Common use of Surrender of Possession Clause in Contracts

Surrender of Possession. On the Termination Date, Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on the Commencement Date, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business or the Premises (except as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the Termination Date, Tenant shall on the last day of the Term or upon any sooner termination thereof, whether by lapse of time or by reason of Tenant’s Default or otherwise, surrender and deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property Premises in a neat and clean condition and in as broom clean, good a condition as existed on the Commencement Datecondition, ordinary wear and tear excepted, (b) a fully operationaland if Tenant shall thereafter remain in possession thereof, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change it shall be deemed guilty of ownership inspection survey for the transfer of operation of any portion forcible detainer of the Facility Premises and shall be subject to Landlord all the conditions and provisions contained herein and to ejection and removal, forcibly and otherwise, with or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies without process of all law. Upon the termination of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facilitythis Lease by lapse of time, Tenant shall not at any time during or after the Term seek remove furniture, trade fixtures and other personal property belonging to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and Tenant that are incident to the licensesbusiness of Tenant (as distinguished from personal property used in the operation of the Premises); such furniture, permits or certifications relating trade fixtures and other personal property belonging to Tenant and incident to the Business or the Premises (except business of Tenant are hereinafter referred to as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility“Trade Fixtures”. Tenant shall cooperate fully with repair any injury or damage to the Premises from such removal. If Tenant does not remove such Trade Fixtures from the Premises prior to the end of the Term, however ended, Landlord may, at its option, remove the same and deliver the same to any other place of business of Tenant or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designeewarehouse the same, and Tenant shall comply pay the cost of such removal (including the repair of any injury or damage to the Premises or the Improvements resulting from such removal), delivery and warehousing to Landlord on demand, or Landlord may treat such Trade Fixtures as having been conveyed to Landlord with all requests for an orderly transfer this Lease as a xxxx of the Businesssale, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender without further payment or credit by Landlord or Tenant. Any holding over by Tenant of the Premises after the expiration of this Lease shall operate and be construed to Landlord or its designee. Subject be a tenancy from month to all applicable lawsmonth only, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion at one hundred thirty percent (130%) of the Premisesmonthly installments of fixed rent, plus additional rent and other sums otherwise payable hereunder for the Term. Notwithstanding Nothing contained in this Section shall be construed to give Tenant the foregoing or any other language right to hold over after the contrary in expiration of this Lease, Tenant shall not be obligated and Landlord may exercise any and all remedies at law or in equity to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at recover possession of the Premises and may seek damages in the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property event of Tenant and/or its Affiliatessuch a hold over tenancy.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Sublease (the “Termination Date”), Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Sublessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee’s possession and occupancy pursuant to this Sublease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at TenantSublessee’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Sublessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Sublessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Sublessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant Sublessee shall cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Sublessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Sublessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Sublessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On Upon the Termination Dateexpiration of the Term or upon the termination of Tenant’s right of possession to all or a portion of the Premises, whether by lapse of time or at the option of Landlord as herein provided, Tenant shall deliver forthwith quietly and peaceably surrender the Premises or portion thereof to Landlord or its designee possession of (a) the Facility in good order, repair and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on the Commencement Datecondition, ordinary wear excepted. Any interest of Tenant in the alterations, improvements and tear exceptedadditions to the Premises made or paid for by Landlord or Tenant shall, (b) a fully operationalwithout compensation to Tenant, licensed and certified (if applicable) business become Landlord’s property at the Facility includingtermination of this Lease by lapse of time or otherwise and if such option is exercised such alterations, improvements and additions shall be relinquished to Landlord in good condition, ordinary wear excepted. Prior to the termination of the Term or of Tenant’s right of possession Tenant shall remove office furniture, trade fixtures, office equipment and all other items of Tenant’s property on the Premises. Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Premises and to the Building caused by any removal required hereunder. If Tenant shall fail or refuse to remove any such property from the Premises, Tenant shall be conclusively presumed to have abandoned the same, and title thereto shall thereupon pass to Landlord without any cost either by set-off, credit, allowance or otherwise, and Landlord may at its option accept the title to such property or, at Tenant’s sole costexpense, may (i) remove the same or any Alterations necessitated bypart in any manner that Landlord shall choose, or imposed in connection with, a change of ownership inspection survey for repairing any damage to the transfer of operation of any portion of the Facility to Landlord or its designeePremises caused by such removal, and (cii) all patient charts and resident records along with appropriate resident consents if necessary and copies store, destroy or otherwise dispose of all of its books and records relating the same without incurring liability to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business or the Premises (except as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliatesperson.