ARTICLE 15

INSURANCE PROCEEDS

15.1 Handling of Insurance Proceeds. Except as otherwise provided herein, all proceeds from any policy of property damage insurance (excluding business interruption insurance), required by Article 14 of this Lease shall be paid to and held in trust by Landlord or a Facility Mortgagee; provided, however, that if the originally named Landlord is not then the Landlord hereunder, such payments shall be paid to and held by a reputable insurance trustee having substantial experience operating in such capacity, which trustee shall be mutually acceptable to Landlord and Tenant and shall hold and disburse such funds in accordance with written instructions mutually acceptable to Landlord and Tenant; and provided, further, that in the event the amount of such proceeds is less than $1,000,000 (or such lesser amount as is required by a Facility Mortgagee) and there is no monetary Event of Default then outstanding under this Lease, such proceeds shall be released by Landlord to Tenant to be applied in the manner set forth in this Article 15. Provided that no Event of Default then exists, any such payments received by Landlord shall be made available by Landlord, or the trustee for reconstruction or repair, as the case may be, of any damage to or destruction of all or any portion of the Property to which such proceeds relate, and shall be paid out by Landlord, (or such insurance trustee) from time to time in accordance with and subject to the provisions hereof for the cost of such reconstruction or repair, subject to reasonable and customary controls to ensure funds disbursed by Landlord (or such insurance trustee) are in fact used for such purpose. Tenant acknowledges that such insurance proceeds may not be used towards satisfaction of the minimum Capital Expenditures required pursuant to Section 7.1 of this Lease. Any unused portion shall be retained by Landlord upon completion of such repair and restoration to be held in reserve by Landlord and disbursed by Landlord to Tenant for further maintenance or repair of the Property as requested by Tenant and reasonably approved by Landlord; provided, however, any such unused insurance proceeds which remain at the time this Lease expires or is terminated shall be refunded to Tenant upon Tenant’s concurrent payment to Landlord of all amounts, if any, then due to Landlord from Tenant under other provisions of this Lease. All salvage resulting from any risk covered by insurance shall belong to Landlord.

15.2 Reconstruction in the Event of Damage or Destruction Covered by Insurance.

(a) Subject to subsection (c) below, if during the Term a Facility is totally or substantially destroyed by a risk covered by the insurance described in Article 14 so that the Facility thereby is rendered unsuitable for its Permitted Use(s) (taking into account all relevant factors, including, but not limited to, the number of useable units and the amount of square footage reasonably available for use by Tenant and the type and amount of revenue lost), Tenant shall use insurance proceeds hereunder to restore the Facility to substantially the same condition as existed immediately before the damage or destruction, and this Lease shall continue in full force and effect. The insurance proceeds shall be paid to Tenant or its designee in accordance with Section 15.1 from time to time as necessary to pay for the costs of such restoration.

(b) If the cost of any such repair or restoration exceeds the amount of proceeds received by Landlord (or the insurance trustee described in Section 15.1) and paid over to Tenant from the insurance required under Article 14, Tenant shall contribute any and all excess amounts necessary to repair or restore the Facility.

(c) Notwithstanding the foregoing, in the event that either (i) more than seventy five percent (75%) of any Facility (by area or value) is substantially destroyed during the final twelve (12) months of the Term as a result of a fully insured (subject to the deductible provision of the insurance coverage) casualty (including but not limited to, the business interruption coverage described in Section 14.1.4) or (ii) regardless of the extent of such damage or destruction (A) the repair or reconstruction of the Facility is prohibited under applicable law, including, but not limited to, licensure law, zoning law and/or building code law or (B) the proceeds of insurance are paid to Landlord or a Facility Mortgagee, and such proceeds are not promptly made available to Tenant by Landlord or a Facility Mortgagee, as applicable, in either event, Tenant may elect, by giving written notice to Landlord within thirty (30) days of the date of such casualty, to terminate this Lease as to the affected Facility effective as of the date such notice of termination is given. If the Lease is so terminated, all insurance proceeds including the business interruption coverage required in Section 14.1.4 above, shall be paid to Landlord and the Base Rent shall be reduced by an amount equal to the Allocated Facility Rent for such Facility. In addition, Tenant shall pay to Landlord an amount equal to any deductible feature of the casualty insurance coverage.

15.3 Reconstruction in the Event of Damage or Destruction Not Covered by Insurance. If during the Term a Facility is totally destroyed or materially damaged (i) from a risk not covered by insurance described in Article 14 or (ii) from a risk for which insurance coverage is voided due to any act or omission by Tenant, whether or not the Facility is thereby rendered unsuitable for its Permitted Use(s), Tenant shall restore the Facility to substantially the same condition as existed immediately prior to such damage or destruction, this Lease shall continue in full force and effect, and Tenant shall continue to pay Rent, in the manner and at the times herein specified, including the full amounts of Base Rent and Additional Charges. Notwithstanding the foregoing, in the event that either (i) more than seventy five percent (75%) of the Facility (by area or value) is substantially destroyed during the final twelve (12) months of the Term as a result of a fully insured (subject to the deductible provision of the insurance coverage) casualty (including but not limited to, the business interruption coverage described in Section 14.1.4) or (ii) regardless of the extent of such damage or destruction, the repair or reconstruction of the Facility is prohibited under applicable law, including, but not limited to, licensure law, zoning law and/or building code law, Tenant may elect, by giving written notice to Landlord within thirty (30) days of the date of such casualty, to terminate this Lease as to the affected Facility effective as of the date such notice of termination is given and (A) the Base Rent shall be reduced by an amount equal to the Allocated Facility Rent for such Facility, and (B) all insurance proceeds including the business interruption coverage required in Section 14.1.4 above, shall be paid to Tenant and (D) payment shall be made by Tenant to Landlord in an amount equal to the Fair Market Value of the Facility and fee title to the Facility shall thereupon be transferred to Tenant free and clear of all Encumbrances and exceptions to title except those (I) created by Tenant or (II) in existence as of the date of this Lease.

15.4 Restoration of Capital Additions Paid by Tenant. All insurance proceeds payable solely by reason of any loss of or damage to any Capital Additions fully paid for by Tenant in their entirety shall be paid to Tenant and Tenant shall hold such insurance in trust to pay the cost of repairing or replacing damaged Capital Additions fully paid for by Tenant in their entirety; provided, however, that if the damaged Capital Additions fully paid for by Tenant in their entirety are deemed by Tenant to no longer be useful to Tenant’s operations, Tenant shall not be obligated to repair or replace them.

15.5 Facility Mortgagee Requirements. Notwithstanding anything to the contrary in this Lease, (a) Landlord shall only be obligated to make insurance proceeds resulting from any casualty available to Tenant to the extent the same are made available to Landlord pursuant to the terms of any Encumbrance and (b) in the event insurance proceeds are not made available to Tenant, Tenant shall have no obligation to repair or restore the Facilities or any portion thereof.

15.6 Waiver. Tenant hereby waives any rights at law or in equity and any statutory rights of termination which may arise by reason of any damage or destruction of the Property which Landlord is obligated to restore or may restore under any of the provisions of this Lease.

15.7 Shortfall. If (a) a Facility is damaged or destroyed, in whole or in part, by fire or other casualty, (b) Tenant is obligated to repair such Facility pursuant to the terms of this Lease and (c) the amount of insurance proceeds available to Tenant in connection therewith is less than the amount required to complete the repair or restoration of such Facility (the “Casualty Shortfall Amount”), Tenant shall promptly transfer funds, in an amount equal to the Casualty Shortfall Amount, to Landlord or as otherwise directed by Landlord, provided such funds are segregated in a separate interest bearing account, and such funds shall be held in trust for the benefit of Tenant. Promptly following written request by Tenant, Landlord or its designee shall make disbursements of the Casualty Shortfall Amount to Tenant in an amount equal to the costs to be incurred from time to time for the work to repair or restore the applicable Facility, provided such request also contains reasonable evidence documenting the costs to be incurred. Tenant shall have no obligation to repair or restore the applicable Facility unless the Casualty Shortfall Amount is made available to Tenant in accordance with the foregoing.

15.8 Notice. If a Facility is damaged or destroyed, in whole or in part, by fire or other casualty, the cost of which to repair is greater than $250,000, Tenant shall give prompt written notice of such damage to Landlord.

ARTICLE 16

CONDEMNATION

16.1 Definitions.

(a) “Condemnation” means (a) the exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor, the purpose and intent of which is to effect a Taking, or (b) a voluntary sale or transfer by Landlord with Tenant’s consent

(provided that such consent shall be required only if no Event of Default has occurred and is continuing at such time) to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

(b) “Date of Taking” means the first date the Condemnor has the right to immediate possession of the property being condemned.

(c) “Award” means all compensation, sums and any other value awarded, paid or received on a total or partial condemnation of any portion of the Property and shall specifically exclude any separate award made to Tenant as allowed in Section 16.4 below.

(d) “Condemnor” means any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

16.2 Parties’ Rights and Obligations. If during the Term there is any Taking of all or any part of the Property or of any interest in this Lease by Condemnation, the rights and obligations of the parties shall be determined by this Article. Tenant shall not consent to the settlement of any Award to be made in connection with any Condemnation, without the prior written consent of Landlord and any applicable Facility Mortgagee (such consent not to be unreasonably withheld, conditioned or delayed), if the proposed amount of such Award exceeds $500,000.

