretion. Tenant shall, at its sole own cost (except as expressly provided in Section 5.1.2(b))and expense, comply obtain and maintain any and all licenses, permits, and approvals necessary or cause appropriate for its use, occupation and operation of the Premises for the Permitted Use. Tenant’s inability to be complied with all Insurance Requirementsobtain or maintain any such license, permit or approval necessary or appropriate for its use, occupation or operation of the Premises shall not relieve it of its obligations under this Lease, including the obligation to pay Base Rent and Additional Rent. Tenant further covenants and agrees that Tenant shall not take or omit to takeuse, or suffer or permit any person or persons to be taken or omitted to be taken, any actionuse, the taking or omission of which materially impairs the value or the usefulness of any Property Premises or any part thereof for its Permitted Use. (b) In any use or purpose contrary to provisions of the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall Rules and Regulations set forth in reasonable detail Exhibit D, attached hereto (as the reasons therefor. Thereaftersame may be modified or rescinded from time to time), Landlord and Tenant shall negotiate or in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms violation of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy laws of the Offer executed United States of America, the state in which the Project is located, the ordinances, rules, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, or all recorded covenants, conditions, and restrictions now or hereafter affecting the Project including, without limitation, any certificate of occupancy, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by such third partyapplicable laws now or hereafter in effect (collectively, the “Law(s)”). In A violation of the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer Rules and Regulations by Tenant shall be deemed a default under this Article 5 Tenant shall not do or permit anything to be rejected by Landlord. If Landlord shall sell done in or about the Property pursuant to such Offer, then, effective as Project which will in any way damage the reputation of the date Project or obstruct or interfere with the rights of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product other tenants or occupants of the net proceeds of sale received by Landlord multiplied by Project, or injure or annoy them or use or allow the Interest Rate. If Landlord Project to be used for any improper, unlawful or objectionable purpose, nor shall reject (Tenant cause, maintain or be deemed to have rejected) such Offerpermit any nuisance in, then, effective as of on or about the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RatePremises.

Permitted Use. Tenant agrees that the Premises shall be used and occupied by Tenant only for the purpose specified as the use thereof in Section 1.2 of this Lease, and for no other purpose or purposes. Tenant further agrees to conform to the following provisions during the entire Lease Term: (a) Tenant shallshall cause all freight (including furniture, fixtures and equipment used by Tenant in the occupancy of the Premises) to be delivered to or removed from the Building and the Premises in such areas reasonably designated by Landlord therefor and in accordance with reasonable rules and regulations established by Landlord therefor, the hours for such delivery to be fixed so as not to violate the terms of the transportation access plan agreement ("TAPA") entered into by Landlord with the City of Boston; (b) Subject to Legal Requirements and so long as Tenant leases at all times least 50% of the office portions of the Building Tenant shall have the exclusive right to install signage on the door of the Premises and on the exterior of the Building, above the ground floor, subject only to the exceptions set forth below. The parties acknowledge that ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ("V&C") is a current tenant in Wing Two and that Landlord has obligated itself to provide certain signage rights in its lease to V&C. Tenant acknowledges that it has been informed by Landlord that V&C has the one time option to choose the location of its signage on the exterior of Wing Two as follows: (i) between the first and second floor; or (ii) between the second and third floor. Landlord shall use continuing reasonable efforts to cause V&C (or its successors, assigns or sublessees) to select option (i). Thereafter, V&C may install signage ("V&C Sign") only as set forth above, which signage may not be altered during the Term, term of the V&C lease except to change the name to any permitted assignee or sublessee of all or substantially all of the V&C premises but any such changed sign shall be of a similar size and at any other time that Tenant style and shall be in possession lieu of the V&C sign, and signage rights shall not transfer to any subtenant of less than substantially all of the V&C premises or licensee, or any other party that may acquire rights to use and occupy a portion of the premises currently leased by V&C. Upon the expiration or earlier termination of the V&C lease, the signage rights set forth above shall terminate and the V&C Sign shall be promptly removed by Landlord, at its sole cost and expense. Landlord represents that the V&C lease has a 10 year initial term with 2-5 year options of extension. The Landlord shall have the right to install on the exterior of the Building in the signage band serving the ground floor retail premises signage for the ground floor retail tenants. Tenant shall not place on the exterior of exterior walls (including both interior and exterior surfaces of windows and doors) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises except for a sign on the door of the Premises of the type commonly and customarily found in first-class office buildings for the purpose of identifying and locating the Premises and except for a sign located on the exterior of Wing One, the size and design of which sign shall always be subject to the prior approval of Landlord which shall not be unreasonably withheld or delayed and to compliance with all applicable law and regulations. Without Tenant's prior written approval signed by an executive officer of Tenant, no sign of any Propertyother tenant shall be located on the exterior of the Building above the ground floor level, continuously use except for the V&C sign as set forth above. Tenant will not install drapes, window blinds or other window coverings on exterior windows except for those reasonably approved by Landlord and operatein all events all such coverings shall be of a color reasonably approved by Landlord; (c) Tenant shall not perform any act or any practice which injures the Premises, or cause any other part of the Building, or causes any offensive odors or loud noise, or constitutes a nuisance to any other tenant or tenants or occupants or other persons in the Building, or be used detrimental to the reputation or appearance of the Building; Landlord shall impose a restriction to the substance of that set forth in this subsection (c) in leases of all other tenants in the Building and operatedshall use reasonable efforts to enforce such restrictions, but Landlord shall have no liability to Tenant in respect of its failure to enforce such Property restriction. (d) At Tenant's option, Landlord shall refer to Wing One of the Building as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, the "▇▇▇▇▇ Building" and any uses incidental theretoshall not be entitled to change the name of Wing One during the Term and shall not name the Building or Wing Two after another tenant. Tenant shall not use (and shall not permit any Person to use) any Propertythe name of the Building directly or indirectly in connection with Tenant's business, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any a part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant's address, it shall no longer be economically practical and Landlord reserves the right to operate change the name of the Building at any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, time but in no event shall the Minimum Rent name of the Building be reduced changed to the name of any other tenant of the Building or abated any business organization so long as a result thereof. If Landlord Tenant leases at least 35% of the office portion of the Building and Tenant fail to agree on an alternative use for such Property within sixty no other tenant leases more space in the Building; (60e) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, The Tenant shall give Landlord Notice thereofnot use, handle, store, release or discharge hazardous materials, oil, or hazardous wastes in the Premises except for small amounts of cleaning materials and other materials normally used in office uses which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall might be deemed to be rejected hazardous materials or hazardous waste under applicable law, provided that in its use, handling, storage, release and discharge thereof the Tenant shall comply with all applicable law and with the requirements of the manufacturers thereof; (f) Within the Premises, Tenant shall comply with the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) and the regulations and Accessibility Guidelines for Buildings and Facilities issued pursuant thereto (collectively the "ADA"), to the extent the same are applicable to the Premises; provided that Tenant shall not be required to so comply with the ADA to the extent that the Premises when delivered by Landlord to Tenant were not in compliance with the ADA or where compliance by Tenant is required as a result of any action by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Subject to the provisions of this Lease, the provisions of all applicable permits and licenses and the provisions of all applicable local, state and federal law, Tenant shall, at all times during shall use and occupy the TermLeased Premises as follows, and at any for no other time that Tenant shall be in possession of any Property, continuously purpose whatsoever: for general office use and operatefor purposes incidental thereto and as a medical research and/or process development laboratory. In the event Tenant assigns this interest in the Lease or sublets the Leased Premises pursuant to the provisions of Article 11 hereof, or cause to the Leased Premises may be used and operatedfor another lawful use, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person subject to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord’s consent, which approval shall not be unreasonably withheldwithheld or delayed. Tenant will not use or occupy or permit the use or occupancy of the Leased Premises for any purpose which is forbidden by law, delayed ordinance or conditioned. No governmental or municipal regulation or order; or permit the maintenance of any public or private nuisance; or do or permit any other thing which may disturb the quiet enjoyment of any other tenant of the Building; or keep any substance or carry on or permit any operation which might emit offensive odors or conditions into other portions of the Building or use shall be made any apparatus which might make undue noise or permitted create vibrations in the Building; or permit anything to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under increase the fire and extended coverage insurance rate on the Building or contents, provided that if there is any ground lease affecting increase in such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited rate by law or by the standard form reason of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination acts of Tenant, it shall no longer be economically practical then Tenant agrees to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for pay such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected increase promptly upon demand therefor by Landlord. If Payment by Tenant of any such rate increase shall not be a waiver of Tenant’s duty to comply herewith. However, Landlord shall sell represents that its insurance rate coverage premiums already take into consideration a Tenant that will operate a biotechnology laboratory in the Property pursuant to such Offer, then, effective as Leased Premises and expects no increase in premiums based on Tenant’s ordinary use of the date of such sale, this Agreement shall terminate with respect to such Property, and Leased Premises. Landlord represents that the Minimum Rent shall be reduced by an amount equal to the product Building is located in a building zone that allows Tenant’s permitted uses of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateLeased Premises.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such operate the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Residence Inn by Marriott hotel (or as currently operated, a hotel under any successor brand name) and any uses incidental theretothereto in accordance with the terms of the Franchise Agreement. Subject to Section 16.3, Tenant shall not use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.4(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In Notwithstanding the foregoing, in the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operateda Residence Inn by Marriott hotel or if the Franchisor shall terminate the Franchise Agreement, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent Percentage Rent, the Reserve and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereofabated. If Upon agreement by Landlord and Tenant fail to agree on an alternative use, Landlord shall use for such Property within sixty (60) days after commencing negotiations as aforesaidcommercially reasonable efforts, Tenant may market such Property for sale at Tenant's cost and expense, to a third party. If Tenant receives a bona fide offer (an “Offer”) obtain any approvals or waivers needed pursuant to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyLegal Requirements. In the event that Landlord shall fail to accept or reject operating the Leased Property for such Offer within thirty (30) days after receipt of such Notice, such Offer alternative use shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective outside of Tenant's expertise as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds reasonably determined by reference Tenant, Tenant may engage a third-party Manager, reasonably acceptable to Landlord, for such Offer multiplied by the Interest Ratepurpose.