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Sublease (the “Termination Date”), Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Sublessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee’s possession and occupancy pursuant to this Sublease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business Business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility to Landlord or its designeeFacility, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. AccordinglyPremises which are usual and customary for skilled nursing facilities located in the State of Ohio for an orderly transfer of the operations of the Facility at the time of its surrender of the Premises to Sublessor or its designee, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in excluding books and to the licenses, permits or certifications records relating to the Business or the Premises (except as may be required in connection Sublessee Personal Property. Sublessee shall reasonably cooperate with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all usual and customary requests regarding skilled nursing facilities located in the State of Ohio for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Sublessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Sublessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Sublessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the Termination Date, Tenant Lessee shall deliver to Landlord Lessor or its designee possession of (a) the Facility and associated Landlord Lessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Lessee’s possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at TenantLessee’s sole cost, any Alterations necessitated by, or imposed in connection with, with a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Lessor or its designee, provided that such Alterations are necessitated by Lessee’s use, occupancy and operations of the Facility during the Term, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Lessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Lessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant shall Lessee shall, at no cost to Lessee, cooperate fully with Landlord Lessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Lessor or its designee, and Tenant Lessee shall comply with all reasonable requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Lessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Lessee hereby assigns, to the extent assignable, effective upon the Termination Date, all rights to operate the Facility to Landlord Lessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property them relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Master Lease (the “Termination Date”), Tenant shall deliver to Landlord or its designee possession of (a) the each Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Master Lease, ordinary wear and tear excepted, (b) a fully operational, licensed (to the extent assignable) and certified (if to the extent applicable) business certified Business at the each Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) except to the extent prohibited by applicable law, all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to any portion of the Business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize any portion of the Business or any licensure or certification of any portion of the FacilityPremises. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility facility to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. Upon the termination of this MOA under the provisions of Subparagraphs A through F, or K of Paragraph 27, the Resident shall remain liable as provided in Paragraph 28 of this MOA. Upon the termination of this MOA under any other of its provisions, the Resident shall be and remain liable to pay all maintenance fees, Common Expenses, Assessments and other charges due or accrued and to perform all covenants and agreements of the Resident up to the date of such termination. On or before any such termination the Termination DateResident shall vacate the Unit and surrender possession of the Unit with all additions and improvements to DPHAI or its assigns. Upon demand of DPHAI or its assigns, Tenant Resident shall execute, acknowledge and deliver to Landlord DPHAI or its designee possession assigns any instrument that may reasonably be required to evidence the surrendering of (a) all estate and interest of the Facility Resident in the Unit. Any personal property not removed by the Resident on or before such expiration or termination of this MOA shall, at the option of DPHAI, be deemed abandoned and associated Landlord Personal Property shall become property of DPHAI and may be disposed of by DPHAI without liability or accountability to the Resident. Any personal property not removed by the Resident at or prior to the termination of this MOA may be removed by DPHAI to any place of storage and stored for the account of the Resident without DPHAI in a neat any way being liable for trespass, conversion, or negligence by reason of any acts of DPHAI or of DPHAI’s agents, or of any carrier employed in transporting such property to the place of storage, or by reason of the negligence of any person in caring for such property while in storage. For purposes of this MOA, the Resident’s manufactured home shall be deemed to be personal property and clean condition and in as good a condition as existed not realty after installation on the Commencement DateUnit Owner’s lot. DPHAI releases and quitclaims to Resident any and all right, ordinary wear title and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating manufactured home which may inure to the Business property by operation of law. PARAGRAPH THIRTY-ONE CONTINUATION OF COOPERATIVE MANAGEMENT OF THE PARK AFTER ALL AGREEMENTS TERMINATED No later than thirty (30) days after the termination of all occupancy agreements, whether by expiration of their terms or the Premises (except as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification otherwise, a special meeting of the Facility. Tenant DPHAI Unit Owners shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises take place to Landlord or its designee. Subject determine whether (a) to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights continue to operate the Facility Park, (b) to Landlord alter, demolish or its designeerebuild the Common Facilities or any part of those facilities, including all required licenses or (c) to sell the Park and permits and all rights to apply for or otherwise obtain themliquidate the assets of DPHAI. The Board shall carry out the determination made at the meeting of the DPHAI Unit Owners, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premisesholders of the then share certificates of DPHAI shall have such rights as inure to shareholders of the corporations having title to real estate. Notwithstanding the foregoing or any other language Each Unit Owner shall own his equity interest in DPHAI equal to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures his percentage of ownership of equity interest and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property percentage of Tenant and/or its Affiliatessharing of Common Expenses.