16.3 Total Taking. If title to the fee of the whole of any Facility shall be the subject of any Condemnation by any Condemnor, this Lease shall cease and terminate as of the Date of Taking as to the affected Facility. If title to the fee of less than the whole of any Facility shall be so taken or condemned, which nevertheless renders the Facility unsuitable for its Permitted Use(s) (taking into account all relevant factors, including, but not limited to, the number of useable units, the amount of square footage reasonably available for use by Tenant, and the type and amount of revenue lost), Tenant and Landlord each shall have the option by Notice to the other, to terminate this Lease as of the Date of Taking as to the affected Facility. In either of such events, the Base Rent shall be reduced by an amount equal to the Allocated Facility Rent for such Facility.

16.4 Allocation of Award. In the event of a Taking as described in Section 16.3, Landlord and Tenant shall cooperate with each other in order to maximize the amount of the Award. Tenant shall have the right to seek damages or a separate condemnation award for Tenant’s loss of any Capital Additions paid for by Tenant, loss of business and relocation expenses and any such award shall be the sole property of Tenant. Subject to the rights of any Facility Mortgagee, the Award shall be allocated entirely to Landlord.

16.5 Partial Taking. If title to the fee of less than the whole of any Facility shall be the subject of a Taking or Condemnation, and the Facility is still suitable for its then existing use, or if Tenant or Landlord shall be entitled, but shall not elect, to terminate this Lease with respect to the Facility as provided in Section 16.3 hereof, Tenant at its own cost and expense shall with all reasonable diligence restore the untaken portion of the Facility so that the Facility shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as existing immediately prior to such

Condemnation or Taking. Landlord and Tenant shall cooperate with each other to maximize the amount of any Award. Landlord shall contribute the entire amount of the Award to the cost of restoration. The proceeds of any Award shall be held and distributed in the same manner as provided by Section 15.1 for insurance proceeds. Any remaining balance of such proceeds after such restoration is completed shall be retained by or paid to Landlord.

16.6 Temporary Taking. If the whole or any part of any portion of the Property or of Tenant’s interest under this Lease shall be the subject of a Taking or Condemnation by any Condemnor for its temporary use or occupancy, this Lease shall not terminate, and Tenant shall continue to pay, in the manner and at the times herein specified, the full amount of Rent. Except to the extent Tenant may be prevented from so doing pursuant to the terms of any order for the benefit of the Condemnor, Tenant shall continue to perform and observe all of the other terms, covenants, conditions and obligations hereof on the part of Tenant to be performed and observed as though such Taking or Condemnation had not occurred. Upon any such Taking or Condemnation described in this Section, the entire amount of any such Award made for such Taking or Condemnation allocable to the Term of this Lease, whether paid by way of damages, Rent or otherwise, shall be paid to Tenant. If any part of such Award is allocable for a period beyond the term of this Lease, that part shall be paid to Landlord. Tenant covenants that upon the termination of any such period of temporary use or occupancy as set forth in this Section, Tenant will, at its sole cost and expense (subject to any contribution by Landlord as set forth in Section 16.5), restore the Property as nearly as may be reasonably possible to the condition in which the same was immediately prior to such Taking or Condemnation, unless such period of temporary use or occupancy shall extend beyond the expiration of the Term, in which case Tenant shall not be required to make such restoration but shall pay to Landlord from the Award received by Tenant and not applied by Tenant to satisfy its Rent obligations during the period of such Taking, to the costs of such restoration work.

16.7 Facility Mortgagee Requirements. Notwithstanding anything to the contrary in this Lease, (a) Landlord shall only be obligated to make an Award resulting from any Condemnation available to Tenant to the extent the same are made available to Landlord pursuant to the terms of any Encumbrance and (b) in the event any Award is not made available to Tenant, Tenant shall have no obligation to repair or restore the Facilities or any portion thereof.

16.8 Notice. If a Facility is subject to a Condemnation with a proposed Award greater than $250,000, Tenant shall give prompt written notice of such Condemnation to Landlord and shall deliver to Landlord copies of any and all papers served in connection with such Condemnation.

ARTICLE 17

DEFAULTS AND REMEDIES

17.1 Events of Default. Any one or more of the following events shall be deemed an “Event of Default” hereunder:

(a) Tenant shall fail to pay Rent payable by Tenant under this Lease as and when the same becomes due and payable and such failure continues for more than three (3) business days after Notice thereof from Landlord;

(b) Tenant or Guarantor shall fail to observe or perform any other term, covenant or condition of this Lease or Guaranty and such failure is not cured by Tenant or Guarantor, as the case may be, within a period of thirty (30) days after Notice thereof from Landlord; provided, however, if any such failure is not capable of being cured within such thirty (30) day period but is capable of being cured, Tenant shall have an additional ninety (90) days to cure the failure provided Tenant promptly commences its attempt to cure the failure and diligently proceeds in good faith to cure the same as expeditiously as possible;

(c) Any representation or warranty made by (i) Tenant in this Lease, whether under Article 22 of this Lease or otherwise, shall prove to be false or misleading, as of the date made, in any material respect and the same is not corrected within ten (10) days after notice thereof from Landlord, provided Tenant shall have no right to cure any willful and intentional misstatement or (ii) Guarantor in the Guaranty shall prove to be false or misleading, as of the date made, in any material respect and the same is not corrected within ten (10) days after notice thereof from Landlord, provided Guarantor shall have no right to cure any willful and intentional misstatement;

(d) Tenant or Guarantor shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency law, (iii) make a general assignment for the benefit of its creditors, (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or (v) file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State thereof;

(e) Tenant or Guarantor shall, on a petition in bankruptcy filed against it, be adjudicated bankrupt or have an order for relief thereunder entered against it or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Tenant or Guarantor, a receiver of Tenant or Guarantor or of the whole or substantially all of its property, or approving a petition filed against Tenant or Guarantor seeking reorganization or arrangement of Tenant or Guarantor under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof;

(f) Tenant or Guarantor shall be liquidated or dissolved (except for an involuntary dissolution due to a failure to file an annual report with the Secretary of State or other applicable officer or department of the State so long as such failure is cured within 30 days of any notice thereof to Tenant or Guarantor, whether from the State or otherwise), or shall begin proceedings toward such liquidation or dissolution, or shall, in any manner, permit the sale or divestiture of substantially all of its assets other than in connection with a merger or consolidation of Tenant or Guarantor into, or a sale of substantially all of Tenant’s or Guarantor’s assets to, another Person;

(g) the estate or interest of Tenant in the Property or any part thereof shall be levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of sixty (60) days after commencement thereof or thirty (30) days after Notice thereof from Landlord (unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 13 hereof);

(h) Tenant closes any Facility or ceases operations on the Property in violation of Section 8.3;

(i) Tenant or Subtenant, as applicable, fails to (i) comply with the terms of Article 14, (ii) comply with Section 11.3 (financial covenant), (iii) comply with Article 21, or (iv) comply with the SPE Requirements if such failure under this clause (i)(iv) results in substantive consolidation with Persons other than each of Tenant, the Subtenants and Guarantor;

(j) Tenant, an Affiliate of Tenant or any Guarantor shall fail to pay when due or within any applicable notice and grace period any amount due to Landlord on any indebtedness, guaranty, endorsement, indemnity agreement, lease or other obligation (excluding amounts under this Lease) now or hereafter entered into, whether contingent or otherwise, (each, a “debt”) or on any security (as “security” is defined for purposes of the federal securities laws), or any event shall occur or any condition shall exist with respect to any debt or security of Tenant in favor of Landlord, the effect of which would (i) cause any or all of such debt or security to become due prior to its stated maturity or its regularly scheduled dates of payment and (ii) have a material adverse effect on Tenant and the Facilities taken as a whole;

(k) An event described in Section 2(c) of the Guaranty occurs (after taking into account all stated notice and cure periods); and

(l) the Guaranty becomes unenforceable and Guarantor fails to provide a replacement guaranty on the same terms within five (5) days thereof.

17.2 Damages.

(a) Upon the occurrence and during the continuance of any Event of Default, Landlord shall have the right (i) to terminate this Lease and Tenant’s right to possession of the Facilities by any lawful means, upon ten (10) days’ Notice of such termination (during which time Tenant shall have the opportunity to cure any such Event of Default) in which case, if Tenant shall fail to cure all Events of Default within the foregoing ten (10) day period, this Lease shall terminate and all of Tenant’s rights hereunder shall cease and Tenant shall immediately surrender possession of the Property to Landlord and, in such event, Landlord shall be entitled to recover from Tenant all damages incurred by reason of such Event of Default determined in the manner set forth in this Section 17.2, (ii) to terminate Tenant’s right to possession of the Facilities without thereby terminating this Lease (provided that (A) Landlord shall only be permitted to take such action if, due to Legal Requirements, Landlord is restricted from terminating the Lease and thereafter suing for damages and (B) if Landlord takes such action, Tenant shall be immediately released from all obligations under or relating to this Lease except Tenant’s monetary obligations to Landlord) and/or relet the same for Tenant’s account, and (iii) to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover

the damages provided for in this Section 17.2. Neither the termination of this Lease or of Tenant’s right to possession of the Facilities pursuant to this Section 17.2, the repossession of the Facilities, the failure of Landlord, notwithstanding reasonable good faith efforts, to relet the same, nor the reletting of all or any portion of the Property, shall relieve Tenant of its liability and obligations hereunder (other than its non-monetary obligations), all of which shall survive any such termination, repossession or reletting until Landlord has collected from Tenant the damages due hereunder. Notwithstanding anything to the contrary herein, in the case of an Event of Default described in Section 17.1(b) or (c), that solely relates to one or more single Facilities (the “Terminable Facilities”), Landlord shall only be permitted to exercise the foregoing remedies and terminate this Lease as to the Terminable Facilities; provided, however, following the termination of this Lease as to any two (2) Facilities, upon the occurrence and during the continuance of any subsequent Event of Default, Landlord shall be entitled to either (I) terminate this Lease in its entirety as contemplated above or (II) exercise the foregoing remedies and terminate this Lease solely as to the Terminable Facilities. Following the termination of this Lease as to any Terminable Facility, (x) to the extent Landlord exercises its right to accelerate the payment of Base Rent with respect to such Terminable Facility, thereafter the Base Rent payable shall be reduced by an amount equal to the Allocated Facility Rent for such Terminable Facility (provided that the foregoing Rent reduction shall in no way prevent Landlord from suing for damages in accordance with this Article 17), (y) for the purpose of determining the Lease Coverage Ratio, the Base Rent shall be deemed to be reduced by an amount equal to the Allocated Facility Rent for such Terminable Facility (regardless of whether or not Landlord exercises its right to accelerate the payment of Base Rent with respect to such Terminable Facility) and (y) Tenant shall have no further obligation to perform and observe all of the terms, covenants and conditions of this Lease that it would be otherwise required to undertake as tenant and operator of such Terminable Facility.