Permitted Use. (a) Tenant shallLESSEE shall use the Premises solely for the purpose of constructing, at all times during the Termmaintaining, repairing and at any other time that Tenant shall be in possession of any Property, continuously use operating a communications facility and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant LESSEE shall not use (and shall not permit any Person have the right to use) any Propertyreplace, repair, add or otherwise modify its utilities, equipment, antennas and/or conduits or any portion thereofthereof and the frequencies over which the equipment operates, and the overall appearance of such communications facility shall be as set forth on the site plan which shall be included as part of Exhibit “B”. Before commencing any subsequent alterations to the Premises, LESSEE shall submit plans and specifications to LESSOR for any other use without the prior LESSOR's written consent of Landlordapproval, which approval shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. No use LESSEE shall be made have the right to replace the LESSEE’s equipment at any time during the Term with equipment that is of similar or permitted smaller size shape or number, upon prior written notice to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any LESSOR. For other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value alterations or the usefulness substitution of any Property or any part thereof for its Permitted Use. substantially larger equipment, LESSOR must pre-approve in writing such alterations in accordance with this Section. LESSOR shall provide a written response within forty-five (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (6045) days after commencing negotiations as aforesaid, Tenant may market such Property receipt of LESSEE’s request for sale approval. All work to a third partybe done by LESSEE shall be performed in accordance with the approved plans unless otherwise approved in writing by LESSOR. If Tenant receives a bona fide offer (an “Offer”) It is understood and agreed that LESSEE's ability to purchase such Property from a Person having use the financial capacity to implement Premises is contingent upon its obtaining after the terms execution date of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy this Agreement all of the Offer executed certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by such third partyany Federal, State or Local authorities as well as a satisfactory building structural analysis which will permit LESSEE use of the Premises as set forth above. In the event that Landlord shall fail to accept or reject such Offer within thirty (30i) days after receipt any of such Noticeapplications for such Governmental Approvals should be finally rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority; and (iii) LESSEE determines that such Offer Governmental Approvals may not be obtained in a timely manner, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be deemed given to LESSOR in accordance with the notice provisions set forth in Paragraph 17 and shall be rejected by Landlord. If Landlord shall sell effective upon the Property pursuant to such Offer, then, effective as of the date mailing of such salenotice by LESSEE, or upon such later date as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon such termination, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal of no further force or effect except to the product extent of the net proceeds of sale received representations, warranties and indemnities made by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal each Party to the product other hereunder. Otherwise, the LESSEE shall have no further obligations for the payment of the projected net proceeds determined by reference rent to such Offer multiplied by the Interest RateLESSOR.

Permitted Use. (a) Tenant shall, at all times during the TermTowerCo shall use, and at any other time that Tenant shall be in possession of any Property, continuously permit the use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any actionof, the taking or omission Subleased Property of which materially impairs each Site only for the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In TowerCo shall not use, or permit to be used, the event thatSubleased Property of any Site, in the reasonable determination of Tenant, it shall no longer be economically practical to operate or any Property as currently operated, Tenant shall give Landlord Notice portion thereof, which Notice shall set forth by TowerCo, any Person (other than BMI) or the public in reasonable detail such manner as might reasonably tend to impair BMI's title to or interest in such Site, or any portion thereof, or in such manner as might reasonably make possible a Claim or Claims of adverse usage or adverse possession by the reasons therefor. Thereafterpublic, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for as such, or any Person (other than BMI), or of implied dedication of such Subleased Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result any portion thereof. If Landlord Nothing contained in this Sublease and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed no action or inaction by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer BMI shall be deemed or construed to mean that BMI has granted to TowerCo any right, power or permission to do any act or make any agreement that may create, or give rise to or be the foundation for any such right, title, interest, lien, charge or other encumbrance upon the estate of BMI in any Site. (c) BMI shall not use, or permit to be rejected used, the Reserved Space of any Site, or any portion thereof, by Landlord. If Landlord shall sell BMI, any Person (other than TowerCo and Space Subtenants) or the Property pursuant public in such manner as might reasonably tend to impair TowerCo's title to or interest in such OfferSite, thenor any portion thereof, effective or in such manner as might reasonably make possible a Claim or Claims of adverse usage or adverse possession by the date public, as such, or any Person (other than TowerCo and Space Subtenants), or of implied dedication of such saleReserved Space, or any portion thereof. Nothing contained in this Agreement shall terminate with respect to such Property, Sublease and the Minimum Rent no action or inaction by TowerCo shall be reduced by an amount equal deemed or construed to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (mean that TowerCo has granted to BMI any right, power or permission to do any act or make any agreement that may create, or give rise to or be deemed to have rejected) the foundation for any such Offerright, thentitle, effective as interest, lien, charge or other encumbrance upon the estate of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateTowerCo in any Site.