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the “Termination Date”), Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Lease, after taking into consideration and giving effect to any improvements, renovations or upgrades required to be made by Tenant as of the commencement of the Term, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (and, if applicable) business , certified Business at the Facility including, at Tenant’s sole cost, but specifically excluding any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designeedesignee unless Landlord is able to demonstrate that such Alterations were previously required by the applicable licensing authorities to be undertaken by Tenant and Tenant failed to do so, and (c) all patient charts and resident records records, along with appropriate resident consents if necessary necessary, and copies of all of its books and records relating to the Business and the Premises, other than Tenant’s corporate financial books and records and other proprietary materials. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, other than those interests granted to Landlord under the terms of this Lease (to the extent permitted by applicable law), permits or certifications relating to any portion of the Business or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant knowingly commit or omit any act that would jeopardize any the Business or any licensure or certification of the FacilityPremises. Upon request, Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and and, if applicable, certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and and, if applicable, Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designeedesignee but Tenant shall have no liability hereunder if, through no fault of Tenant, Landlord or its designee are unable to secure such licenses and, if applicable, certifications in their own name. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding ; provided, however, this assignment shall be ineffective in any State, including the foregoing or any other language to the contrary in this LeaseState of Washington, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliateswhere such an assignment is prohibited under applicable licensure laws.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Master Lease (the "Termination Date"), Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property Premises in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business Business at the Facility Premises including, at Tenant’s 's sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to any portion of the Business and any portion of the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to to, the licenses, permits or certifications relating to any portion of the Business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of any portion of the FacilityPremises. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licensesfacility license, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility Facilities to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the Termination Date, Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Personal Property Facilities in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee’s possession and occupancy pursuant to this Sublease, ordinary wear and tear casualty and acts of God excepted, (b) a fully Exhibit 10.4 operational, licensed and certified (if applicable) business at the Facility Facilities including, at TenantSublessee’s sole cost, any Alterations necessitated byalterations required to be made prior to the termination of this Sublease, or imposed including any alterations required in connection with, with a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Sublessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facilities and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Sublessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facilities or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Sublessee commit or omit any act that would jeopardize the Business Facilities or any licensure or certification of the FacilityFacilities. Tenant shall Sublessee shall, at no cost to Sublessee, cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all reasonable requests for an orderly transfer of the Business, Facility Facilities licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facilities. Subject to all applicable laws, Tenant Sublessee hereby assigns, to the extent assignable, effective upon the Termination Date, all rights to operate the Facility Facilities to Landlord Sublessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property them relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On Upon the Termination Dateexpiration of the term or upon the termination of Tenant’s right of possession, whether by lapse of time or at the option of Landlord as herein provided, Tenant shall deliver forthwith surrender the Premises to Landlord or its designee possession in good order, repair and condition, ordinary wear excepted, and shall, if Landlord so requires, restore the Premises to the condition existing at the beginning of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on the Commencement DateTerm, ordinary wear and tear excepted. Any interest of Tenant in the alterations, improvements, and additions to the Premises (bincluding without limitation all carpeting or floor covering) a fully operationalmade or paid for by Landlord or Tenant shall, licensed and certified (if applicable) business without compensation to Tenant become Landlord’s property at the Facility includingtermination of this Lease by lapse of time or otherwise and such alterations, improvements and additions shall be relinquished to Landlord in good condition, ordinary wear excepted. At the termination of the Term or of Tenant’s right of possession, Tenant agrees to remove all alterations, improvements and additions required to be removed pursuant to Section 9 hereof and the following items of Tenant’s property: office furniture, trade fixtures, office equipment and all other items of Tenant’s property on the Premises. Tenant shall pay to Landlord, upon demand, the cost of repairing any damage to the Premises and to the Building caused by any such removal. If Tenant shall fail or refuse to remove any such property from the Premises, Tenant shall be conclusively presumed to have abandoned the same, and title thereto shall thereupon pass to Landlord without any cost either by set-off, credit, allowance or otherwise, and Landlord, at its option, may accept the title to such property or at Tenant’s sole costexpense may (i) remove the same or any part in any manner that Landlord shall choose, repairing any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for damage to the transfer of operation of any portion of the Facility to Landlord or its designeePremises caused by such removal, and (cii) all patient