(b) Upon any such termination of this Lease or of Tenant’s right of possession of any of the Property, Tenant shall, forthwith pay to Landlord the full amount of Landlord’s damages suffered by reason of such Event of Default in an amount equal to the sum of:

(i) the worth at the time of the award of the unpaid Rent due and payable to and including the date of such termination, repossession or reletting;

(ii) the worth at the time of the award, of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that could have been reasonably avoided;

(iii) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of the award exceeds the amount of such rental loss that could be reasonably avoided; and

(iv) any other amount reasonably necessary to compensate Landlord for the reasonable costs incurred in regaining possession and reletting the Property, including, but not limited to, brokerage fees and commissions, construction costs, rent concessions, and all legal costs and expenses.

(c) The “worth at the time of the award” of the amounts referred to in subparagraphs (b)(i) and (b)(ii) above shall be computed by allowing interest at the Overdue Rate. The “worth at the time of award” of the amount referred to in subparagraph (b)(iii) above shall be computed by discounting such amount at the discount rate of Federal Reserve Bank of San Francisco at the time of award plus 1%.

(d) If an Event of Default described in Section 17.1(a) shall occur, or if this Lease shall be terminated in whole or part as provided in Section 17.2(a), Landlord, without notice, may dispossess Tenant as to the Facilities, or Terminable Facilities in the case of a partial termination, as applicable, by summary proceedings or by any suitable action or proceeding at law or otherwise. No receipt of moneys by Landlord from Tenant after the termination of this Lease or after the giving of any notice of the termination of this Lease shall reinstate, continue or extend the Term or affect any notice theretofore given to Tenant, or operate as a waiver of the right of Landlord to enforce the payment of Rent payable by Tenant hereunder or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of a Facility by proper remedy, except as herein otherwise expressly provided, it being agreed that after the service of notice to terminate this Lease or the commencement of any suit or summary proceedings, or after a final order or judgment for the possession of a Facility, Landlord may demand, receive and collect any moneys due or thereafter falling due with respect to such Facility without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of the use and occupancy of such Facility or, at the election of Landlord, on account of Tenant’s liability hereunder.

17.3 Application of Funds. Any payments normally made to Tenant hereunder which are made to and received by Landlord under any of the provisions of this Lease during the continuance of any Event of Default shall be applied to Tenant’s obligations in the order which Landlord may determine.

17.4 Landlord’s Right to Cure Tenant’s Default. If an Event of Default occurs under this Lease and is not cured within the time provided under this Lease with respect to such Event of Default, Landlord, without waiving or releasing any obligation of Tenant, and without waiving any such Event of Default, may (but shall be under no obligation to) at any time thereafter cure such Event of Default for the account and at the expense of Tenant, and may, to the extent permitted by law and subject to Landlord’s compliance with applicable law, including but not limited to, applicable licensure laws and the laws governing the confidentiality of resident and employee records, enter upon any portion of the Property for such purpose and take all such action thereon as, in Landlord’s sole judgment, may be necessary or appropriate with respect thereto. No such entry by Landlord on any portion of the Property shall be deemed an eviction of Tenant. All sums so paid by Landlord and all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, in each case to the extent permitted by law) so incurred, together with a late charge thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Landlord until paid, shall be paid by Tenant to Landlord on demand. The obligations of Tenant and rights of Landlord contained in this Article shall survive the expiration or earlier termination of this Lease.

17.5 Waiver. If this Lease is terminated pursuant to the provisions of this Article, Tenant waives, to the extent permitted by applicable law, (a) any right of redemption, re-

entry or repossession, (b) any right to trial by jury in the event of summary proceedings to enforce the remedies set forth in this Article, and (c) the benefit of any laws now or hereafter in force exempting Tenant’s property from liability for rent or for debt.

ARTICLE 18

CURE BY TENANT OF LANDLORD DEFAULTS

18.1 Landlord Default. Landlord shall be in default of its obligations under this Lease if Landlord shall fail to observe or perform any term, covenant or condition of this Lease on its part to be performed, and such failure shall continue for a period of thirty (30) days after Notice thereof from Tenant (or such shorter time as may be necessary in order to cure or correct any condition, the presence of which substantially or materially interferes with Tenant’s conduct of its usual business for the Permitted Use(s) or to protect the health or welfare of any resident of the Property or to ensure the ongoing compliance of the Property with applicable law), unless such failure cannot be cured with due diligence within a period of thirty (30) days (or the above-described shorter time period), in which case such failure shall not be deemed to continue if Landlord, within such thirty (30) days (or the above-described shorter time period), promptly commences its attempt to cure the failure and diligently attempts to complete the curing thereof. The time within which Landlord shall be obligated to cure any such failure shall also be subject to extension of time due to the occurrence of any Unavoidable Delay. If Landlord fails to commence such cure as provided herein, Tenant may cure such default, and so long as Tenant continues to pay Rent, Tenant shall have the right (subject to Section 6.1), as Tenant’s sole remedy (except as otherwise provided in this Section 18.1), by separate and independent action to pursue any claim it may have against Landlord for monetary damages caused by Landlord’s failure to cure such default.

18.2 Mortgagee Cure. Should Landlord fail to observe or perform any of the covenants or conditions contained in this Lease, before taking any action, Tenant shall comply with the requirements of any subordination agreement to which it may then be a party with respect to the granting of notice and an opportunity to cure to any such Landlord default. All payments made, and all acts performed by such lenders in order to cure shall be effective to prevent a forfeiture of the rights of Landlord under this Lease and a termination of this Lease as if the payments and acts were performed by Landlord instead of by the lenders.

ARTICLE 19

HOLDING OVER

If Tenant for any reason remains in possession of any portion of the Property after the expiration of the Term or earlier termination of the Term, such possession shall be a tenancy at sufferance during which time Tenant shall pay to Landlord as rental each month one hundred twenty-five percent (125%) of the aggregate of (i) one-twelfth of the aggregate Base Rent for the Facilities payable with respect to the next 12 calendar months of the Term, (ii) all Additional Charges accruing during the month with respect to which such payment relates, and (iii) all other sums, if any, payable by Tenant pursuant to the provisions of this Lease with respect to the Facilities. During such period of month-to-month tenancy at sufferance, Tenant shall be

obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent mandated by law applicable to tenancies at sufferance, to continue its occupancy and use of the Facilities. Nothing contained herein shall constitute the consent, express or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, the continued occupancy by residents at the Facilities following the expiration or earlier termination of the Term shall not constitute holding over by Tenant which would trigger the foregoing terms of this Article 19.

ARTICLE 20

LIABILITY OF PARTIES

20.1 Indemnification by Tenant. Notwithstanding the existence of any insurance provided for in Article 14, and notwithstanding the policy limits of any such insurance, but subject to the waiver of the right of subrogation set forth in Section 14.4 hereof, Tenant shall indemnify, defend, protect, save and hold Landlord and any successor person who is the owner or operator of the Facilities harmless from and against any and all liabilities, losses, obligations, claims, damages, penalties, fines, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against Landlord arising out of, connected with or incidental to the following and arising from events occurring during the Term:

(a) any Hazardous Substance located in, on or under the Land or the Facilities;

(b) any accident, injury to or death of persons, or loss of or damage to property, occurring on or about the Facilities including, without limitation, any claims of malpractice, except for any such accident, injury, death, loss or damage proximately caused by Landlord’s gross negligence or willful misconduct and not resulting from Tenant’s failure to perform and comply with the terms, covenants, conditions and provisions of this Lease;

(c) any past, present or future use, misuse, non-use, condition, management, maintenance or repair by Tenant or its agents of the Property, and any litigation, proceeding or claim by governmental entities or other third parties relating thereto to which Landlord is made a party;

(d) any Impositions which are the obligations of Tenant to pay pursuant to the applicable provisions of this Lease if the same are not paid when due or within any cure period provided for herein;

(e) any failure on the part of Tenant to perform or comply with any of the terms of this Lease when due or within any cure period provided for in this Lease;

(f) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Facilities to be performed by Tenant thereunder; and

(g) any claims by state or federal governmental agencies for repayment of claims for reimbursement of costs incurred by Tenant in providing care or services to residents under government supported healthcare or government supported residential programs, provided Landlord promptly provides Tenant with written notice thereof and otherwise complies with the terms of this Section 20.1.

Any amounts payable by Tenant under this Section shall be paid within ten (10) days after Tenant’s liability therefor is determined by litigation or otherwise. If such amounts are not timely paid, they shall bear a late charge at the Overdue Rate from the date of such determination to the date paid. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord, or may, with Landlord’s prior written consent, compromise or otherwise dispose of the same as Tenant sees fit. If Tenant shall have fully paid to Landlord any and all amount due under this Section 20.1, Tenant shall be entitled to receive any insurance proceeds relating to such indemnified matter up to the amount paid by Tenant to Landlord. Nothing herein shall be construed as indemnifying Landlord against its own gross negligence or willful misconduct.