Permitted Use. (a) Tenant shall, and shall cause Manager to, at all times during the Term, Term and at any other time that Tenant and Manager shall be in possession of any the Leased Property, continuously use and operate, or cause to be used the Leased Property solely and operated, such Property exclusively as a first class licensed (if licenses are available) assisted living, independent living and dementia care facility (and, at Tenant’s election, in Tenant’s sole and absolute discretion, a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatednursing facility), and any for such other uses as may be necessary or incidental theretoto such use (such as services provided directly to residents by Tenant or under Service Licenses, as such term is defined below), with appropriate amenities for the same and for no other purpose without interruption except for minimum necessary interruptions in respect to portions of the Leased Property for periods provided herein for repairs, renovations, replacements and rebuilding all of which shall be carried out pursuant to, and in accordance with the applicable provisions of this Agreement (the foregoing being referred to as the “Permitted Use”). Subject to Section 16.3, Tenant shall not not, and Tenant shall ensure that Manager shall not, use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor and Tenant shall not, and Tenant shall ensure that Manager shall not, sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Further, Tenant shall not not, and Tenant shall ensure that Manager shall not, take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In Notwithstanding the foregoing, in the event that, in the reasonable determination of Landlord and Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operatedan assisted living, independent living and dementia care facility, Landlord may elect to terminate this Agreement by providing to Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during the TermThe Premises shall be used only for general office use, and at for no other purpose without Landlord’s prior written consent. No retail sales may be made from the Premises. The Premises shall not be used for any other time that use which is disreputable, and no part of the Premises shall be used as an escort service, a massage parlor or spa, blood bank, medical clinic, or an adult book or adult videotape store (which are defined as stores in which any portion of the inventory is not available for sale or rental to children under 18 years old because such inventory explicitly details with or depicts human sexuality). Tenant shall be not sell, display, transmit or distribute (electronically or otherwise) materials or merchandise of a pornographic nature or merchandise generally sold in possession of any Property, continuously use and operate, an adult book or cause to be used and operated, such Property adult video tape store (as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretodefined above). Tenant shall not use (the Premises as living or sleeping quarters or a residence. Tenant shall not use the Premises to receive, store or handle any product, material or merchandise that is explosive or highly inflammable or hazardous. Tenant shall keep the Premises neat and clean at all times. Tenant shall not permit any Person objectionable or unpleasant odors, smoke, dust, gas, light, noise or vibrations to use) emanate from the Premises; nor commit, suffer or permit any Propertywaste in or upon the Premises; nor at any time sell, purchase or give away or permit the sale, purchase or gift of food in any form by or to any of Tenant’s agents or employees or other parties in the Premises; nor take any other action that would constitute a public or private nuisance or would disturb the quiet enjoyment of any other tenant of the Building, or unreasonably interfere with, or endanger Landlord or any portion thereof, other person; nor permit the Premises to be used for any other use without purpose or in any manner that would (1) void the prior written consent insurance thereon, (2) increase the insurance risk, (3) cause the disallowance of any sprinkler credits, (4) violate any Law (defined below) including, but not limited to, any zoning ordinance, or (5) be dangerous to life, limb or property. Tenant shall pay to Landlord on demand any increase in the cost of any insurance on the Premises or the Building incurred by Landlord, which approval is caused by Tenant’s use of the Premises or because Tenant vacates the Premises, and acceptance of such payment shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made constitute a waiver of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property Landlord’s other rights or any part thereof (unless another adequate policy is available) or which would constitute remedies nor a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination waiver of Tenant, it shall no longer be economically practical ’s duty to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratecomply herewith.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operatedoccupied by Tenant only for Permitted Uses and for no other purpose. (b) Tenant agrees to conform to the following provisions during the Term of this Lease: (i) Service and utility areas (whether or not a part of the premises) shall be used only for the particular purpose for which they were designed. Subject to the other terms and provisions of this Lease, Tenant may install at its own cost and expense so-called hot-cold water fountains, coffee makers, microwaves and so-called ▇▇▇▇▇ refrigerator-sink-stove combinations for the preparation of beverages and foods, provided that no cooking, frying, etc., are carried on in the Premises which require special exhaust venting. Tenant hereby acknowledges that the Building is not engineered to provide any such Property special venting. (ii) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established by Landlord in accordance with Section 14.7; (iii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any signs, symbol, advertisement or the like, except as provided in this clause (iii). Landlord shall not unreasonably withhold or delay its consent with respect to the installation of signs or lettering on the entry doors to the Premises provided such signs conform to then Building standards adopted by Landlord in its sole discretion; Tenant shall submit to Landlord a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedplan or sketch of the sign (including size, color, material, location and method of affixation) to be placed on or at such entry doors in connection with Tenant’s request for Landlord’s consent. Landlord shall pay for the cost of any Building-standard suite entry signage selected by Tenant, and Tenant shall pay for any uses incidental theretoadditional costs and expenses with respect to any above Building-standard signage selected by Tenant and approved by Landlord as aforesaid. Landlord agrees to maintain a tenant directory in the lobby of the Building in which will be placed Tenant’s name and the location of the Premises in the Building, and a directory on each floor with the names of up to five of Tenant’s departments. In addition, subject to the approval of applicable governmental authorities, Landlord hereby consents to the installation of Tenant’s sign on the exterior of the east side of the Building, as conceptually depicted and in the location specified on Exhibit ES, which shall be purchased and installed at Tenant’s sole cost and expense. Upon the expiration or earlier termination of this Lease, Tenant shall remove the sign (but not the supports) from the exterior of the Building, remove the supports for such Building sign (unless other directed by Landlord), repair any damage to the Building’s exterior caused by such removal, and restore the exterior of the Building to the condition existing prior to the placement of such sign and support on the Building, reasonable wear and tear and damage by fire or other casualty excepted. Landlord hereby agrees further to place Tenant’s name on the monument sign at the entrance to the Building, which signage shall be consistent with the Building standard graphics and lettering for the monument sign; (iv) Notwithstanding any provision of this Lease, Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereofsuffer or permit the use or occupancy of, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made suffer or permitted permit anything to be made done in or anything to be brought into or kept in or about the Premises of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property Building or any part thereof (unless another adequate policy is availableincluding, without limitation, any materials appliances or equipment used in the construction or other preparation of the Premises and furniture and carpeting): (a) for any unlawful purposes or which would constitute a default under in any ground lease affecting such Propertyunlawful manner; (b) which, nor in the reasonable judgment of Landlord shall Tenant sell in any way materially impair, interfere with or otherwise provide to residents diminish the quality of any of the Building services or patients thereinthe proper and economic heating, cleaning, ventilating, air conditioning or other servicing of the Building, or permit to be keptPremises, used or sold with the use or occupancy of any of the other areas of the Building, which is consistent with the maintenance of the Building as an office building of the first class in the quality of its maintenance, use, or about occupancy; (v) Tenant shall not perform any Property act or carry on any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwritercause any offensive odors or loud noise or constitute a nuisance or a menace to, or otherwise interfere with the business of, any other tenant or tenants or other persons in the Building; (vi) Tenant shall comply with the requirements of all applicable governmental laws, rules and regulations, including without limitation the Americans With Disabilities Act of 1990, to the extent such compliance is required as a result of the specific manner in which Tenant is using the Premises, Tenant’s regulations. layout of the Premises, or any alterations or improvements performed by Tenant shallsubsequent to the completion of Landlord’s Work; and (vii) If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, and if the failure to secure such licenses or permit would in any way affect Landlord, the Premises, the Building or Tenant’s ability to perform any of its obligations under this Lease, Tenant, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant’s expense, shall duly procure and thereafter maintain such license and, upon request by Landlord, submit the same to inspection by Landlord. Tenant, at Tenant’s expense, shall at all times comply with the terms and conditions of each such license or cause to be complied with all Insurance Requirementspermit. Tenant shall not take furnish all data and information to governmental authorities and Landlord as required in accordance with legal, regulatory, licensing or omit other similar requirements as they relate to take, Tenant’s use or permit to be taken or omitted to be taken, any action, occupancy of the taking or omission of which materially impairs the value Premises or the usefulness of any Property or any part thereof for its Permitted UseBuilding. (bc) In Landlord shall comply with the event thatrequirements of all applicable governmental laws, in rules and regulations, including without limitation the reasonable determination Americans With Disabilities Act of Tenant1990, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments applicable to the Additional Rent and other related mattersBuilding and, to the extent Tenant is not obligated to comply therewith under clause (vi) of Section 5.1(b), to the Premises; provided, however, in no event Landlord’s failure to comply with such laws, rules and regulations with respect to any portion of the Property outside the Premises shall not constitute a default under Section 13.2 unless (i) such failure unreasonably interferes with Tenant’s access to the Minimum Rent Premises or with Tenant’s use and enjoyment of the Premises and/or the Common Areas or (ii) Tenant may be reduced subject to a fine, penalty or abated enforcement action as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefailure.