charts and resident records along with appropriate resident consents if necessary and copies store, destroy or otherwise dispose of all of its books and records relating the same without incurring liability to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest person. Notwithstanding anything contained in and this Article 16 to the licenses, permits or certifications relating to the Business or the Premises (except as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Leasecontrary, Tenant shall not be obligated required to assign remove (ia) the initial improvements to the Premises installed pursuant to the Work Letter (except for any roof-mounted equipment installed by Tenant) or (b) any national service contracts alterations, improvements or other national vendor arrangements that apply additions with respect to facilities other than which Tenant has been released from the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating obligations for removal pursuant to the Facility, (ivlast sentence of paragraph 9(a) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliatesabove.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the "Termination Date"), Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Tenant's possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s 's sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining HHNZW/467833_2.doc3583-1 11 all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the “Termination Date”), Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Tenant’s possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Sublease (the “Termination Date”), Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Sublessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee’s possession and occupancy pursuant to this Sublease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at TenantSublessee’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Sublessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Sublessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Sublessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant Sublessee shall cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all requests for an orderly transfer of the Business, Facility HNZW//3583-1 (Xxxxxxxxx) 11 licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Sublessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Sublessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Sublessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On Upon the Termination Date, Tenant shall deliver to Landlord expiration or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on the Commencement Date, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion earlier ------------- ----------------------- termination of the Facility to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies term of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business or the Premises (except as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated quit and peacefully surrender and deliver to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than Landlord the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures possession and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at use of the Premises and the market Facility, without delay, in good order, condition and potential market thereforrepair, except for reasonable wear and tear after the last necessary repair, replacement, restoration or renewal made by Tenant, and free and clear of all liens, encumbrances and charges, without any payment or allowance by Landlord on account of any improvements on the Premises, and all rights of Tenant under this Lease and in the Facility, shall terminate. Notwithstanding the expiration or termination of this Lease, Tenant shall remain liable to Landlord for any loss or damage suffered by Landlord because of any default of Tenant. Upon surrender, Tenant shall assign to Landlord all operating agreements and other agreements and rights, including any easements or rights-of-way, relating to the operation or use of the Premises or the Facility, or (v) Tenant's interest in them, as Landlord may request, including the full and unencumbered use of any proprietary marksland owned, trade names leased or licensed by Tenant for the purpose of providing additional parking, traffic, or other intellectual property service facilities for use in connection with the Premises or the Facility but excluding any properties, agreements, easements or rights of way for the use or operation of, and rights of ownership or use with respect to, pipelines, conduits, loading and storage facilities or other properties, goods or equipment not regularly situated on the Premises or on the easement referred to in Section 5.06 or on other easements located north of the southerly commencement point of such easement. Notwithstanding the foregoing, the rights to be so assigned shall include, but shall not be limited to, the right to obtain transportation of natural gas to the Premises through any natural gas pipeline constructed by or for Tenant and/or its Affiliatesfor purposes of providing transportation of natural gas from either an interstate or intrastate transporter of natural gas or a local distribution company to the Facility (a "Project Pipeline") to the extent of the maximum daily quantities of natural gas which (i) are then required for operation of the Facility and (ii) were, at any time within 24 months preceding the last operation of the Facility prior to the expiration or earlier termination of this Lease, transported through a Project Pipeline. The right described in the preceding sentence shall continue (x) for any remainder of the term of this Lease as originally fixed by Section 3.01 (the "Term"), on the terms and at the rates that would have been applicable to tenant if this Lease had not been terminated, and (y) thereafter on such terms and at such rates as may be approved by the New York State Public Service Commission or such other regulatory body as may then have jurisdiction, or if rates for such transportation are not then subject to regulatory approval, at rates determined in accordance with the methodology then most recently utilized by a regulatory body having jurisdiction over the local transportation of natural gas in New York State. Tenant shall not dispose of the rights to any Project Pipeline except upon the conditions that (A) the acquiror of such rights shall be bound to afford transportation of natural gas to the Facility to the extent described in the preceding sentence, (1) for the remainder of the Term, on the terms and at the rates described in clause (x) of such sentence, and (2) for five years after the expiration of the Term, on the terms and at the rates described in clause (y) of such sentence, and (B) if the acquiror elects to abandon or decommission the Project Pipeline at any time within five years after the expiration of the Term, it shall make such pipeline available for purchase by Landlord at the then depreciated book value of such pipeline.