Tenant, at its expense, may contest, resist, and defend any such claim, action, or proceeding contemplated by Section 20.1(g), with counsel chosen by Tenant, in its discretion, in which event Tenant shall have the right to control the defense or settlement of such claim, action or proceeding. Landlord shall not, under any circumstances, compromise or otherwise dispose of any suit, action, or proceeding without obtaining Tenant’s prior consent. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim.

20.2 Indemnification by Landlord. Landlord shall indemnify, defend, save and hold Tenant harmless from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reason-able attorneys, fees and expenses) imposed upon, incurred by or asserted against Tenant arising out of, connected with or incidental to the gross negligence or willful misconduct of Landlord; provided, however, that Tenant’s right to indemnification as provided herein shall be subject to the limitation set forth in Article 24.

20.3 Continuing Liability. Tenant’s and Landlord’s liability for a breach of the provisions of this Article arising during the Term hereof shall survive any termination of this Lease or of Tenant’s right to possession of the Property.

ARTICLE 21

ASSIGNMENT AND SUBLETTING; MANAGEMENT

21.1 Subtenant. Landlord consents to Tenant’s sublease of each Facility to a Subtenant pursuant to the Facility Sublease. Tenant shall not terminate a Facility Sublease, or amend or modify a Facility Sublease except to a de minimis extent, without the prior written consent of Landlord (such consent not to be unreasonably withheld, conditioned or delayed). Tenant shall give Landlord prompt notice following any amendment, modification or termination of a Facility Sublease. Landlord agrees to accept as performance by Tenant with respect to any

obligation of Tenant under this Lease, if such obligation has been met or satisfied by the Subtenant. If required by Landlord or a Facility Mortgagee, Tenant shall obtain from each Subtenant a Subordination Non-Disturbance and Attornment Agreement in favor of Landlord and Facility Mortgagee, if applicable. Tenant and Subtenant shall also execute a Security Agreement in favor of Landlord to secure the obligations of Tenant to Landlord hereunder and Subtenant to Tenant under the Facility Sublease.

21.2 Assignment. Subject to the terms of Section 21.7 hereof, Landlord’s prior written consent shall be required for an assignment of any of Tenant’s right, title and interest in and to this Lease to any Person whether or not such proposed assignment relates to all Facilities or to one or more, but fewer than all, the Facilities. Subject to the terms of Section 12.1 and Section 21.7 hereof, Tenant shall not, without Landlord’s prior written consent in each instance, allow, cause, permit or suffer, whether by operation of law or otherwise, any assignment, conveyance or transfer of, or any lien, mortgage, pledge, charge, security interest or other encumbrance (including conditional sales or other title retention agreements) upon: (x) all or any portion of the Property (other than obsolete Tenant Personal Property and FF&E which Tenant may sell in its discretion); or (y) any right, title, interest or estate of Tenant in this Lease. Landlord may, in Landlord’s sole and absolute discretion, grant, withhold or place conditions upon such consent. If Tenant desires at any time to assign any interest in this Lease, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name of the proposed assignee; (ii) the terms and provisions of the proposed assignment; and (iii) for as long as Landlord or any successor or assign of Landlord is not a Restricted Landlord, such financial information as Landlord reasonably may request concerning assignee.

21.3 Change of Control. Subject to Section 21.7, Landlord’s prior written consent shall be required for a Transfer of any direct or indirect stock, partnership, membership, or other equity interest in, or Transfer of all or substantially all of the assets of, any Tenant, Guarantor or any Tenant Control Party, or the consummation of any other transaction with another Person, that results, in any such case, in a change in Control of Tenant or Guarantor, unless the Applicable Transfer Conditions are met.

21.4 Subletting. Neither Tenant nor Subtenant shall, without the prior written consent of Landlord and, if applicable, the prior written consent of Facility Mortgagee, in each instance, allow, cause, permit or suffer all or any portion of the Property to be leased, subleased or licensed to, or used or occupied by, any other party or parties, other than (a) residents of any Facility (including short-term and temporary residents), (b) Persons permitted to temporarily enter upon the Property from time to time for the sole purpose of rendering services or providing products (e.g., barber or beautician services or therapists) to such residents and (c) Persons pursuant to subleases, sub-subleases, licenses or use agreements, provided in the case of this subsection (c) that (i) the aggregate space subject to all such arrangements at any given Facility is not more than ten percent (10%) of the total square footage of such Facility and (ii) such space is used for a purpose that is not inconsistent with Tenant’s use of the balance of the Facility for the Permitted Use and such use is not prohibited by applicable Legal Requirements. Except as otherwise permitted by this Section 21.4, each Subtenant shall at all times be an Affiliate of Tenant.

21.5 Attornment. Tenant shall insert in any sublease to which Landlord may consent (without obligation for Landlord to do so) provisions satisfactory to Landlord which provide for the benefit of Landlord that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease (b) in the event this Lease shall terminate before the expiration of such sublease, the sublessee thereunder will attorn to Landlord and waive any right the sublessee may have to terminate the sublease or surrender possession under such sublease, and (c) in the event the sublessee receives a Notice from Landlord or Landlord’s assignees, if any, stating that Tenant is in default under this Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice, or as such party may otherwise direct. All rentals received from the sublessee by Landlord or Landlord’s assignees, if any, as the case may be, shall be credited against the amounts owed to Landlord under this Lease.

21.6 Management. Landlord consents to the management of the Facilities by Manager, Tenant, Subtenant, Guarantor or any Affiliate of any of the foregoing. As a condition to Subtenant or Tenant entering into a management agreement with a manager for all or any of the Facilities, Tenant shall cause Manager to deliver to Landlord a Subordination Non-Disturbance and Attornment Agreement in favor of Landlord and a Facility Mortgagee, if applicable. Except in connection with any Permitted Transfer which involves the Proposed Transferee or an Affiliate thereof managing the Facilities, Tenant agrees that it will not enter into any other management agreement (or similar arrangement) under which the right to manage the operations of the Facility is granted to a third party without the prior written consent of Landlord and, if applicable, a Facility Mortgagee (in each case, not to be unreasonably withheld or delayed). If a Manager ceases to be a Reputable Manager, Tenant shall have a period of forty-five (45) days to either terminate Manager or replace such Manager with a Manager that is a Reputable Manager. Upon any assignment or execution of any such management agreement, the assignee shall agree to assume all of the obligations of the Manager under such management agreement and the Subordination Non-Disturbance and Attornment Agreement, a copy of which assignment shall be delivered to Landlord within two (2) business days of the effective date of such assignment.

21.7 Permitted Transfers. Notwithstanding anything in this Lease to the contrary, and provided that no Event of Default has occurred and is continuing, any of the following may be consummated without the consent of Landlord (each a “Permitted Transfer”):

(a) a Transfer by any Tenant or Subtenant of all or a portion of its right, title and interest in and to this Lease or any Sublease, as applicable, to Guarantor or an Affiliate thereof, subject to the provisions of this Lease and the applicable Subordination and Non-Disturbance Agreements;

(b) provided the Applicable Transfer Conditions are satisfied, a Transfer by any Tenant or Subtenant of all or a portion of its right, title, or interest in and to this Lease to any Person;

(c) provided the Applicable Transfer Conditions are satisfied, a Transfer to any Person of any stock, partnership, membership, or other equity interests in any Tenant,

Guarantor or any Tenant Control Party that would otherwise require Landlord’s consent under Section 21.3;

(d) an initial public offering of Guarantor, Tenant, Subtenant or any direct or indirect equity owner of the foregoing; and/or

(e) any other Transfer that is not expressly prohibited under Article 21.

ARTICLE 22

INFORMATION FROM TENANT

22.1 Estoppel Certificates.

(a) Tenant Certificates. At any time and from time to time, upon not less than twenty (20) days’ Notice by Landlord which notice shall make specific reference to this Section 22.1, Tenant shall furnish to Landlord or to the Facility Mortgagees and to any persons intending to purchase the Facilities or to lease the Facilities at the termination or expiration of this Lease an estoppel certificate (which shall be an Officer’s Certificate) certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications); the date to which the Rent has been paid; whether, to Tenant’s actual knowledge and belief, there exists any Event of Default or any situation which, with the giving of notice, passage of time, or both, would constitute an Event of Default hereunder, whether Tenant contends that Landlord is in default hereunder, and if Tenant so contends, the basis for such contention, the date upon which the Term terminates and such other information (which can be provided within twenty (20) days) as Landlord reasonably may request. The failure by Tenant to deliver such estoppel certificate to Landlord within twenty (20) days of Landlord’s request therefor shall be conclusively deemed to be Tenant’s certification (i) that this Lease is in full force and effect, without modification except as represented by Landlord; (ii) that there are no uncured defaults in Landlord’s performance hereunder, (iii) that not more than one month’s Rent has been paid in advance; and (iv) that all reports previously given to Landlord are true and correct. Any such certificate furnished pursuant to this Section 22.1 shall be addressed to Landlord and to any prospective purchaser or tenant of the Property and/or any Facility Mortgagee, as Landlord may request, and may be relied upon by the parties to whom such certificate is addressed.