Permitted Use. Tenant will use the Premises only for the permitted use specified in the Basic Terms and may not use the Premises for any other purposes. Tenant shall be under no obligation to occupy the Premises, or once occupied, Tenant shall have the right to cease occupancy of the Premises, so long as Tenant continues to pay all Rent and perform all other obligations under this Lease. Tenant will not conduct such permitted use, or allow such permitted use to be conducted, in violation of any Laws or in any manner that would (a) Tenant shallviolate any certificate of occupancy affecting the Property; (b) violate, at all times during invalidate or cause a loss of coverage under any insurance now or after the Term, and at Effective Date in force with respect to the Property; (c) cause injury or damage to the Property or to the person or property of any other time that Tenant shall be in possession tenant of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any the Property, or any portion thereof, for unreasonably interfere with the use and enjoyment of the Property by any other use without tenant of the prior written consent Property; or (d) cause diminution in the value or usefulness of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property all or any part thereof of the Property (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by reasonable wear and tear excepted). Notwithstanding the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafterforegoing, Landlord and Tenant shall negotiate in good faith to agree on an alternative use acknowledge that a portion of the Premises may be used by Tenant for research and development of sound-producing electronic amplification products, and that Tenant will construct a “sound room” within the Premises and a “boom room” outside of the Premises for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in purposes. In no event shall may Tenant’s use of the Minimum Rent sound room or the boom room result in unreasonable levels of noise being transmitted outside of the Building or to space occupied by other tenants in the Building. Tenant will not commit any nuisance or waste in, on or about the Premises or the Property. In addition, Tenant may, from time to time, but not during Business Hours, conduct non-public events within the patio area of the Premises identified on EXHIBIT “C” (the location of which may be reduced or abated as a result thereof. If changed to another location mutually acceptable to Landlord and Tenant), provided that Landlord and Tenant fail agree to agree on an alternative use arrange appropriate time(s) outside of Business Hours for Tenant to conduct such Property events when the conduct of such events is least likely to disturb other tenants within sixty the Building. Notwithstanding anything to the contrary in the immediately preceding sentence, (60i) days after commencing negotiations so long as aforesaidthere are no other tenants in the Building, Tenant may market conduct any such Property for sale to a third party. If Tenant receives a bona fide offer events during Business Hours, and (an “Offer”ii) to purchase such Property from a Person having if there are other tenants in the financial capacity to implement the terms of such OfferBuilding, Tenant shall give Landlord Notice thereof, which Notice shall include a copy may conduct such events during Business Hours provided that Tenant has received the prior consent of all other tenants in the Offer executed by such third partyBuilding. In the event that the noise from such events or activities disturbs other tenants within the Building, Tenant will promptly decrease the noise emanating from such event until it no longer disturbs the applicable tenants in the Building, and Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt and Tenant will thereafter agree upon further reasonable measures for mitigating any adverse effects of such Noticenoise on other tenants. Tenant will not use the Common Area in any manner that is inconsistent with Tenant’s permitted use of the Premises nor in any manner that unreasonably interferes with the use of the Property by other occupants or users of the Property. Tenant will obtain and maintain, such Offer shall be deemed to be rejected by Landlordat Tenant’s sole cost and expense, all permits and approvals required under the Laws for Tenant’s use of the Property. If Tenant’s particular use or occupancy of the Premises or Property (even though within the scope of Tenant’s permitted use) causes or requires Landlord shall sell to incur any unusual or extraordinary costs or expenses (including, without limitation, costs for any (i) special governmental permits, (ii) special maintenance, monitoring, inspection or reporting requirements, (iii) additional insurance premiums, surcharges, policies or coverages, or (iv) other matters required solely as a result of Tenant’s particular use or occupancy of the Premises or Property), Landlord may ▇▇▇▇ Tenant directly therefor and Tenant will pay all such cost and expense so billed to Landlord as Additional Rent. So long as Tenant is using the Premises for the initial Tenant’s Permitted Use described in the Basic Terms, Landlord will not lease any space within the Property pursuant to such Offerany individual, thencorporation, effective as partnership, unincorporated association, limited liability company, trust, governmental authority or other entity engaged in the business of the date of such salemanufacturing or selling, this Agreement shall terminate with respect to such Propertyat wholesale or retail, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (fretted musical instruments, musical instrument amplification equipment, sound reinforcement equipment, or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Raterelated products or accessories.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, occupied by Tenant only for Permitted Uses and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any no other use without Landlord's prior express written consent. (b) Tenant agrees to conform to the prior written consent following provisions during the Term of Landlord, which approval this Lease: (i) Tenant shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted cause all freight to be made of any Property delivered to or removed from the Building and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property Premises or any part thereof the Park in accordance with the Rules and Regulations established by Landlord therefor; (unless another adequate policy is availableii) or which would constitute a default under any ground lease affecting such PropertySubject to Landlord's prior consent and applicable zoning laws, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallmay, at its sole cost (except and expense, erect a lighted sign on both sides of the Building, similar in style and fashion to the signs currently in place for Progress Software. Other than as expressly provided in Section 5.1.2(b))the immediately preceding sentence, Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises. Landlord will not withhold consent for any signs and lettering provided that such signs or lettering comply with law and conform to any sign standards of Landlord and/or the Park, and provided that Tenant has submitted to Landlord a plan or cause sketch in reasonable detail (showing, without limitation, size, color, location, materials and method of affixation) of the sign to be complied with all Insurance Requirements. placed on such entry doors; (iii) Tenant shall not take perform any act or omit to takecarry on any practice which may injure the Premises, or permit any other part of the Building or the Property, or cause any offensive odors or loud noise or constitute a nuisance or a menace to be taken any other tenant or omitted tenants or other persons in the Building; and (iv) Tenant shall, in its use of the Premises, comply with the requirements of all applicable governmental laws, rules and regulations, as amended from time to be takentime, any actionincluding, without limitation, the taking Americans With Disabilities Act of 1990 and any applicable state and local regulations regarding architectural access or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Usecomparable regulations. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. (a) Tenant shall, at all times during the Term, Term and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such the Leased Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility [Residence Inn] [TownePlace Suites] hotel (or as currently operated, a hotel under any successor brand name) and any uses incidental theretothereto in accordance with the terms of the Franchise Agreement. Subject to Section 16.3, Tenant shall not use (and shall not permit any Person to use) any Property, the Leased Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any the Leased Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such the Leased Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any the Leased Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b5.1.4(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, take any action, the taking or omission of which materially impairs the value or the usefulness of any the Leased Property or any part thereof for its Permitted Use. (b) In Notwithstanding the foregoing, in the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operateda [Residence Inn] [TownePlace Suites] hotel or if the Franchisor shall terminate the Franchise Agreement, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such the Leased Property, appropriate adjustments to the Additional Rent Percentage Rent, the Reserve and other related matters; provided, however, in no such event shall the Minimum Rent be reduced or abated as a result thereofabated. If Upon agreement by Landlord and Tenant fail to agree on an alternative use, Landlord shall use for such Property within sixty (60) days after commencing negotiations as aforesaidcommercially reasonable efforts, Tenant may market such Property for sale at Tenant's cost and expense, to a third party. If Tenant receives a bona fide offer (an “Offer”) obtain any approvals or waivers needed pursuant to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third partyLegal Requirements. In the event that Landlord shall fail to accept or reject operating the Leased Property for such Offer within thirty (30) days after receipt of such Notice, such Offer alternative use shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective outside of Tenant's expertise as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds reasonably determined by reference Tenant, Tenant may engage a third-party Manager, reasonably acceptable to Landlord, for such Offer multiplied by the Interest Ratepurpose.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any the Leased Property, continuously use and operate, or cause to be used and operated, such each Property as a skilled nursing/ nursing/intermediate care/independent living/assisted living/ living/special care/group home care facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such any of the Leased Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any of the Leased Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, (i) Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord , and Tenant fail to agree on an alternative use for such Property within sixty (60ii) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party; provided, however, that so long as the MSLS Operating Agreement with respect to such Property remains in effect, such sale shall be subject to, and comply with the terms of, any applicable restrictions on the sale or other transfer to such third party contained in such MSLS Operating Agreement or in any other document or instrument executed in connection therewith or otherwise related thereto. If Tenant receives a bona fide offer (an “"Offer”") to purchase such Property that complies with the requirements of the preceding clause (ii) from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall either sell the Property pursuant to such Offer, thenor reject such Offer, effective as of the date or proposed date of such sale, as the case may be, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product ten percent (10%) of the net proceeds of sale received by Landlord multiplied by or, in the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offercase of rejection, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateOffer.