Surrender of Possession. On the Termination Dateexpiration of the Term or earlier termination or cancellation of this Master Lease (the "TERMINATION DATE"), Tenant shall deliver to Landlord or its designee possession of (a) the each Facility and associated Landlord Personal Property Property, if any, in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Master Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business operational Business at the each Facility including, at Tenant’s 's sole costcost except to the extent provided to the contrary in Section 7.2, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) provided that Landlord or its designee executes an agreement, in form and substance reasonably acceptable to such party, confirming its obligation to maintain such records for a period equal to the longer of (i) the applicable statute of limitations, or (ii) the period required by applicable law, all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security 9393.9 (NHP Portfolio Lease) interest or any other interest in and to the licenses, permits or certifications relating to any portion of the Business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize any portion of the Business or any licensure or certification of any portion of the FacilityPremises. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable lawslaws and to the applicable limitations set forth in Section 14.3, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility facility to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the “Termination Date”), Tenant Lessee shall deliver to Landlord Lessor or its designee possession of (a) the Facility Leased Property and associated Landlord Lessor Personal Property Property, if any, in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Lessee’s possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, operational Facilities excluding any Alterations alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Leased Property to Landlord Lessor or its designee, and (c) provided that Lessor or its designee executes an agreement, in form and substance reasonably acceptable to such party, confirming its obligation to maintain such records for a period equal to the longer of (i) the applicable statute of limitations, or (ii) the period required by applicable law, all patient charts and resident records for residents who reside at either of the Facilities on the Termination Date, along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business business and the PremisesLeased Property. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Lessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to its leasehold interest, the licenses, permits or certifications relating to any portion of the Business business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Leased Property, nor shall Tenant Lessee commit or omit any act that would jeopardize the Business or any licensure or certification of any portion of the FacilityLeased Property. Tenant Lessee shall cooperate fully with Landlord Lessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Lessor or its designee, and Tenant Lessee shall comply with all requests for an orderly transfer of the Businessoperation, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises Leased Property to Landlord Lessor or its designee. Subject to all applicable lawslaws and to the applicable limitations set forth in Section 18.2, Tenant Lessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility Facilities to Landlord Lessor or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Lessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its AffiliatesLeased Property.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Master Lease (the "Termination Date"), Tenant shall deliver to Landlord or its designee possession of (a) the each Facility and associated Landlord Personal Property Property, if any, in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Master Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business operational Business at the each Facility including, at Tenant’s 's sole costcost except to the extent provided to the contrary in Section 7.2, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) provided that Landlord or its designee executes an agreement, in form and substance reasonably acceptable to such party, confirming its obligation to maintain such records for a period equal to the longer of (i) the applicable statute of limitations, or (ii) the period required by applicable law, all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to any portion of the Business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize any portion of the Business or any licensure or certification of any portion of the FacilityPremises. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable lawslaws and to the applicable limitations set forth in Section 14.3, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility facility to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.-22- 14.2

Surrender of Possession. On the Termination Date, Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Personal Property Facilities in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee’s possession and occupancy pursuant to this Sublease, ordinary wear and tear casualty and acts of God excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility Facilities including, at TenantSublessee’s sole cost, any Alterations necessitated byalterations required to be made prior to the termination of this Sublease, or imposed including any alterations required in connection with, with a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Sublessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facilities and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Sublessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facilities or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Sublessee commit or omit any act that would jeopardize the Business Facilities or any licensure or certification of the FacilityFacilities. Tenant shall Sublessee shall, at no cost to Sublessee, cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all reasonable requests for an orderly transfer of the Business, Facility Facilities licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facilities. Subject to all applicable laws, Tenant Sublessee hereby assigns, to the extent assignable, effective upon the Termination Date, all rights to operate the Facility Facilities to Landlord Sublessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property them relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the Termination Date, Tenant shall deliver to Landlord or its designee possession of (a) the Facility Facilities and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Tenant’s possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the each Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business each Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business any Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would HNZW/ jeopardize the Business any Facility or any licensure or certification of the any Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, any Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designeedesignee to operate the Facilities. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility Facilities to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the “Termination Date”), Tenant Lessee shall deliver to Landlord Lessor or its designee possession of (a) the Facility and associated Landlord Lessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Lessee’s possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business Business at the Facility including, at TenantLessee’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Lessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Lessee shall not at any time during or after the Term seek to transfer, surrender, or allow to lapse, or grant any security interest or any other interest in and to lapse the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Lessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant Lessee shall cooperate fully with Landlord Lessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Lessor or its designee, and Tenant Lessee shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Lessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Lessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Lessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.36734458_7

