Common use of Preservation of Business Clause in Contracts

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Tenant acknowledges that a fair return to Sublessor Landlord on and protection of its investment in the Premises dependsLeased Property is dependent, in part, on Sublessee’s dedication to the Business and the concentration on the Leased Property during the Term of similar businesses the health care business of Sublessee Tenant and its Affiliates in the geographical area of each Facilitythe Leased Property. Sublessee Tenant further acknowledges that the diversion of residents or patient care activities (except and/or patients, as is necessary to provide residents or patients with an alternative level of care) applicable, from any Facility to other facilities owned or institutions owned, operated or managed, whether directly or indirectly, by Sublessee Tenant or its Affiliates at any time during the Term will have a material adverse effect impact on the value and utility of such Facilitythe Leased Property. ThereforeAccordingly, Sublessee agrees Landlord and Tenant agree that during the Term and for a period of two one (21) years year thereafter, neither Sublessee Tenant nor any of its Affiliates shall, without the prior written consent of SublessorLandlord: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to or goods which are directly competitive with those provided in connection with any Facility and the Primary Intended Use (which Tenant did not operate, own, manage or have any interest in on the Commencement Date), within (A) a three (3) mile radius of the business of the any such Facility within listed as “urban” on Exhibit A attached hereto or (B) a ten (10)-mile geographical 10) mile radius of any such Facility listed as “rural” on Exhibit A attached hereto; provided, however, the Facilityforegoing shall not be deemed or construed to apply to any facilities acquired by Tenant or its Affiliates after the Commencement Date, whether by acquisition, lease or management agreement, as part of a transaction or series of related transactions involving two (2) or more facilities, provided that, (A) less than fifty percent (50%) of the facilities involved in any such transaction are located within the area protected by this Section 7.3, or (ii) except as is necessary to provide residents or patients with an alternative level of carecare or as is otherwise necessary as a result of an admissions ban or non payment of stay or to ensure the health and welfare of other residents of any Facility, (A) recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or (B) divert actual or potential residents, residents or patients or care activities of the business conducted at the any Facility to any other facilities owned or operated by Sublessee Tenant or its Affiliates or to facilities from which they Tenant or its Affiliates receive any type of referral fees or other compensation for transferstransfer. Tenant further agrees that during the last year of the Initial Term or any applicable Renewal Term (unless Tenant has elected to renew this Master Lease for the next applicable Renewal Term) and for a period of one (1) year after the expiration or earlier termination of the Term, or (iii) Tenant shall not employ for other businesses any management or supervisory personnel working on at any Facility for any other business without the consent of Landlord in its reasonable discretion. Notwithstanding the foregoing, unless this Master Lease terminates as a result of an Event of Default by Tenant, the prohibition of employment during the one (1) year period after the expiration or in connection with any portion earlier termination of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated FacilitiesTerm shall not apply to unsolicited personnel who approach Tenant directly and request employment by Tenant.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten two (10)-mile 2)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases Subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Lessee acknowledges that a fair return to Sublessor Lessor on and protection of its investment in the Premises dependsLeased Property is dependent, in part, on Sublessee’s dedication to the Business and the concentration on the Leased Property during the Term of similar businesses the health care business of Sublessee Lessee and its Affiliates in the geographical area of each Facilitythe Leased Property. Sublessee Lessee further acknowledges that the diversion of residents or patient care activities (except and/or patients, as is necessary to provide residents or patients with an alternative level of care) applicable, from any Facility to other facilities owned or institutions owned, operated or managed, whether directly or indirectly, by Sublessee Lessee or its Affiliates at any time during the Term will have a material adverse effect impact on the value and utility of such Facilitythe Leased Property. ThereforeAccordingly, Sublessee agrees Lessor and Lessee agree that during the Term and for a period of two one (21) years year thereafter, neither Sublessee Lessee nor any of its Affiliates shall, without the prior written consent of SublessorLessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to or goods which are directly competitive with those provided in connection with any Facility and the Primary Intended Use (which Lessee did not operate, own, manage or have any interest in on the Amended Lease Release Date), within (A) a three (3) mile radius of the business of the any such Facility within listed as “urban” on Exhibit A attached hereto or (B) a ten (10)-mile geographical 10) mile radius of any such Facility listed as “rural” on Exhibit A attached hereto; provided, however, the Facilityforegoing shall not be deemed or construed to apply to any facilities acquired by Lessee or its Affiliates after the Amended Lease Release Date, whether by acquisition, lease or management agreement, as part