Permitted Use. Tenant shall use the Premises only for the Permitted Use (aas defined in Article I(f) hereof). Tenant shallwill not occupy or use the Premises, at all times during or permit any portion of the TermPremises to be occupied or used, for any business or purpose other than the Permitted Use without Landlord's prior written consent or for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner or extrahazardous on account of fire, nor permit anything to be done which will in any way increase the rate of fire insurance on the Building or contents; and at in the event that, by reason of acts of Tenant, mere shall be any other time that increase in the rate of insurance on the Building or contents created by Tenant's acts or conduct of business then such acts of Tenant shall be in possession deemed to be an event of default hereunder, unless Tenant hereby agrees to pay to Landlord the amount of such increase on demand and acceptance of such payment shall not constitute a waiver of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoof Landlord's other rights provided herein. Tenant shall will conduct its business and control its agents, employees and invitees in such a manner as not use to create any nuisance, nor interfere with, annoy or disturb other tenants or Landlord in management of the project of which the Premises form a part. Landlord agrees to include a provision substantially similar to the preceding sentence within other tenant leases respecting the Building. Tenant will maintain the Premises in a clean, healthful and safe condition and will comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and shall not permit other agencies or bodies having any Person to usejurisdiction thereof) any Propertyas provided for in Section 7.3 below. Tenant will not, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheldpaint, delayed install lighting or conditioned. No use shall be made decoration, or permitted to be made install any signs, window or door lettering or advertising media of any Property and no acts shall be done thereon which will cause type on or about the cancellation of any insurance policy covering such Property Premises or any part thereof (unless another adequate policy is available) or which would constitute a default under thereof. Should Landlord agree in writing to any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by of the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, items in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operatedpreceding sentence, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate will maintain such permitted item in good faith condition and repair at all times. Outside storage, including but not limited to agree on an alternative use for such Propertytrucks or other vehicles, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by is also prohibited without Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate's prior written consent.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operatethe Premises only for the Permitted Use. Tenant will not occupy or use the Premises, or cause permit any portion of the Premises to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, occupied or any portion thereofused, for any business or purpose other than the Permitted Use or for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner or extra hazardous on account of fire, nor shall Tenant use, store, discharge any "Hazardous Material" as defined in Section 45 hereof, nor permit anything to be done which will in any way increase the rate of insurance on the Building or contents; and if, by act of and to the extent caused by Tenant, there is any increase in the rate of insurance on the Building or contents created by Tenant's acts or conduct, then Tenant shall pay to Landlord the amount of such increase on demand. Acceptance of such payment shall not constitute a waiver of any of Landlord's other rights provided herein. Tenant will conduct its business and control its agents, employees and invitees to not create any nuisance, nor interfere with, annoy or disturb other tenants or Landlord in the management of the Building. Tenant will maintain the Premises in a clean, healthful and safe condition and will comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies of bodies having jurisdiction thereof) with reference to the use, condition or occupancy of the Premises. Tenant will not, without the prior written consent of Landlord, paint, install lighting or install any signs, window or door lettering or advertising media of any type on or about the Premises except as set forth on the Plans and Specifications described on Exhibit "G" attached hereto. The foregoing notwithstanding, Landlord agrees that Tenant shall have the right to utilize a portion of the available space on the sign marquis located or to be located at the entrance driveway for the Property in the area marked as "sign location" on the plat of survey attached hereto as Exhibit I and made a part hereof, upon which approval to place Tenant's sign. The size of such sign shall not exceed Tenant's Share of the available space on the marquis (after deducting the area of the Building identification sign), and the design of such sign shall be subject to Landlord's approval, such approval not to be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant Landlord shall not take or omit to take, or permit to be taken or omitted to be taken, any action, obstruct the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms view of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, sign from adjoining accessways and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Raterights-of-ways.

Permitted Use. (a) Tenant shall, at all times during the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility Travel Center, as currently operated, and any uses incidental thereto. Tenant shall operate the Travel Centers under the name “TA”, “Travel Centers of America” or “Goasis”, or such other name as TCA shall use for all or substantially all of the travel center locations operated by it and its Affiliated Persons as of January 31, 2007, except that Tenant may operate the Travel Centers at the Properties identified on Exhibit C attached hereto under the name “Petro” or “Petro Stopping Centers”. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients thereinprovide, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rate.