(b) Landlord Certificates. At any time and from time to time, upon not less than twenty (20) days’ Notice by Tenant, Landlord shall furnish to Tenant an estoppel certificate (which shall be an Officer’s Certificate) certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications), the date to which the Base Rent has been paid, and whether to Landlord’s actual knowledge and belief there exists any Event of Default or any situation which with the giving of notice, passage of time, or both, would constitute an Event of Default hereunder, and if Landlord so contends, the basis for such contention, the date upon which the Term terminates, and such other information (which can be provided within twenty (20) days) as Tenant reasonably may request. In the event Landlord should fail to provide an estoppel certificate within the time allowed after Tenant’s request therefore duly made, such failure to respond shall be deemed to

constitute Landlord’s certification that (i) this Lease is in full force and effect, without modification except as represented by Tenant in its request to Landlord, (ii) that there are no uncured defaults in Tenant’s performance and (iii) that not more than one month’s rent has been paid in advance. Any such certificate furnished pursuant to this Section 22.1(b) may be relied upon by Tenant and any assignee (so long as such assignee is approved and consented to by Landlord in accordance with Article 21) or lender of Tenant to whom such certificate is addressed.

22.2 Financial Information. Tenant shall furnish within the time periods specified with respect thereto, the following statements to Landlord:

(a) Annual Financials/Tenant. As soon as available and in any event within fifty (50) days after the end of each Fiscal Year of Tenant, a copy of an annual unaudited report for such Fiscal Year of Tenant, including therein the balance sheet statement of earnings and statement of cash flow for such Fiscal Year, in each case certified in a manner reasonably acceptable to Landlord by independent certified public accountants of recognized standing and reasonably acceptable to Landlord. If an Event of Default is continuing, Landlord may require that such annual report be audited by the aforementioned accountants;

(b) Quarterly Financials/Tenant. As soon as available and in any event within thirty (30) days of the end of each calendar quarter of each Fiscal Year of Tenant, a balance sheet, statement of earnings and statement of cash flow of Tenant for such quarter and for the Fiscal Year to date setting forth in comparative form and details the figures for the corresponding period of the previous Fiscal Year, certified by an officer of Tenant, and a Certificate of Compliance in the form attached hereto as Exhibit J and incorporated herein by this referenced signed by an officer of Tenant (the “Quarterly Compliance Certificate”);

(c) Monthly Facility Information. As soon as available after the end of each month but in any event no later than thirty (30) days after the end of the preceding month, (i) an itemized balance sheet and operating statement for each Facility’s operations by month and year to date showing all revenues and operating costs of the Facility, (ii) a schedule in form reasonably satisfactory to the Landlord but excluding such information as Tenant reasonably determines is required to be deleted in order for Tenant and Landlord to comply with their obligations under Section 22.3 of this Lease, setting forth by unit number the name, charges and source of payment of or for each resident and showing whether any amounts are past due from the resident and (iii) a monthly occupancy summary showing percentage occupancy and pay source;

(d) Capital Expenditure Compliance Certificate. Within fifty (50) days after the end of each Fiscal Year, a certificate of compliance certified by an officer of Tenant stating: (i) the amount of Capital Expenditures made at each Facility during the prior year, (ii) whether the Cumulative Minimum Portfolio Capex Target Amount and Minimum Facility Capex Amount was met for the prior year, and (iii) if the Cumulative Minimum Portfolio Capex Target Amount and Minimum Facility Capex Amount has not been met, stating the amount to be deposited into the Cap Ex Account. At Landlord’s written request, Tenant shall provide to Landlord copies of invoices or other reasonable supporting documentation for the Capital Expenditures reflected in each such annual certificate of compliance.

(e) Notice to Authorities. Concurrently with any material notice from Tenant to any Authority, copies of such notice;

(f) Other Information. Such other information about Tenant, Subtenant, Manager and its/their operations at the Facility as Landlord (provided Landlord is not a Restricted Landlord) or any Facility Mortgagee may reasonably request from time to time including, without limitation, such information as may be required to satisfy requirements of the Securities and Exchange Commission.

22.3 Confidentiality of Protected Health Information. For purposes of this Section of this Lease, “protected health information”, or PHI, shall have the meaning defined by the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Subparts A and E of Part 164 (the “Privacy Standards”), as promulgated by the Department of Health and Human Services (“HHS”) pursuant to the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Tenant agrees to reasonably safeguard PHI from any intentional or unintentional disclosur e in violation of the Privacy Standards by implementing appropriate administrative, technical and physical safeguards to protect the privacy of PHI. Tenant further agrees to implement as required by law appropriate administrative, technical and physical safeguards to limit incidental disclosures of PHI, including disclosures to Landlord, its subcontractors and agents. The parties agree that neither the Landlord nor its contractors, subcontractors or agents shall need access to, nor shall they use or disclose, any PHI of Tenant. However, in the event PHI is disclosed by Tenant or its agents to Landlord, its contractors, subcontractors or agents, regardless as to whether the disclosure is inadvertent or otherwise, Landlord agrees to take reasonable steps to maintain, and to require its contractors, subcontractors and agents to maintain, the privacy and confidentiality of such PHI. The parties agree that the foregoing does not create, and is not intended to create, a “business associate” relationship between the parties as that term is defined by the Privacy Standards.

ARTICLE 23

FACILITY MORTGAGES

(a) Without the consent of Tenant, Landlord may, subject to the terms and conditions set forth below in this Article, from time to time, directly or indirectly, create or otherwise cause to exist any mortgage, deed of trust or lien (“Encumbrance”) upon the Property, or any portion thereof or interest therein, whether to secure any borrowing or other means of financing or refinancing. Except as otherwise expressly stated herein, any such Encumbrance shall provide that it is subject to the rights of Tenant under this Lease; provided, however, that Tenant agrees that its interest under this Lease is subordinate to any mortgage or deed of trust that may hereafter from time to time be recorded on the Property, and to any and all advances made or to be made thereunder, and to renewals, replacements and extensions thereof. Any such subordination, however, shall be subject to the condition precedent that the mortgagee under such mortgage or the beneficiary under such deed of trust enter into a written non-disturbance and attornment agreement with Tenant, in form and content reasonably satisfactory to such lender and Tenant, or in a form customarily used by institutional lenders, whereunder it is agreed that in the event of a sale or foreclosure under such mortgage or deed of trust, the purchaser of the Facilities (including the mortgagee or beneficiary under such mortgage or deed of trust), shall

acquire or hold the Facilities subject to this Lease and Tenant’s rights hereunder so long as no Event of Default exists. Tenant hereby agrees to recognize such purchaser as the landlord under this Lease and agrees to attorn to such purchaser and, if instructed to do so by such purchaser, to make rental payments directly to it. Such subordination agreement may also include an acknowledgment by Tenant that any purported cancellation of this Lease, reduction in its effective rate of rent, shortening of its term or extension of its term at a reduced effective rate of rent, shall not be binding upon any encumbrancer or any other person, firm or corporation acquiring the Property at any sale or other proceedings, or pursuant to the exercise of any rights, powers or remedies under any Encumbrance, without such encumbrancer’s prior written consent.

(b) To the extent required by a Facility Mortgagee and provided that Landlord is not a Restricted Landlord, Tenant agrees to reasonably cooperate with Landlord with respect to Landlord securing any indebtedness or any other Encumbrance placed on the Facilities in accordance with the provisions of this Article 23, which cooperation shall include, without limitation, upon Landlord’s request, (i) Tenant agreeing to be bound by certain terms of such financing provided such terms do not materially increase the monetary obligations of Tenant and are customarily required by institutional lenders at the time (and Tenant shall agree to be bound so long as any increase in a monetary obligation beyond a de minimis extent is, at Tenant’s election, either satisfied directly by Landlord or promptly reimbursed to Tenant by Landlord), (ii) Tenant’s payment of Rent and Additional Charges to a lockbox or other account designated by the Facility Mortgagee, (iii) establishment of a lockbox mechanism (for the benefit of a Facility Mortgagee) to collect subrent from Subtenants, (iv) modifications to the SPE requirements in Schedule 17.1 in line with customary lending market practices at the time, and application of such requirements to Subtenants, (v) Tenant to give each Facility Mortgagee notice of all material defaults of Landlord under this Lease, and to provide such Facility Mortgagee with a reasonable opportunity to cure such default, not to exceed thirty (30) days, before the Tenant exercises any rights or remedies in respect thereof and (vi) maintenance and submission of financial records and accounts that relate exclusively to the operation of the Facilities and other information regarding operator, Tenant and Subtenant, and the Facilities themselves. Notwithstanding the foregoing, Tenant shall not be required to comply with, or agree to, (A) any decrease of rights, except to a de minimis extent, (B) financial covenants in addition to those contained in either Section 11.3, (C) any revisions to the financial covenants in Section 11.3, or (D) any obligation that would materially adversely affect the use or operation of a Facility. The parties hereto acknowledge that (x) an increase in the monetary obligations of Tenant shall not in and of itself constitute a decrease in Tenant’s rights and (y) Tenant’s compliance with any matter set forth in clauses (ii) – (iv) immediately above, in each case, shall not in and of itself constitute a decrease in Tenant’s rights.

ARTICLE 24

LIMITATION OF LIABILITY

24.1 Landlord’s Liability. Tenant specifically agrees that neither Landlord, nor any officer, shareholder, employee or agent of Landlord, shall be held to any personal liability, jointly or severally, for any obligation of, or claims against Landlord. Notwithstanding any other provisions of this Lease which may be to the contrary, Tenant agrees to look solely to Landlord’s equity interest in the Property for recovery of any judgment under this Lease. The provisions of

this Section shall not limit any right that Tenant might otherwise have under this Lease for specific performance or other injunctive relief against Landlord. In no event shall Landlord (original or successor) or any Affiliate of Landlord be required to respond in monetary damages from Landlord’s assets other than Landlord’s equity interest in any portion of the Property. Furthermore, in no event shall Landlord or any Affiliate of Landlord (original or successor) ever be liable to Tenant for any indirect or consequential damages suffered by Tenant from whatever cause.