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the "Termination Date"), Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Tenant's possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s 's sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its HNZW/467827_2.doc/3583-1 designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Sublease (the "Termination Date"), Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Sublessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee's possession and occupancy pursuant to this Sublease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s Sublessee's sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Sublessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Sublessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Sublessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant Sublessee shall cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Sublessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Sublessor or its designee, including inc1uding all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Sublessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On Upon the Termination Dateexpiration of the Term or upon the earlier termination of this Lease, or Tenant's tenancy or right of possession, whether by lapse of time or at the option of Landlord or Tenant as herein provided, or as otherwise provided by law, Tenant shall deliver to Landlord or its designee possession of (a) forthwith surrender the Facility Leased Premises, together with all fixtures and associated Landlord Personal Property appurtenances thereto, all in a neat and clean good order, condition and in as good a condition as existed on the Commencement Daterepair, ordinary wear and tear exceptedexcepted and, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facilityreal property, also excepting any repairs and/or replacements which Tenant is not obligated to make pursuant to this Lease, and shall, subject to the term of Paragraph 9B and if Landlord so requires, restore the Leased Premises to the condition existing at the beginning of the Term, ordinary wear and tear, and repairs and/or replacements that Tenant is not obligated to make under this Lease, excepted. Any interest of Tenant in the alterations, improvements and additions to the Leased Premises made or paid for by Tenant or any person or entity other than Landlord shall, without compensation to Tenant or any such other person or entity, become Landlord's property at the termination, cancellation or expiration of this Lease by lapse of time or otherwise and such alterations, improvements and additions shall be relinquished, subject to the terms of Paragraph 9B, to Landlord at such time in good condition, ordinary wear and tear, and repairs and/or replacements that Tenant is not obligated to make under this Lease excepted. Prior to the expiration of the Term or the earlier termination of this Lease, or of Tenant's tenancy or right of possession, Tenant shall remove (a) its office furniture, trade fixtures and office equipment, and (b) all other items of property on the Leased Premises not at any time during belonging to Landlord except property leased by or through Landlord. Any property of Tenant remaining in the Leased Premises after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business or the Premises (except as may be required seized by Landlord and disposed of in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with manner Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designeedesires, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating not be entitled to any portion of the Premises. Notwithstanding the foregoing such seized property or to any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts proceeds or other national vendor arrangements that apply to facilities other than the Facility, (ii) property resulting from any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliatessuch disposition.

Surrender of Possession. On Subject to the Termination Dateterms of Section 14 relating to damage and destruction, upon expiration of the term of this Lease, whether by lapse of time or otherwise, Tenant shall deliver promptly and peacefully surrender the Premises to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition Landlord, together will all keys, "broom-clean" and in as good a condition as existed on the Commencement Datewhen received by Tenant from Landlord or as thereafter improved, ordinary reasonable use, wear and tear excepted, (b) a fully operational, licensed . Tenant shall remove any improvements and certified (if applicable) business at Alterations to the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed Premises required by Landlord to be removed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility to Landlord or its designee, accordance with this Lease and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books personal property and records relating trade fixtures from the Premises at the expiration of the term. Tenant shall repair or reimburse Landlord for the cost of repairing any damage to the Business Premises and/or Common Areas resulting from the installation or removal of Tenant's property. If Tenant shall fail to remove any of its property of any nature whatsoever from the Premises or the Building at the termination of this Lease or when Landlord has the right of re-entry, Landlord may remove and store such property without liability for loss thereof or damage thereto, such storage to be for the Premisesaccount and at the expense of Tenant. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, If Tenant shall not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may, at any time during or after the Term seek to transferits option, surrender, allow to lapsesell, or grant permit to be sold, any security interest or all such property at public or private sale, in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to Tenant, unless notice is required under applicable statutes, and shall apply the proceeds of such sale: first, to the cost and expense of such sale, including reasonable attorneys' fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of any other interest in and sums of money which may then be or thereafter become due to the licenses, permits or certifications relating to the Business or the Premises (except as may be required in connection with Landlord from Tenant under any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designeeterms hereof; and, and Tenant shall comply with all requests for an orderly transfer of fourth, the Businessbalance, Facility licensesif any, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designeeTenant. Subject to all applicable lawsTenant's right to grant security interests in its personal property to third party lenders as set forth in Section 20 above, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary nothing in this Lease, Tenant Section shall not be obligated limit Landlord's right to assign (i) any national service contracts or other national vendor arrangements that apply sell Tenant's personal property as permitted by law to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliatesforeclose Landlord's lien for unpaid rent.