Permitted Use. a. The Premises shall be used and occupied by Tenant only for Permitted Uses and for no other purpose. b. Tenant shall conform to the following provisions during the Term of this Lease: i. Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable rules and regulations established by Landlord therefor; ii. Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of windows and doors) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises without the prior consent of Landlord. Landlord will not unreasonably withhold consent for signs or lettering on the entry doors to the Premises provided such signs conform to building standards adopted by Landlord and Tenant has submitted to Landlord a plan or sketch of the sign to be placed on such entry doors. Landlord agrees, however, to maintain a tenant directory in the lobby of the Building in which will be placed Tenant’s name and the location of the Premises in the Building. Notwithstanding the foregoing, Tenant shall have the right, at its sole expense, to install signs with the name “Abington Savings Bank” and its corporate logo on the exterior of the Building as shown on Exhibit A-2, having the dimensions shown on Exhibit A-2, provided that (a) Tenant shall, at all times during Landlord shall have the Term, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause right to be used and operated, approve such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlordsignage, which approval shall not be unreasonably withheldwithheld or delayed, delayed or conditioned. No use (b) Landlord, in cooperation with Tenant, shall be made responsible for obtaining all governmental permits and approvals required therefor, (c) the installation of the signage shall conform with the requirements of Section 5.2 hereof, and (d) Tenant shall remove such signage at the expiration or permitted earlier termination of this Lease, and shall repair all damage occasioned thereby. Landlord hereby agrees that the only other exterior signage attached to be made of any Property and no acts the Building shall be done thereon (x) any signage to which will cause ▇▇▇▇▇ Electric is entitled under its Lease in the cancellation of Building, and (y) signage for one additional tenant, which signage shall be in the location shown on Exhibit A-2. iii. Tenant shall not perform any insurance policy covering such Property act or carry on any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided cause any offensive odors or loud noise or constitute a nuisance or a menace to any other tenant or tenants or other persons in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirementsthe Building; and iv. Tenant shall not take or omit to takeoperate any cooking apparatus (except for coffee making equipment, a microwave oven, a standard size refrigerator and a sink), except in locations improved by Tenant for kitchen purposes in accordance with plans approved by Landlord therefor (which approval shall not be unreasonably withheld), or permit to be taken or omitted to be taken, locate any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event thatvending machines, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RatePremises.

Permitted Use. The Premises shall be continuously used for the sole purpose of general business offices and/or for receiving, storing, shipping and selling (aother than at retail) products, materials and merchandise made and/or distributed by Tenant shalland for no other use or purpose. Tenant shall at its own cost and expense obtain any and all licenses and permits necessary for any such use. The overnight parking of automobiles, at all times during the Termtrucks or other vehicles, and at any other time that Tenant shall be in possession the outside storage of any Propertyproperty including trash or garbage are prohibited. Tenant agrees that it shall. at its own cost and expenses keep its employees, continuously use agents, customers, invitees, and/or licensees from parking on any streets running through or contiguous to the buildings or development of which the Premises are part thereof. Tenant agrees that no washing of any type will take place in the Premises including the truck apron and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoparking areas. Tenant shall not permit any objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take any other action which would constitute a nuisance or would disturb or endanger any other tenants of Development or unreasonably interfere with such tenants' use (and of their respective Premises or permit any use which would adversely affect the reputation of the Development. Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive, highly flammable or constitutes a hazardous substance or waste. Tenant shall not permit the Premises to be used for any Person purpose (including, without limitation, the storage of merchandise) in any manner which would render the insurance thereon void or increase the insurance rate thereof. Tenant agrees to indemnify and hold Landlord harmless against any and all loss, costs and claims, including attorney's fees relating to the improper storage, handling, transportation or disposal of explosive, highly flammable or hazardous materials or resulting from any other improper use) . Tenant shall comply with all governmental laws, ordinances and regulations applicable to the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of any Propertyviolations or nuisances in or upon, or connected with, the Premises, all at Tenant's sole expense. If, as a result of any portion change in the governmental laws, ordinances and regulations, the Premises must be altered to accommodate lawfully the use and occupancy thereof, for any other use without such alterations shall be made only with the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use but the entire cost thereof shall be made or permitted borne by Tenant; provided that the necessity of Landlord's consent shall in no way create any liability against Landlord for failure of Tenant to be made of any Property comply with such laws, ordinances and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shallshall take whatever other actions are necessary so that the Premises and Tenant's use thereof complies with the Fire Prevention Code of the National Fire Protection Association and any other fire prevention laws, at its sole cost (except as expressly provided in Section 5.1.2(b))ordinances, comply rules or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments regulations applicable to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RatePremises.

Permitted Use. (a) Tenant shall, at all times during agrees that the Term, and at any other time that Tenant Premises shall be in possession of any Property, continuously use and operate, or cause to be used and operatedoccupied by Tenant only for Permitted Uses. (b) Tenant agrees to conform to the following provisions during the Term of this Lease: (i) Tenant shall cause all freight to be delivered to or removed from the Building and the Premises in accordance with reasonable written rules and regulations established by Landlord therefor; (ii) Tenant will not place on the exterior of the Premises (including both interior and exterior surfaces of doors and interior surfaces of windows) or on any part of the Building outside the Premises, any signs, symbol, advertisements or the like visible to public view outside of the Premises. Landlord will not unreasonably withhold consent for signs or lettering on the entry doors to the Premises provided such Property as signs conform to building standards adopted by Landlord and Tenant has submitted a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operatedsketch of the sign to be placed on such entry doors. Landlord will not unreasonably withhold its consent to the placement of Tenant’s logo sign (the “Logo Wall Sign”) in a location on the wall outside of, and next to, the main third floor entry to the Premises provided that the exact location and size of such logo sign is first approved by Landlord and no flashing neon or rotating lighting thereof shall be permitted. The cost of purchase and installation of the Logo Wall Sign shall be borne by Tenant and Tenant shall maintain such Logo Wall sign in good condition and repair and upon expiration or earlier termination of the Lease, Tenant shall remove the Logo Wall Sign and repair any uses incidental damage to the wall and/or Building related thereto. , all at Tenant’s expense. (iii) Tenant shall not use (and shall not permit perform any Person to use) act or carry on any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building, or fire underwriter’s regulations. cause offensive odors or loud noise or constitute a nuisance or menace to any other tenant or tenants or other persons in the Building; (iv) Tenant shall, at its sole cost and expense: (except as expressly provided x) in Section 5.1.2(b))its use of the Premises, the Building or the Land, comply or cause to be complied with the requirements of all Insurance Requirements. Tenant shall not take or omit to takeapplicable governmental laws, or permit to be taken or omitted to be takenrules and regulations including, any actionwithout limitation, the taking or omission ADA and (y) pay for and perform any work necessary to bring the Premises into compliance with the ADA which work is required due to the Tenant’s use of which materially impairs the value or the usefulness of any Property Premises for office purposes or any part thereof for its Permitted Use. other use by Tenant (bbut nothing in this clause (y) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected require Tenant to pay for, or perform, work required in order to correct any failure of Landlord’s Work or the Building to comply with the ADA) and (z) pay for and perform any work necessary to bring the Building or Property into compliance with the ADA which work is required due to any alteration, addition or other work or installation by Landlord. If Landlord Tenant; and (v) Tenant shall sell continuously throughout the Property pursuant to such Offer, then, effective as Term of this Lease occupy the date of such sale, this Agreement shall terminate with respect to such Property, Premises for the Permitted Uses and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratefor no other purposes.