of a transaction or series of related transactions involving two (2) or more facilities, provided that, (A) less than fifty percent (50%) of the facilities involved in any such transaction are located within the area protected by this Section, or (ii) except as is necessary to provide residents or patients with an alternative level of carecare or as is otherwise necessary as a result of an admissions ban or non payment of stay or to ensure the health and welfare of other residents of any Facility, (A) recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or (B) divert actual or potential residents, residents or patients or care activities of the business conducted at the any Facility to any other facilities owned or operated by Sublessee Lessee or its Affiliates or to facilities from which they Lessee or its Affiliates receive any type of referral fees or other compensation for transferstransfer. Lessee further agrees that during the last year of the Initial Term or any applicable Renewal Term (unless Lessee has elected to renew this Master Lease for the next applicable Renewal Term) and for a period of one (1) year after the expiration or earlier termination of the Term, or (iii) Lessee shall not employ for other businesses any management or supervisory personnel working on at any Facility for any other business without the consent of Lessor in its reasonable discretion. Notwithstanding the foregoing, unless this Master Lease terminates as a result of an Event of Default by Lessee, the prohibition of employment during the one (1) year period after the expiration or in connection with any portion earlier termination of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated FacilitiesTerm shall not apply to unsolicited personnel who approach Lessee directly and request employment by Lessee.

Preservation of Business. Sublessee Tenant acknowledges that a fair return to Sublessor Landlord on and protection of its investment in the Premises depends, in part, on Sublessee’s Tenant's dedication to the Business and the concentration of similar businesses of Sublessee Tenant and its Affiliates in the geographical area of each Facility. Sublessee Tenant further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee Tenant or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee Tenant agrees that during the Term and for a period of two (2) years thereafter, HHNZW/467833_2.doc3583-1 6 neither Sublessee Tenant nor any of its Affiliates shall, without the prior written consent of SublessorLandlord: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee Tenant or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee Tenant or an Affiliate leases or subleases additional facilities from Sublessor Landlord or Sublessor’s Landlord's Affiliates, the parties agree that Sublessee Tenant may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Tenant acknowledges that a fair return to Sublessor Landlord on and protection of its investment in the Premises dependsis dependent, in part, on Sublessee’s Tenant's dedication to the Business and the concentration on each Facility of similar businesses of Sublessee Tenant and its Affiliates in the geographical area of each such Facility. Sublessee Tenant further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee Tenant or its Affiliates at any time during the Term will have a material adverse effect affect on the value and utility of such Facility. Therefore, Sublessee Tenant agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee Tenant nor any of its Affiliates shall, without the prior written consent of SublessorLandlord: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of any Facility within an eight (8) mile radius of such Facility, provided, however, that Tenant and its Affiliates may continue to operate, own, manage, participate in or otherwise receive revenues from any of the Facility within a ten facilities listed on Schedule 3 (10)-mile geographical radius each an "Exempt Facility") so long as, after the date hereof, no aspects of the operations or management of any Exempt Facility are changed in any manner that results in such Exempt Facility becoming more competitive with any Facility, provided, however that routine maintenance and capital expenditures in the ordinary course of business and minor variations in the number of beds or living units, as applicable, in such other facilities shall not be deemed to violate the foregoing, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the any Facility to any other facilities owned or operated by Sublessee Tenant or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business Business or the any Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.. 7.4

Preservation of Business. Sublessee Lessee acknowledges that a fair return to Sublessor Lessor on and protection of its investment in the Premises depends, in part, on SublesseeLessee’s dedication to the Business and the concentration of similar businesses of Sublessee Lessee and its Affiliates in the geographical area of each Facility. Sublessee Lessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee Lessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee Lessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee Lessee nor any of its Affiliates shall, without the prior written consent of SublessorLessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee Lessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee Lessee or an Affiliate leases or subleases additional facilities from Sublessor Lessor or SublessorLessor’s Affiliates, the parties agree that Sublessee Lessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Tenant acknowledges that a fair return to Sublessor Landlord on and protection of its investment in the Premises dependsis dependent, in part, on Sublessee’s Tenant's dedication to the Business and the concentration on each Facility of similar businesses of Sublessee Tenant and its Affiliates in the geographical