24.2 Tenant’s Liability. Landlord specifically agrees that no officer, shareholder, employee or agent of Tenant shall be held to any personal liability, jointly or severally, for any obligation of, or claims against Tenant. Furthermore, in no event shall Tenant or any Affiliate of Tenant (original or successor) ever be liable to Landlord for any indirect or consequential damages suffered by Landlord from whatever cause.

ARTICLE 25

MISCELLANEOUS

25.1 Landlord’s Right to Inspect. Landlord and its authorized representatives may, at any time and from time to time, upon reasonable notice to Tenant, inspect the Facilities during usual business hours subject to any security, health, safety or resident confidentiality requirements of Tenant or any governmental agency, or created by any Insurance Requirement or Legal Requirement relating to the Facilities; provided, however, if an Event of Default has not occurred and is continuing, (a) Landlord or its representatives shall have scheduled an appointment with a person designated in writing to Landlord by Tenant (the “Designated Representative”), (b) such Designated Representative shall accompany Landlord or its representative (if so required by Tenant), and (c) Landlord shall provide not less than five (5) days’ prior written notice to Tenant (which notice may be via email to NCT.portfolio@holidaytouch.com).

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

25.3 Remedies Cumulative. To the extent permitted by law, each legal, equitable or contractual right, power and remedy of Landlord or Tenant now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy. The exercise or beginning of the exercise by Landlord or Tenant of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Landlord or Tenant of any or all of such other rights, powers and remedies. The provisions of this Section are subject in all respects to the provisions of Article 24.

25.4 Acceptance of Surrender. No surrender to Landlord of this Lease or of all or any portion of or interest in the Facilities shall be valid or effective unless agreed to and accepted in writing by Landlord, and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by Landlord, shall constitute an acceptance of any such surrender by Tenant.

25.5 No Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby if the same person, firm, corporation or other entity acquires, owns or holds, directly or indirectly, this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate, and the fee estate in the Property.

25.6 Conveyance by Landlord. If Landlord or any successor owner of the Property conveys the Property in accordance with the terms hereof (other than as security for a debt), and the grantee or transferee of the Property expressly assumes all obligations of Landlord hereunder arising or accruing from and after the date of such conveyance or transfer, Landlord or such successor owner, as the case may be, thereupon shall be released from all liabilities and obligations of Landlord under this Lease arising after such conveyance or transfer.

25.7 Quiet Enjoyment. So long as Tenant pays all Rent as the same becomes due and fully complies with all of the terms of this Lease and fully performs its obligations hereunder when due or within any cure period provided for herein, Tenant shall peaceably and quietly have, hold and enjoy the Property for the Term hereof, free of any claim or other action by Landlord or anyone claiming by, through or under Landlord, but subject to the Permitted Encumbrances and/or any liens and encumbrances of record hereafter consented to by Tenant.

25.8 Notices. All notices, demands, requests, consents, approvals and other communications (“Notice” or “Notices”) hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or received by telegraphic or other electronic means (including e-mail, telecopy and telex) or, if mailed, five days after being deposited in the United States mail, certified or registered mail, postage prepaid, or if sent via Federal Express or similar courier service via overnight delivery, the next business day following receipt, addressed to the respective parties as follows (or to such other address as a party may hereafter designate):

If to Tenant:

c/o Fortress Investment Group LLC

1345 Avenue of the Americas

New York, New York 10105

Attn: Cameron MacDougall

Tel: (212) 479-1522

Email: cmacdougall@fortress.com

and a copy to:

c/o - Holiday Retirement

5885 Meadows Rd., Suite 500

Lake Oswego, OR 97035

Attn: Chief Legal Officer

Email: legal@holidaytouch.com

and a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Attn: Neil Rock

Tel: (212) 735-3787

Fax: (917) 777-3787

Email: neil.rock@skadden.com

If to Landlord:

NIC 12 Maple Downs Owner LLC, on behalf of all

Landlords

c/o Fortress Investment Group LLC

1345 Avenue of the Americas, 46th Floor

New York, NY 10105

Telephone: (212) 798-6100

Attention: Jonathan Brown

and a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York NY 10006

Attention: Donald A. Stern

Telephone: (212) 225-2640

Email: dstern@cgsh.com

25.9 Survival of Terms; Applicable Law. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination of this Lease shall survive such termination. If any term or provision of this Lease or any application thereof shall be invalid or unenforceable for any reason whatsoever, the remainder of this Lease and any other application of such term or provisions shall not be affected thereby. If any late charge or any interest rate provided for in any provision of this Lease based upon a rate in excess of the maximum rate permitted by applicable law, such charges shall be fixed at the maximum permissible rate. Subject to any limitations on assignment contained in this Lease, all the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. The Recitals to this Lease are incorporated herein by this reference. This Lease shall be governed by and construed in accordance with the laws of the State of Texas.

25.10 Exculpation of Officers and Agents. This Lease is made on behalf of Landlord and Tenant by an officer of each, not individually, but solely in his capacity in such office as authorized by the managers or directors of each, pursuant to their respective bylaws. The obligations of this Lease are not binding upon, nor shall resort be had to the private property of, any of the managers, directors, shareholders, officers, members, employees or agents of Landlord or Tenant.

25.11 Licenses Following Termination; Tenant’s Cooperation.


ARTICLE 1 DEFINITIONS			1

ARTICLE 2 LEASE OF LAND AND FACILITIES			16
	2.1	Letting	16
	2.2	[Intentionally omitted]	16
	2.3	AS IS/WHERE IS	16
	2.4	Transfer of Business Operations of the Facilities	17
	2.5	Single Lease	17

ARTICLE 3 TERM OF LEASE			18
	3.1	Term of Lease	18

ARTICLE 4 RENT			18
	4.1	Base Rent	18
	4.2	Security Deposit	19
	4.3	Additional Charges/Late Payments	19
	4.4	Triple Net Lease; No Set-off; Bankruptcy	20
	4.5	Ground Leases	24
	4.6	Payment date	24

ARTICLE 5 IMPOSITIONS			24
	5.1	Payment of Impositions	24
	5.2	Notice of Impositions	25
	5.3	Adjustment of Impositions	26
	5.4	Escrow for Property Taxes	26
	5.5	Utility Charges	26
	5.6	Insurance Premiums	26

ARTICLE 6 TERMINATION OR ABATEMENT OF LEASE			27
	6.1	No Termination or Abatement	27
	6.2	Rent Reduction	27

ARTICLE 7 FF&E AND OTHER CAPITAL IMPROVEMENTS			28
	7.1	Minimum Capital Expenditures	28
	7.2	Capex Shortfall Deposit	28
	7.3	Return of Target Expenditure Shortfall Deposits	28
	7.4	Capital Additions; Alterations	29
	7.5	Lender Requirements	29
	7.6	Initial Improvements	30
	7.7	Survival	30

ARTICLE 8 OWNERSHIP AND USE OF PROPERTY			30
	8.1	Ownership of the Property	30
	8.2	Use of the Facilities and Land	31
	8.3	Continuous Operations	31


	8.4	Hazardous Substances	32

ARTICLE 9 LEGAL REQUIREMENTS AND INSURANCE REQUIREMENTS			34
	9.1	Compliance with Legal Requirements, Insurance Requirements and Instruments	34
	9.2	[Intentionally omitted]	34
	9.3	Landlord’s Cooperation	34

ARTICLE 10 CONDITION OF THE PROPERTY			34
	10.1	Maintenance and Repair	34

ARTICLE 11 SECURITY FOR PERFORMANCE OF OBLIGATIONS			36
	11.1	Security Agreement	36
	11.2	Additional Collateral Documents	36
	11.3	Compliance with Financial Ratios	37
	11.4	[Intentionally omitted.]	37
	11.5	Subordination of Payments to Affiliates	37

ARTICLE 12 LIENS			38
	12.1	No Liens on Property	38
	12.2	No Liens on Landlord’s Interest	39

ARTICLE 13 CONTESTS			39

ARTICLE 14 INSURANCE			40
	14.1	General Insurance Requirements	40
	14.2	Replacement Cost	41
	14.3	Additional Insurance	41
	14.4	Waiver of Subrogation	41
	14.5	Policy Requirements	41
	14.6	Blanket Policy	42
	14.7	Changed circumstances	42

ARTICLE 15 INSURANCE PROCEEDS			43
	15.1	Handling of Insurance Proceeds	43
	15.2	Reconstruction in the Event of Damage or Destruction Covered by Insurance	43
	15.3	Reconstruction in the Event of Damage or Destruction Not Covered by Insurance	44
	15.4	Restoration of Capital Additions Paid by Tenant	45
	15.5	Facility Mortgagee Requirements	45
	15.6	Waiver	45
	15.7	Shortfall	45
	15.8	Notice	45

ARTICLE 16 CONDEMNATION			45
	16.1	Definitions	45
	16.2	Parties’ Rights and Obligations	46


	25.3	Remedies Cumulative	61
	25.4	Acceptance of Surrender	62
	25.5	No Merger of Title	62
	25.6	Conveyance by Landlord	62
	25.7	Quiet Enjoyment	62
	25.8	Notices	62
	25.9	Survival of Terms; Applicable Law	63
	25.10	Exculpation of Officers and Agents	63
	25.11	Licenses Following Termination; Tenant’s Cooperation	63
	25.12	Memorandum of Lease	64
	25.13	Entire Agreement; Modifications	65
	25.14	Attorneys’ Fees	65
	25.15	Time is of the Essence	65
	25.16	Submission to Jurisdiction	65
	25.17	Waiver of Jury Trial	66
	25.18	Use of Counterparts	66
	25.19	Calculation of Time Periods	66
	25.20	General REIT Provisions	66
	25.21	Lease Consolidation	67
	25.22	Designated Parties	67
	25.23	State-Specific Provisions	67
	25.24	Compliance with SPE Requirements	67
	25.25	Ground Leases	67