Surrender of Possession. On the Termination Dateexpiration of the Term or earlier termination or cancellation of this Master Lease (the "TERMINATION DATE"), Tenant shall deliver to Landlord or its designee possession of (a) the each Facility and associated Landlord Personal Property Property, if any, in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Master Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business operational Business at the each Facility including, at Tenant’s 's sole costcost except to the extent provided to the contrary in Section 7.2, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (c) provided that Landlord or its designee executes an agreement, in form and substance reasonably acceptable to such party, confirming its obligation to maintain such records for a period equal to the longer of (i) the applicable statute of limitations, or (ii) the period required by applicable law, all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to any portion of the Business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize any portion of the Business or any licensure or certification of any portion of the FacilityPremises. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable lawslaws and to the applicable limitations set forth in Section 14.3, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility facility to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the "Termination Date"), Tenant shall deliver to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Lease, after taking into consideration and giving effect to any improvements, renovations or upgrades required to be made by Tenant as of the commencement of the Term, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (and, if applicable) business , certified Business at the Facility including, at Tenant’s sole cost, but specifically excluding any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designeedesignee unless Landlord is able to demonstrate that such Alterations were previously required by the applicable licensing authorities to be undertaken by Tenant and Tenant failed to do so, and (c) all patient charts and resident records records, along with appropriate resident consents if necessary necessary, and copies of all of its books and records relating to the Business and the Premises, other than Tenant’s corporate financial books and records and other proprietary materials. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, other than those interests granted to Landlord under the terms of this Lease (to the extent permitted by applicable law), permits or certifications relating to any portion of the Business or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant knowingly commit or omit any act that would jeopardize any the Business or any licensure or certification of the FacilityPremises. Upon request, Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and and, if applicable, certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and and, if applicable, Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, designee but Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.have no liability

Surrender of Possession. On the Termination Dateexpiration of the Term or earlier termination or cancellation of this Master Lease (the "TERMINATION DATE"), Tenant shall deliver to Landlord or its designee possession of (aA) the each Facility and associated Landlord Personal Property Property, if any, in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of their possession and occupancy pursuant to this Master Lease, ordinary wear and tear excepted, (bB) a fully operational, licensed and certified (if applicable) business operational Business at the each Facility including, at Tenant’s 's sole costcost except to the extent provided to the contrary in Section 7.2, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord or its designee, and (cC) provided that Landlord or its designee executes an agreement, in form and substance reasonably acceptable to such party, confirming its obligation to maintain such records for a period equal to the longer of (I) the applicable statute of limitations, or (II) the period required by applicable law, all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to any portion of the Business or any portion of the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant commit or omit any act that would jeopardize any portion of the Business or any licensure or certification of any portion of the FacilityPremises. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord or its designee. Subject to all applicable lawslaws and to the applicable limitations set forth in Section 14.3, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility facility to Landlord or its designee, designee including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Sublease (the “Termination Date”), Tenant Sublessee shall deliver to Landlord Sublessor or its designee possession of (a) the Facility and associated Landlord Sublessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Sublessee’s possession and occupancy pursuant to this Sublease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at TenantSublessee’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Sublessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Sublessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Sublessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant Sublessee shall cooperate fully with Landlord Sublessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Sublessor or its designee, and Tenant Sublessee shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Sublessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Sublessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Sublessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Sublessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.HNZW/505063_5.doc/3583-1

Surrender of Possession. On the expiration of the Term or earlier termination or cancellation of this Lease (the “Termination Date”), Tenant Lessee shall deliver to Landlord Lessor or its designee possession of (a) the Facility and associated Landlord Lessor Personal Property in a neat and clean condition and in as good a condition as existed on at the Commencement Datedate of Lessee’s possession and occupancy pursuant to this Lease, ordinary wear and tear excepted, (b) a fully operational, licensed and certified (if applicable) business at the Facility including, at TenantLessee’s sole cost, any Alterations necessitated by, or imposed in connection with, a change of ownership inspection survey for the transfer of operation of any portion of the Facility Premises to Landlord Lessor or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business Facility and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facility, Tenant Lessee shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business Facility or the Premises (except as may be required in connection with any Tenant Financing) Premises, nor shall Tenant Lessee commit or omit any act that would jeopardize the Business Facility or any licensure or certification of the Facility. Tenant Lessee shall cooperate fully with Landlord Lessor or its designee in transferring or obtaining all necessary licenses and certifications for Landlord Lessor or its designee, and Tenant Lessee shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its surrender of the Premises to Landlord Lessor or its designeedesignee to operate the Facility. Subject to all applicable laws, Tenant Lessee hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord Lessor or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Lessee Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated to assign (i) any national service contracts or other national vendor arrangements that apply to facilities other than the Facility, (ii) any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliates.