area of each such Facility. Sublessee Tenant further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee Tenant or its Affiliates at any time during the Term will have a material adverse effect affect on the value and utility of such Facility. Therefore, Sublessee Tenant agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee Tenant nor any of its Affiliates shall, without the prior written consent of SublessorLandlord: (iI) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of any Facility within an eight (8) mile radius of such Facility, provided, however, that Tenant and its Affiliates may continue to operate, own, manage, participate in or otherwise receive revenues from any of the Facility within a ten facilities listed on Schedule 4 (10)-mile geographical radius each an "EXEMPT FACILITY") so long as, after the date hereof, no aspects of the operations or management of any Exempt Facility are changed in any manner that results in such Exempt Facility becoming more competitive with any Facility, provided, however that routine maintenance and capital expenditures in the ordinary course of business and minor variations in the number of beds or living units, as applicable, in such other facilities shall not be deemed to violate the foregoing, (iiII) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the any Facility to any other facilities owned or operated by Sublessee Tenant or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iiiIII) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business Business or the any Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Lessee acknowledges that a fair return to Sublessor Lessor on and protection of its investment in the Premises depends, in part, on SublesseeLessee’s dedication to the Business and the concentration of similar businesses of Sublessee Lessee and its Affiliates in the geographical area of each the Facility. Sublessee Lessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any the Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such the Facility. Therefore, Sublessee Lessee agrees that during the Term and for a period of two (2) years thereafterTerm, neither Sublessee Lessee nor any of its Affiliates shall, without the prior written consent of SublessorLessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of the Facility within a ten (10)-mile l0)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any the Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the Facility to any other facilities owned or operated by Sublessee Lessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided. In the event Lessee deems it medically necessary to transfer any resident from the Facility to any other nursing, howeverhealth care, that if Sublessee senior housing or an Affiliate leases retirement housing facility owned or subleases additional facilities operated by Lessee or its affiliates or from Sublessor which they receive any type of referral fees or Sublessor’s Affiliatesother compensation, the parties agree that Sublessee may move employees among those Affiliated Facilities.Lessee shall provide written notice of such transfer to Lessor within two (2) business days of such transfer. 36734458_7

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of carecare or comply with contractual provisions of applicable admission agreements) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of the Facility within a ten (10)-mile l0)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfersfacilities, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilitiesaffiliated facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any HNZW/493958_2/3583-96 management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases Subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Tenant acknowledges that a fair return to Sublessor Landlord on and protection of its investment in the Premises dependsis dependent, in part, on Sublessee’s Tenant's dedication to the Business and the concentration on each Facility of similar businesses of Sublessee Tenant and its Affiliates in the geographical area of each such Facility. Sublessee Tenant further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee Tenant or its Affiliates at any time during the Term will have a material adverse effect affect on the value and utility of such Facility. Therefore, Sublessee Tenant agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee Tenant nor any of its Affiliates shall, without the prior written consent of SublessorLandlord: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of any Facility within an eight (8) mile radius of such Facility, provided, however, that Tenant and its Affiliates may continue to operate, own, manage, participate in or otherwise receive revenues 9393.9 (NHP Portfolio Lease) from any of the Facility within a ten facilities listed on Schedule 4 (10)-mile geographical radius each an "EXEMPT FACILITY") so long as, after the date hereof, no aspects of the operations or management of any Exempt Facility are changed in any manner that results in such Exempt Facility becoming more competitive with any Facility, provided, however that routine maintenance and capital expenditures in the ordinary course of business and minor variations in the number of beds or living units, as applicable, in such other facilities shall not be deemed to violate the foregoing, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the any Facility to any other facilities owned or operated by Sublessee Tenant or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business Business or the any Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee Tenant acknowledges that a fair return to Sublessor Landlord on and protection of its investment in the Premises depends, in part, on SublesseeTenant’s dedication to the Business and the concentration of similar businesses of Sublessee Tenant and its Affiliates in the geographical area of each Facility. Sublessee