ARTICLE 26 NON COMPETITION PROVISIONS			68

ARTICLE 27 CONFIDENTIALITY			69
	27.1	Obligation of Confidence	69
	27.2	Permitted Disclosures	69
	27.3	Confidential Information Defined	70
	27.4	Injunctive Relief	70
	27.5	Suspension Period	70

ARTICLE 28 SEVERED LEASE			71
	28.1	Severed Lease	71
	28.2	Amendments to this Lease	72
	28.3	Effective Date	72
	28.4	Other Undertakings	72
	28.5	Miscellaneous	72

TENANT:

By: NCT Master Tenant I LLC, a Delaware limited liability company

By:	/s/ Christopher J. Bouchard
	Name:	Christopher J. Bouchard
	Title:	Secretary

By:	/s/ Andrew White
	Name:	Andrew White
	Title:	Chief Executive Officer, President and Secretary


	16.3	Total Taking	46
	16.4	Allocation of Award	46
	16.5	Partial Taking	46
	16.6	Temporary Taking	47
	16.7	Facility Mortgagee Requirements	47
	16.8	Notice	47

ARTICLE 17 DEFAULTS AND REMEDIES			47
	17.1	Events of Default	47
	17.2	Damages	49
	17.3	Application of Funds	51
	17.4	Landlord’s Right to Cure Tenant’s Default	51
	17.5	Waiver	51

ARTICLE 18 CURE BY TENANT OF LANDLORD DEFAULTS			52
	18.1	Landlord Default	52
	18.2	Mortgagee Cure	52

ARTICLE 19 HOLDING OVER			52

ARTICLE 20 LIABILITY OF PARTIES			53
	20.1	Indemnification by Tenant	53
	20.2	Indemnification by Landlord	54
	20.3	Continuing Liability	54

ARTICLE 21 ASSIGNMENT AND SUBLETTING; MANAGEMENT			54
	21.1	Subtenant	54
	21.2	Assignment	55
	21.3	Change of Control	55
	21.4	Subletting	55
	21.5	Attornment	56
	21.6	Management	56
	21.7	Permitted Transfers	56

ARTICLE 22 INFORMATION FROM TENANT			57
	22.1	22.1 Estoppel Certificates	57
	22.2	Financial Information	58
	22.3	Confidentiality of Protected Health Information	59

ARTICLE 23 FACILITY MORTGAGES			59

ARTICLE 24 LIMITATION OF LIABILITY			60
	24.1	Landlord’s Liability	60
	24.2	Tenant’s Liability	61

ARTICLE 25 MISCELLANEOUS.			61
	25.1	Landlord’s Right to Inspect	61
	25.2	No Waiver	61



1	Note: Amounts to be reasonably determined by Landlord (and any Facility Mortgagee as of the Commencement Date) and Tenant based on the PCRs.

	/s/ Leah Renae Kuor
	Notary Public for Oregon

	My Commission Expires: 4/23/2014

Facility	Allocated Facility Rent (6.5% of Allocated Purchase Price)
ARLINGTON PLAZA	$725,003
BLAIR HOUSE	$1,051,652
BLUE WATER LODGE	$1,089,848
BRIARCREST ESTATES	$1,231,003
CHATEAU RIDGELAND	$588,842
CHERRY LAUREL	$1,548,100
COLONIAL HARBOR	$1,589,318
COUNTRY SQUIRE	$1,220,536
COURTYARD AT LAKEWOOD, THE	$1,056,776
DESOTO BEACH CLUB	$1,587,800
EL DORADO, THE	$997,917
ESSEX HOUSE	$1,802,864
FLEMING POINT	$1,452,984
GRASSLANDS ESTATES	$1,327,331
GREELEY PLACE	$945,549
GRIZZLY PEAK	$1,219,358
JACKSON OAKS	$1,777,507
MAPLE DOWNS	$1,983,967
PARKWOOD ESTATES	$1,326,292
PIONEER VALLEY LODGE	$1,358,909
REGENCY RESIDENCE	$1,057,618
SIMI HILLS	$1,778,923
STONEYBROOK LODGE	$1,432,809
SUMMERFIELD ESTATES	$387,002
VENTURA PLACE	$1,625,279
	$32,163,186

YEAR	AMOUNT

2014	$500.00

2015	$1,010.00

2016	$1,530.20

2017	$2,060.80

2018	$2,602.02

2019	$3,154.06

2020	$3,717.14

2021	$4,291.48

2022	$4,877.31

2023	$5,474.86

2024	$6,084.36

2025	$6,706.04

2026	$7,340.17

2027	$7,986.97

2028	$8,646.71

2029	$9,319.64

2030	$10,006.04

Recording Information:	May 10, 2000 as Fee No. M-283674, Microfilm Records
In Favor of:	TCI Cablevision of Oregon, Inc.,
For:	Multi-Channel Television Programming

Recorded:	February 13, 2006
Recording No.:	Fee No. 2006-399787, Microfilm Records

If to Guarantor:	If to Landlord:

c/o – Holiday Retirement 5885 Meadows Rd., Suite 500 Lake Oswego, OR 97035 Attn: General Counsel	c/o Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, NY 10105 Telephone: (212) 798-6100 Attention: Jonathan Brown

With a copy to:	With a copy to:

c/o Fortress Investment Group LLC 1345 Avenue of the Americas New York, New York 10105 Attn: Cameron MacDougall Tel: (212) 479-1522 Email: cmacdougall@fortress.com	Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York NY 10006 Attention: Donald A. Stern Telephone: (212) 225-2640 Email: dstern@cgsh.com

With a copy to:	With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 Attn: Neil Rock Tel: (212) 735-3787 Fax: (917) 777-3787 Email: neil.rock@skadden.com

GUARANTOR:

Holiday AL Holdings LP,
a Delaware limited partnership

By:	Holiday AL Holdings GP LLC,
	its General Partner

By:
Name:		Scott Shanaberger
Title:		Chief Financial Officer

Facility	Address	City	State
Arlington Plaza	6801 W Poly Webb Road	Arlington	TX
Blair House	1200 East College Avenue	Normal	IL
Blue Water Lodge	2840 Keewahdin Road	Fort Gratiot	MI
Briarcrest Estates	14525 Clayton Road	Ballwin	MO
Chateau Ridgeland	745 S Pear Orchard Road	Ridgeland	MS
Cherry Laurel	1009 Concord Road	Tallahassee	FL
Colonial Harbor	2405 Ft. Eustis Blvd.	Yorktown	VA
Country Squire	1602 Buckingham Street	St. Joseph	MO
Courtyard at Lakewood	7100 W 13th Avenue	Lakewood	CO
Desoto Beach Club	5201 Desoto Rd.	Sarasota	FL
El Dorado	714 W Arapaho Road	Richardson	TX
Essex House	20 N. 12th St.	Lemoyne	PA
Fleming Point	720 Latta Rd.	Greece	NY
Grasslands Estates	10665 W. 13th St. N	Wichita	KS
Greeley Place	1051 6th Street	Greeley	CO
Grizzly Peak	3600 American Way	Missoula	MT
Jackson Oaks	2500 Marshall Avenue	Paducah	KY
Maple Downs	7220 Genesee St. E.	Fayetteville	NY
Parkwood Estates	2201 South Lemay Avenue	Fort Collins	CO
Pioneer Valley Lodge	2351 N 400 E	North Logan	UT
Regency Residence	6711 Embassy Boulevard	Port Richey	FL
Simi Hills	950 Sunset Garden Lane	Simi Valley	CA
Stoneybrook Lodge	4700 SW Hollyhock Circle	Corvallis	OR
Summerfield Estates	9133 Baird Road	Shreveport	LA
Ventura Place	3026 54th Street	Lubbock	TX