Surrender of Possession. On All alterations, improvements and additions to the Termination DatePremises, whether temporary or permanent in character, made or paid for by Landlord or Tenant (excluding Tenant’s trade fixtures, equipment and other personal property of Tenant), shall deliver without compensation to Tenant become Landlord’s property at the termination of this Lease by lapse of time or otherwise and shall be relinquished to Landlord or its designee possession of (a) the Facility and associated Landlord Personal Property in a neat and clean condition and in as good a condition as existed on the Commencement Datecondition, ordinary wear and tear excepted. Upon the expiration of the Term or upon the termination of Tenant’s right of possession, (b) a fully operational, licensed and certified (if applicable) business whether by lapse of time or at the Facility including, at Tenant’s sole cost, any Alterations necessitated by, or imposed in connection with, a change option of ownership inspection survey for the transfer of operation of any portion of the Facility to Landlord or its designee, and (c) all patient charts and resident records along with appropriate resident consents if necessary and copies of all of its books and records relating to the Business and the Premises. Accordingly, except as required to secure accounts receivable financing with respect to the Facilityherein provided, Tenant shall not at any time during or after the Term seek to transfer, surrender, allow to lapse, or grant any security interest or any other interest in and to the licenses, permits or certifications relating to the Business or the Premises (except as may be required in connection with any Tenant Financing) nor shall Tenant commit or omit any act that would jeopardize the Business or any licensure or certification of the Facility. Tenant shall cooperate fully with Landlord or its designee in transferring or obtaining all necessary licenses and certifications for Landlord or its designee, and Tenant shall comply with all requests for an orderly transfer of the Business, Facility licenses, and Medicare and Medicaid certifications and possession at the time of its forthwith surrender of the Premises to Landlord or its designeein good order, repair and condition, ordinary wear and tear excepted. Subject to all applicable laws, Tenant hereby assigns, effective upon the Termination Date, all rights to operate the Facility to Landlord or its designee, including all required licenses and permits and all rights to apply for or otherwise obtain them, and all other nonproprietary Tenant Intangible Property relating to any portion of the Premises. Notwithstanding the foregoing or any other language to the contrary in this Lease, Tenant shall not be obligated required to assign remove any alterations, improvements or additions to the Premises unless, as a condition of obtaining Landlord’s consent to the making of such alterations, improvements or additions, Landlord notified Tenant in writing that the same must be removed at the end of the Lease Term. Prior to the termination of the Term or of Tenant’s right of possession Tenant shall remove its office furniture, trade fixtures, office equipment and all other items of Tenant’s movable property on the Premises. Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Premises and to the Building caused by any removal. If Tenant shall fail or refuse to remove any property which it is required to remove from the Premises, Tenant shall be conclusively presumed to have abandoned the same, and title thereto shall thereupon pass to Landlord without any cost either by set-off, credit, allowance or otherwise, and Landlord may at its option accept the title to such property or at Tenant’s expense may (i) remove the same or any national service contracts or other national vendor arrangements part in any manner that apply Landlord shall choose, repairing any damage to facilities other than the FacilityPremises caused by such removal, and (ii) store, destroy or otherwise dispose of the same without incurring liability to Tenant or any proprietary or licensed software, computer programs or hardware, discs and/or similar technology personal to Tenant, (iii) Tenant’s employee pagers, manuals, training materials, policies, procedures and materials relating to the Facility, (iv) Tenant’s marketing studies, analysis and similar materials related to Tenant’s business conducted at the Premises and the market and potential market therefor, or (v) any proprietary marks, trade names or other intellectual property of Tenant and/or its Affiliatesperson.