Tenant further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee Tenant or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee Tenant agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee Tenant nor any of its Affiliates shall, without the prior written consent of SublessorLandlord: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee Tenant or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee Tenant or an Affiliate leases or subleases Leases additional facilities from Sublessor Landlord or SublessorLandlord’s Affiliates, the parties agree that Sublessee Tenant may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative HNZW//3583-1 (Xxxxxxxxx) level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of carecare or comply with contractual provisions of applicable admission agreements) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee nor any of its Affiliates shall, excluding the nursing facility doing business as Four Seasons of Washington Courthouse, located at 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxxxxxxxx, Xxxx 00000 (provided that a monthly report of admitted/discharged residents will be provided to Sublessor of any such activities with respect to said facility), without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of the Facility within a ten (10)-mile l0)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfersfacilities, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilitiesaffiliated facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of carecare or comply with contractual provisions of applicable admission agreements) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee nor any of its Affiliates shall, excluding the nursing facility doing business as Four Seasons of Washington Courthouse, located at 200 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxxxxxxxx, Xxxx 00000 (provided that a monthly report of admitted/discharged residents will be provided to Sublessor of any such activities with respect to said facility), without the prior written consent of Sublessor: ; (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of the Facility within a ten (10)-mile l0)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfersfacilities, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilitiesaffiliated facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s 's dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile 10)-rnile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases Subleases additional facilities from Sublessor or Sublessor’s 's Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of carecare or comply with contractual provisions of applicable admission agreements) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee nor any of its Affiliates shall, excluding the nursing facility doing business as Four Seasons of Washington Courthouse, located at 200 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxxxxxxxx, Xxxx 00000 (provided that a monthly report of admitted/discharged residents will be provided to Sublessor of any such activities with respect to said facility), without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of the Facility within a ten (10)-mile l0)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfersfacilities, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.affiliated facilities. 8 SUBLEASE AGREEMENT GREENFIELD (Hearth & Care) (Rolf 11-30-18) FINAL CLEAN.docx

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of carecare or comply with contractual provisions of applicable admission agreements) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two one (21) years year thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business Business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business Business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfersfacilities, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilitiesaffiliated facilities.

Preservation of Business. Sublessee acknowledges that a fair return to Sublessor on and protection of its investment in the Premises depends, in part, on Sublessee’s dedication to the Business and the concentration of similar businesses of Sublessee and its Affiliates in the geographical area of each Facility. Sublessee further acknowledges that the diversion of residents or patient care activities (except as is necessary to provide residents or patients with an alternative level of care) from any Facility to other facilities owned or operated by Sublessee or its Affiliates at any time during the Term will have a material adverse effect on the value and utility of such Facility. Therefore, Sublessee agrees that during the Term and for a period of two (2) years thereafter, neither Sublessee nor any of its Affiliates shall, without the prior written consent of Sublessor: (i) operate, own, participate in or otherwise receive revenues from any other business providing services similar to those of the business of the Facility within a ten (10)-mile geographical radius of the Facility, (ii) except as is necessary to provide residents or patients with an alternative level of care, recommend or solicit the removal or transfer of any resident or patient from any Facility to any other nursing, health care, senior housing or retirement housing facility or divert actual or potential residents, patients or care activities of the business conducted at the Facility to any other facilities owned or operated by Sublessee or its Affiliates or from which they receive any type of referral fees or other compensation for transfers, or (iii) employ for other businesses any management or supervisory personnel working on or in connection with any portion of the business or the Facility; provided, however, that if Sublessee or an Affiliate leases or subleases Subleases additional facilities from Sublessor or Sublessor’s Affiliates, the parties agree that Sublessee may move employees among those Affiliated Facilities.