TOTAL NET OPERATING INCOME	$__________________

TOTAL BASE RENT	$__________________

Number	Property Name	Address	City	State	Description	Completion Time	Estimated Cost		Reserve Amount
(1)	Arlington Plaza	6801 West Poly Webb Road	Arlington	TX	ADA Modifications	12 months	$	1,420	$	1,562
					Sub-Terranean Parking Garage	6 months	$	1,000	$	1,100
					Roof Covering	6 months	$	750	$	825
					Exterior Walls	6 months	$	3,700	$	4,070
					Windows & Frames	6 months	$	9,600	$	10,560
					Kitchen Walk-in Cooler	6 months	$	5,000	$	5,500
					Water Distribution	6 months	$	1,500	$	1,650
					Water Heater	6 months	$	2,600	$	2,860
					Approximately two square feet of mold was identified on the first floor stairway ceiling; two square feet on first floor hallway ceiling; and four square feet on the basement garage ceiling. Although the mold is not considered an environmental issue, the source of moisture should be identified and mitigated.	12 months	$	—	$	—
(2)	Blair House	1200 East College Avenue	Normal	IL	ADA Modifications	12 months	$	2,220	$	2,442
					Three interior radon samples exceeded the EPA recommended action level. Additional long-term sampling should be completed in the units that exceeded the EPA action level.	12 months	$	950	$	—
(3)	Blue Water Lodge	2840 Keewahdin Road	Fort Gratiot	MI	Windows & Frames	6 months	$	7,500	$	8,250
(4)	Briarcrest Estates	14525 Clayton Road	Ballwin	MO	ADA Modifications	12 months	$	2,320	$	2,552
					Pedestrian Paving	6 months	$	4,000	$	4,400
					Retaining Walls, unit masonary/ concrete	6 months	$	75,000	$	82,500
					Carports	6 months	$	1,500	$	1,650
					Exterior Walls, brick or block	6 months	$	8,000	$	8,800
(5)	Chateau Ridgeland	745 S Pear Orchard Road	Ridgeland	MS	ADA Modifications	12 months	$	6,220	$	6,842
					Roadways/ Parking Lots	12 months	$	3,894	$	4,283
					Exterior Walls	6 months	$	3,250	$	3,575
(6)	Cherry Laurel	1009 Concord Road	Tallahassee	FL	ADA Modifications	12 months	$	400	$	440
(7)	Colonial Harbor	2405 Fort Eustis Boulevard	Yorktown	VA	ADA Modifications	12 months	$	220	$	242
					Landscaping Irrigation	12 months	$	5,000	$	5,500
(8)	Country Squire	1602 Buckingham Street	St Joseph	MO	ADA Modifications	12 months	$	200	$	220
					Pedestrian Paving	6 months	$	4,000	$	4,400
					Roof Covering	12 months	$	75,000	$	82,500
(9)	Courtyard At Lakewood	7100 West 13th Avenue	Lakewood	CO	ADA Modifications	12 months	$	660	$	726
					Pedestrian Paving	6 months	$	1,800	$	1,980
					Waterproof Membranes at Drains Inlet	6 months	$	2,750	$	3,025
					Structural Deck Coating	12 months	$	60,650	$	66,715
					Settlement at South Drive	6 months	$	2,500	$	2,750
					Refinish Ceiling	6 months	$	8,000	$	8,800
					Windows & Frames	6 months	$	21,900	$	24,090
					Patio Slabs	6 months	$	3,150	$	3,465
					Unit Fencing	6 months	$	1,050	$	1,155
(10)	Desoto Beach Club	5201 Desoto Road	Sarasota	FL	ADA Modifications	12 months	$	220	$	242
(11)	El Dorado	714 West Arapaho Road	Richardson	TX	ADA Modifications	12 months	$	320	$	352
					One interior radon sample exceeded the EPA recommended action level.	12 months	$	925	$	—
					Additional long-term sampling should be completed in the unit that exceeded the
					EPA action level.
(12)	Essex House	20 North 12th Street	Lemoyne	PA	Water Treatment, Softening Systems	6 months	$	2,500	$	2,750
(13)	Fleming Point	720 Latta Road	Greece	NY	ADA Modifications	12 months	$	385	$	424
					Roadways/ Parking Lots, Asphaltic concrete	6 months	$	2,500	$	2,750

	MANAGER:

	Holiday AL Management Sub LLC, a Delaware limited liability company

	By:
	Name: Scott Shanaberger
	Title: Chief Financial Officer

	NIC 12 Arlington Plaza Owner LLC
	NIC 12 Blair House Owner LLC
	NIC 12 Blue Water Lodge Owner LLC
	NIC 12 Briarcrest Estates Owner LLC
	NIC 12 Chateau Ridgeland Owner LLC
	NIC 12 Cherry Laurel Owner LLC
	NIC 12 Colonial Harbor Owner LLC
	NIC 12 Country Squire Owner LLC
	NIC 12 Courtyard At Lakewood Owner LLC
	NIC 12 Desoto Beach Club Owner LLC
	NIC 12 El Dorado Owner LLC
	NIC 12 Essex House Owner LLC
	NIC 12 Fleming Point Owner LLC
	NIC 12 Grasslands Estates Owner LLC
	NIC 12 Greeley Place Owner LLC
	NIC 12 Grizzly Peak Owner LLC
	NIC 12 Jackson Oaks Owner LLC
	NIC 12 Maple Downs Owner LLC
	NIC 12 Parkwood Estates Owner LLC
	NIC 12 Pioneer Valley Lodge Owner LLC
	NIC 12 Regency Residence Owner LLC
	NIC 12 Simi Hills Owner LLC
	NIC 12 Stoneybrook Lodge Owner LLC
	NIC 12 Summerfield Estates Owner LLC
	NIC 12 Ventura Place Owner LLC

	By:
	Name:
	Title:


	By: Holiday AL Holdings GP LLC, its General Partner

	By:
	Name: Christopher J. Bouchard
	Title: Secretary

	Before me:

	Leah Renae Kuor
	Notary Public for Oregon
	My Commission Expires: April 23, 2014

	This area for official notarial seal

Property	Subtenant	Tenant	Landlord
Simi Hills	NH Simi Hills LP	NCT Master Tenant I LLC	NIC 12 Simi Hills Owner LLC
Courtyard at Lakewood	NH Courtyard at Lakewood LLC	NCT Master Tenant I LLC	NIC 12 Courtyard at Lakewood Owner LLC
Greeley Place	NH Greeley Place LLC	NCT Master Tenant I LLC	NIC 12 Greeley Place Owner LLC
Parkwood Estates	NH Parkwood Estates LLC	NCT Master Tenant I LLC	NIC 12 Parkwood Estates Owner LLC
Regency Residence	NH Regency Residence LLC	NCT Master Tenant I LLC	NIC 12 Regency Residence Owner LLC
Desoto Beach Club	NH Desoto Beach Club LLC	NCT Master Tenant I LLC	NIC 12 Desoto Beach Club Owner LLC
Cherry Laurel	NH Cherry Laurel LLC	NCT Master Tenant I LLC	NIC 12 Cherry Laurel Owner LLC
Blair House	NH Blair House LLC	NCT Master Tenant I LLC	NIC 12 Blair House Owner LLC
Briarcrest Estates	NH Briarcrest Estates LLC	NCT Master Tenant I LLC	NIC 12 Briarcrest Estates Owner LLC
Grasslands Estates	NH Grasslands Estates LLC	NCT Master Tenant I LLC	NIC 12 Grasslands Estates Owner LLC
Jackson Oaks	NH Jackson Oaks LLC	NCT Master Tenant I LLC	NIC 12 Jackson Oaks Owner LLC
Summerfield Estates	NH Summerfield Estates LLC	NCT Master Tenant I LLC	NIC 12 Summerfield Estates Owner LLC
Blue Water Lodge	NH Blue Water Lodge LLC	NCT Master Tenant I LLC	NIC 12 Blue Water Lodge Owner LLC
Country Squire	NH Country Squire LLC	NCT Master Tenant I LLC	NIC 12 Country Squire Owner LLC
Chateau Ridgeland	NH Chateau Ridgeland LLC	NCT Master Tenant I LLC	NIC 12 Chateau Ridgeland Owner LLC
Grizzly Peak	NH Grizzly Peak LLC	NCT Master Tenant I LLC	NIC 12 Grizzly Peak Owner LLC
Maple Downs	NH Maple Downs LLC	NCT Master Tenant I LLC	NIC 12 Maple Downs Owner LLC
Fleming Point	NH Fleming Point LLC	NCT Master Tenant I LLC	NIC 12 Fleming Point Owner LLC
Stoneybrook Lodge	NH Stoneybrook Lodge LLC	NCT Master Tenant I LLC	NIC 12 Stoneybrook Lodge Owner LLC
Essex House	NH Essex House LLC	NCT Master Tenant I LLC	NIC 12 Essex House Owner LLC
Arlington Plaza	NH Arlington Plaza LLC	NCT Master Tenant I LLC	NIC 12 Arlington Plaza Owner LLC
El Dorado	NH El Dorado LLC	NCT Master Tenant	NIC 12 El Dorado

		I LLC	Owner LLC
Ventura Place	NH Ventura Place LLC	NCT Master Tenant I LLC	NIC 12 Ventura Place Owner LLC
Pioneer Valley Lodge	NH Pioneer Valley Lodge LLC	NCT Master Tenant I LLC	NIC 12 Pioneer Valley Lodge Owner LLC
Colonial Harbor	NH Colonial Harbor LLC	NCT Master Tenant I LLC	NIC 12 Colonial Harbor Owner LLC

Facility Name	Address	City	State	Zip
Simi Hills	950 Sunset Garden Lane	Simi Valley	CA	93065
Courtyard at Lakewood	7100 W 13th Avenue	Lakewood	CO	80215
Greeley Place	1051 6th Street	Greeley	CO	80631
Parkwood Estates	2201 South Lemay Avenue	Fort Collins	CO	80525
Regency Residence	6711 Embassy Boulevard	Port Richey	FL	34668
Desoto Beach Club	5201 Desoto Rd.	Sarasota	FL	34235
Cherry Laurel	1009 Concord Road	Tallahassee	FL	32308
Blair House	1200 East College Avenue	Normal	IL	61761
Briarcrest Estates	14525 Clayton Road	Ballwin	MO	63011
Grasslands Estates	10665 W. 13th St. N	Wichita	KS	67212
Jackson Oaks	2500 Marshall Avenue	Paducah	KY	42003
Summerfield Estates	9133 Baird Road	Shreveport	LA	71118
Blue Water Lodge	2840 Keewahdin Road	Fort Gratiot	MI	48059
Country Squire	1602 Buckingham Street	St. Joseph	MO	64506
Chateau Ridgeland	745 S Pear Orchard Road	Ridgeland	MS	39157
Grizzly Peak	3600 American Way	Missoula	MT	59808
Maple Downs	7220 Genesee St. E.	Fayetteville	NY	13066
Fleming Point	720 Latta Rd.	Greece	NY	14612
Stoneybrook Lodge	4700 SW Hollyhock Circle	Corvallis	OR	97333
Essex House	20 N. 12th St.	Lemoyne	PA	17043
Arlington Plaza	6801 W Poly Webb Road	Arlington	TX	76016
El Dorado	714 W Arapaho Road	Richardson	TX	75080
Ventura Place	3026 54th Street	Lubbock	TX	79413
Pioneer Valley Lodge	2351 N 400 E	North Logan	UT	84341
Colonial Harbor	2405 Ft. Eustis Blvd.	Yorktown	VA	23692