Permitted Use. Provider and Subscriber agree that for purposes of this Addendum, the terms and conditions of Section 5 of the MSA shall not apply to Provider Indices (aas defined below). Provider grants to Subscriber a limited, non-exclusive, non-transferable license to use the Provider indices described in Appendix A and provided in connection with the Services (individually, a “Provider Index” and collectively, the “Provider Indices”) Tenant shallfor the purpose of developing, at all times during the Termpreparing, creating, listing, trading, clearing, marketing, managing, calculating, maintaining, and/or promoting Subscriber’s investable financial instruments, financial products, separately managed accounts (collectively, “Subscriber Products”), and at any related metrics, data points, index values or other time that Tenant values, and such Provider Indices shall be in possession considered Information under the MSA. For clarity, any of any PropertySubscriber’s investable financial instruments, continuously use and operatefinancial products, or cause to separately managed accounts that use or are otherwise based on, managed to, or measured against (in whole or in part) a Provider Index will be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoconsidered “Subscriber Products”. Tenant Subscriber shall not use (and shall not permit any Person to use) any Property, or any portion thereof, the Provider Indices for any other use without purpose nor disclose the prior written consent of Landlord, which approval Provider Indices to other third parties except as provided herein. Subscriber shall not be unreasonably withheldcopy, delayed transfer, reproduce, or conditionedcreate derivative works from the Provider Indices for re-distribution to any third party. No use Nothing herein authorizes Subscriber to sub-license any of the Provider Indices. Subscriber shall be made not directly or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell indirectly disseminate or otherwise provide publish, distribute or disclose to residents or patients thereinany third-party any of the Provider Indices, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policiesProvider Index prices, or any other insurance policies information related to the Provider Indices that is considered confidential or proprietary by Provider. Notwithstanding the foregoing, Subscriber may disclose information related to the Provider Indices to Subscriber's investment advisers or sub-advisers managing Subscriber Products, provided that (i) the foregoing third parties agree to use the Provider Indices solely for Subscriber’s benefit and not for their own benefit or for the benefit of their other clients and subject to the other terms and conditions of the Agreement, and (ii) Subscriber shall be responsible and liable for such third parties’ compliance with the terms and conditions of the Agreement to the same extent it is liable for its own acts and omissions under the Agreement. Subscriber may also disclose information related to the Provider Indices within Regulatory Materials (as defined below) of Subscriber’s Products and in connection with any reporting requirements to each Subscriber Products’ account owners, as required to be carried hereundercomply with applicable laws, or fire underwriter’s rules, and regulations. Tenant shallSubscriber acknowledges and agrees that (i) all proprietary rights in the Provider Indices belong to Provider and its third-party licensors (if any); (ii) the Provider Indices were prepared, at selected, coordinated and arranged through the expenditure of substantial time, effort, judgment and money and constitutes valuable property of Provider and its licensors (as the case may be); and (iii) the Provider Indices and their compilation and composition, and any changes therein, are and will be in the complete control and sole cost discretion of Provider and/or Solactive (except as expressly provided in Section 5.1.2(b)defined below), comply or cause to be complied with all Insurance Requirementsas the case may be. Tenant Provider acknowledges that the Subscriber Products are the intellectual property of Subscriber. Without limiting the foregoing restrictions, unless explicitly authorized in an Addendum, Subscriber shall not take use the Provider Indices in any manner: (i) to develop, prepare, create, implement, support or omit to take, maintain Subscriber’s (or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value its affiliates’) corporate social responsibility program(s) or the usefulness like (including Subscriber’s or its affiliates’ vendor management/supply chain activities); (ii) in connection with Subscriber’s (or any of its affiliates’) internal corporate governance activities; or (iii) to assist, support, contribute to or otherwise enable Subscriber’s investment banking activities or other advisory or service offerings marketed or provided to corporations and other operating businesses. Upon the creation of any Property or any part thereof for its Permitted UseSubscriber Products, Subscriber shall provide notice to Provider via the ▇▇▇▇▇@▇▇▇-▇▇▇. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor▇▇▇ address. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to Where Subscriber Products are calculated by a third party. If Tenant receives a bona fide offer (an “Offer”) , Subscriber may share the list of securities and their weights relevant to purchase such Property from a Person having each Subscriber Product with the financial capacity to implement third party for the terms sole purpose of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy product construction and calculation of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratethose Subscriber Products.

Permitted Use. (a) Tenant shall, at all times during the ------------- Term, and at any other time that Tenant shall be in possession subject to temporary periods for the repair of any Propertydamage caused by casualty or Condemnation, continuously use and operate, or cause to be used and operated, such operate each Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, an extended stay hotel and any uses incidental thereto. Tenant shall not use (and shall not or permit to be used any Person to use) any Property, Property or any portion thereof, thereof for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall not change the brand of the Hotels without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned (and which consent is hereby granted with respect to the name "Homestead Guest Studios"), it being agreed that, on the Commencement Date, the Hotels shall be operated under the "Homestead Village" brand. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property), nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s 's regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))cost, comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any the Leased Property as currently operatedan extended stay hotel, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Propertythe Property or a replacement property therefor (in which event the affected Property shall be transferred to Tenant or Tenant's designee), appropriate adjustments to the Additional Rent and other related matters; provided, however, -------- ------- in no such event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Rateabated.

Permitted Use. The Premises shall be used and occupied only for the purposes set forth in Section 1.13 above (the “Permitted Use”), and for no other uses or purposes whatsoever. If any governmental license or permit shall be required for the proper and lawful conduct of the Permitted Use, or if a failure to procure such a license or permit could potentially adversely affect Landlord or the Project in any manner, then Tenant, at Tenant’s expense, shall (i) promptly procure and maintain such license or permit and submit the same to Landlord, and (ii) at all times, comply with the requirements of each such license or permit. Tenant warrants that it has investigated whether the Permitted Use and ▇▇▇▇▇▇’s contemplated manner of operation will comply with, and ▇▇▇▇▇▇ assumes the risk that the same are and will continue to be in compliance with, all applicable Laws (as defined in Section 6.2 below). Tenant agrees that under no circumstances shall Tenant be released in whole or in part from any of its obligations under this Lease as a result of any governmental authority’s disallowing or limiting the Permitted Use or Tenant’s manner of operation. If, in connection with an Alteration, improvement, or signage request, Tenant is required by an applicable governmental authority to obtain Landlord’s signature to an encroachment maintenance and removal agreement or similar agreement or undertaking (collectively, “Encroachment Agreement”), then as a condition to Landlord’s approval of ▇▇▇▇▇▇’s request and to Landlord’s entry into such Encroachment Agreement, Tenant hereby agrees to enter into an amendment to this Lease on Landlord’s standard form providing for (i) Tenant’s obligations regarding removal of (a) Tenant shallsuch Alteration, at all times during the Termimprovement or signage, and at any other time that Tenant shall be in possession of any Property, continuously use and operate, or cause to be used and operated, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. Tenant shall not use (and shall not permit any Person to use) any Property, or any portion thereof, for any other use without the prior written consent of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b)), comply or cause to be complied with all Insurance Requirements. Tenant shall not take or omit to take, or permit to be taken or omitted to be taken, any action, the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property Encroachment Agreement from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property’s title, and the Minimum Rent shall be reduced by an amount equal (ii) Tenant’s responsibility to the product of the net proceeds of sale received by perform and to indemnify, defend and hold harmless Landlord multiplied by the Interest Rate. If respecting all obligations and liabilities imposed on Landlord shall reject (or be deemed to have rejected) under such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateEncroachment Agreement.

Permitted Use. (a) Tenant shall, at all times during shall use the TermPremises only for the Permitted ------------- Use of the Premises specified in the Basic Lease Information and for lawful purposes incidental thereto, and at any no other time that purpose whatsoever. Tenant shall not do or permit to be done in, on or about the Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in possession any way conflict with any law, ordinance, rule, regulation or order now in force or which may hereafter be enacted, or which is prohibited by any insurance policy carried by Landlord for the Project, or will in any way increase the existing rate of (except to the extent Tenant pays the cost of any Propertysuch increase), continuously use and operateor disallow any fire rating or sprinkler credit, or cause a cancellation of, or affect any insurance for the Project. If Tenant causes any increase in the premium for any insurance covering the Project carried by Landlord, Tenant shall pay to Landlord, on written demand as Additional Rent, the entire amount of such increase. Tenant shall not do or permit anything to be used and operateddone in or about the Premises which will in any way unreasonably obstruct or interfere with the rights of Landlord or other tenants of the Project, such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental theretoor injure or annoy them. Tenant shall not use (and shall not permit any Person or allow the Premises to use) any Property, or any portion thereof, be used for any other use without the prior written consent of Landlordimproper, which approval shall not be unreasonably withheldimmoral, delayed unlawful or conditioned. No use shall be made or permitted to be made of any Property and no acts shall be done thereon which will cause the cancellation of any insurance policy covering such Property or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Propertyobjectionable activity, nor shall Tenant sell cause, maintain or permit any nuisance in, on or about the Premises or commit or suffer to be committed any waste in, on or about the Premises. Tenant shall not store any materials, equipment or vehicles outside the Premises and agrees that no washing of any type (including washing vehicles) shall take place in or outside the Premises. Tenant shall not receive, store or otherwise provide to residents handle any product or patients therein, material that is explosive or permit to be kept, used or sold highly inflammable. Tenant shall not install any signs on the Premises except as permitted in or about any Property any article which may be prohibited by law or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulationsWork Letter Agreement. Tenant shall, at its sole cost (except as expressly provided in Section 5.1.2(b))Tenant's expense, comply remove all such signs prior to or cause to be complied with all Insurance Requirements. Tenant shall not take upon termination of this Lease, repair any damage caused by the installation or omit to takeremoval of such signs, or permit to be taken or omitted to be taken, any action, and restore the taking or omission of which materially impairs the value or the usefulness of any Property or any part thereof for its Permitted Use. (b) In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall set forth in reasonable detail the reasons therefor. Thereafter, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments Premises to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms condition that existed before installation of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest Ratesigns.

Permitted Use. 4.1.1. Tenant agrees that the Premises shall be used and occupied by Tenant only for the Permitted Use, as provided in Section 1.2 of this Lease, and for no other purpose or purposes. 4.1.2. Tenant further covenants and agrees to conform to the following provisions during the entire Lease Term: (a) Tenant shallshall cause all freight (including furniture, at all times during fixtures and equipment used by Tenant in the Term, and at any other time that Tenant shall be in possession occupancy of any Property, continuously use and operate, or cause the Premises) to be used delivered to or removed from the Building and operated, the Premises in accordance with reasonable rules and regulations established by Landlord therefor and Landlord may require that such Property as a skilled nursing/ intermediate care/independent living/assisted living/ special care/group home facility as currently operated, and any uses incidental thereto. deliveries or removals be undertaken during periods other than Normal Building Operating Hours. (b) Tenant shall not use place on the exterior of exterior walls (including both interior and exterior surfaces of windows and doors) or on any part of the Building outside the Premises, any sign, symbol, advertisement or the like visible to public view outside of the Premises except as provided in the next paragraph. Notwithstanding the foregoing, Tenant may, at Tenant's sole expense, locate a sign at the entrance door to the Premises of the type commonly and customarily found in first-class office buildings for the purpose of identifying and locating the Premises, which sign and location shall not permit any Person be subject to use) any Property, or any portion thereof, for any other use without the prior written consent approval of Landlord, which approval shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. No use shall be made or permitted Where Landlord establishes reasonable standards for such signs, Tenant agrees to conform to the same and to submit for Landlord's prior approval, such approval not unreasonably to be made withheld, conditioned or delayed, a plan or sketch of the sign to be placed on or about such entry door and location thereof. Without limitation, lettering on windows and window displays are expressly prohibited. Landlord shall also provide Tenant, and any Property and no acts permitted successor or assign, with a listing on the Building's main tenant directory. (c) Tenant shall be done thereon which will cause the cancellation of not perform any insurance policy covering such Property act or any part thereof (unless another adequate policy is available) or which would constitute a default under any ground lease affecting such Property, nor shall Tenant sell or otherwise provide to residents or patients therein, or permit to be kept, used or sold in or about any Property any article practice which may be prohibited by law or by injure the standard form of fire insurance policiesPremises, or any other insurance policies required to be carried hereunderpart of the Building or the Property, or fire underwriter’s cause any offensive odors or loud noise, or constitute a nuisance or a menace to any other tenant or tenants or other persons in the Building, or be detrimental to the reputation or appearance of the Building, and Tenant shall permit no waste with respect to the Premises or the Property. (d) Tenant shall conduct Tenant's business in the Premises in such a manner that Tenant's invitees shall not collect, line up or linger in the lobby or corridors of the Building, but shall be entirely accommodated within the Premises. (e) Tenant shall comply and shall cause all employees to comply with all rules and regulations from time to time established by Landlord by suitable notice, including without limitation the current rules and regulations. , a copy of which are attached hereto as Exhibit B. Landlord shall not, however, be responsible for the noncompliance of any such rules and regulations by any other tenant or occupant. (f) Tenant shall, at its Tenant's sole cost (except as expressly provided in Section 5.1.2(b))expense, promptly comply or cause to be complied with all Insurance Requirements. Tenant shall not take applicable laws, ordinances, rules, regulations, orders, certificates of occupancy, conditional use or omit to takeother permits, or permit to be taken or omitted to be takenvariances, any actioncovenants and restrictions of record, the taking reasonable recommendations of Landlord's engineers or omission other consultants, and requirements of any fire insurance underwriters, rating bureaus or government agencies, now in effect or which materially impairs may hereafter come into effect during the value Lease Term relating in any manner to the Premises or the usefulness particular occupation or particular use (as opposed to office use generally, the cost for which shall be part of any Property or any part thereof for its Permitted Use. (b) In Operating Expenses to the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as currently operated, Tenant shall give Landlord Notice thereof, which Notice shall extent set forth in reasonable detail the reasons therefor. ThereafterSection 8.2) by Tenant (or any of its employees, Landlord and Tenant shall negotiate in good faith to agree on an alternative use for such Property, appropriate adjustments to the Additional Rent and other related matters; provided, however, in no event shall the Minimum Rent be reduced visitors or abated as a result thereof. If Landlord and Tenant fail to agree on an alternative use for such Property within sixty (60invitees) days after commencing negotiations as aforesaid, Tenant may market such Property for sale to a third party. If Tenant receives a bona fide offer (an “Offer”) to purchase such Property from a Person having the financial capacity to implement the terms of such Offer, Tenant shall give Landlord Notice thereof, which Notice shall include a copy of the Offer executed by such third party. In the event that Landlord shall fail to accept or reject such Offer within thirty Premises (30) days after receipt of such Notice, such Offer shall be deemed to be rejected by Landlord. If Landlord shall sell the Property pursuant to such Offer, then, effective as of the date of such sale, this Agreement shall terminate with respect to such Property, "Laws and the Minimum Rent shall be reduced by an amount equal to the product of the net proceeds of sale received by Landlord multiplied by the Interest Rate. If Landlord shall reject (or be deemed to have rejected) such Offer, then, effective as of the proposed date of such sale, this Agreement shall terminate with respect to such Property, and the Minimum Rent shall be reduced by an amount equal to the product of the projected net proceeds determined by reference to such Offer multiplied by the Interest RateRestrictions").