LEASE AGREEMENT Between SOLOMON AIRPARK, LLC And EMDEON BUSINESS SERVICES LLC As of August 24, 2009

Exhibit 10.1

LEASE AGREEMENT

Between

SOLOMON AIRPARK, LLC

And

EMDEON BUSINESS SERVICES LLC

As of August 24, 2009

LEASE SUMMARY

The following is a summary of certain portions of this Lease.

It is understood that the foregoing is intended as a summary of the Lease for convenience only and if there is a conflict between the above summary and any provision of the Lease hereinafter set forth, the latter shall control.

All capitalized terms not otherwise defined in this Lease that are defined in the Construction Agreement attached to this Lease as Exhibit C , shall have the meanings assigned to such terms in the Construction Agreement.

 ii

TABLE OF CONTENTS

LEASE AGREEMENT

     THIS LEASE AGREEMENT (the “ Lease ”), made and entered into as of August 24, 2009, by and between SOLOMON AIRPARK, LLC, a Tennessee limited liability company (“ Landlord ”) and EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (“ Tenant ”),

WITNESSETH:

1. Lease of Property.

     (a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, (i) the tract of real property described on Exhibit A attached hereto, including and subject to all improvements thereto, all rights, privileges, easements, servitude, right-of-ways, and appurtenances belonging or appurtenant thereto (the “ Land ”) and (ii) the Shell Building and the Land Sitework (the Building, the Land Sitework and the Land being collectively referred to herein as the “ Property ”). The Land is part of the approximately twenty-one (21) acre parcel of land described on Exhibit B attached hereto (the “Airpark Parcel”)

     (b) Landlord agrees to construct the Shell Building and the Land Sitework in accordance with the Construction Agreement attached hereto as Exhibit C (the “ Construction Agreement ”) and made a part hereof for all purposes. Landlord agrees to commence construction of the Shell Building and the Land Sitework following the closing (the “Acquisition Closing” ) of Landlord’s acquisition of the Airpark Parcel and to complete such construction in accordance with the Construction Agreement.

     (c) Landlord hereby covenants that Tenant shall peaceably and quietly hold and enjoy the Property throughout the Term (as hereinafter defined) on and subject to all of the provisions and conditions of this Lease; and, subject to the performance by Landlord of its obligations under the Construction Agreement, Tenant shall accept the Property from Landlord on the Completion Date (as defined in the Construction Agreement).

     (d) Landlord represents and warrants that it has the full power and authority to execute this Lease and that, following the Acquisition Closing, it will own the Land in fee simple and will grant the estate demised herein, subject only to the liens and encumbrances described in Exhibit F (collectively, the “ Permitted Encumbrances ”).

     (e) As long as Tenant is entitled to possession of the Property, Tenant shall have the exclusive right to use any parking areas, driveways, sidewalks, and other site improvements on the Property as they may exist from time to time, subject to the Permitted Encumbrances.

     (f) Landlord acknowledges and agrees that prior to the date hereof, Landlord has delivered to Tenant true and complete copies of any surveys, title policies (including copies of the Permitted Encumbrances) and environmental reports in its possession.

     (g) Ingress and egress to the Land shall be provided to Airpark Center East substantially as outlined in the site plan attached hereto as Exhibit G .

     (h) Landlord and Tenant acknowledge that Tenant, Landlord, the Land and the Airpark Parcel are subject to the terms and conditions of the Declaration of Covenants, Conditions, Restrictions, Reservations and Easements for Airpark East, of record as instrument 20011115-0125662, Register’s Office of Davidson County, Tennessee, as amended by the First Amendment to Declaration of Covenants, Conditions, Restrictions, Reservations and Easements for Airpark East, of record as instrument 20080109-0002825, Register’s Office of Davidson County, Tennessee (as amended, the “Declaration” ). Landlord agrees that, except as Landlord may be required by the terms of the Declaration, in no event shall Landlord agree to any amendment or modification to the Declaration, or consent to any matter under the Declaration, that could adversely affect the rights, or increase the obligations, of Tenant hereunder, including, without limitation, any action that (i) grants any easement that could interfere with the operations of Tenant, or (ii) grants any access easements or other rights of ingress or egress to third parties onto or through the Property. Landlord agrees to (x) promptly provide Tenant with copies of any notices that Landlord may give or receive pursuant to the Declaration, and (y) cast any votes as a member of the Association (as defined in the Declaration) with respect to the Property, as directed by Tenant. Landlord represents and warrants that it has or will receive all necessary approvals required pursuant to the Declaration in order to construct the improvements described in the Construction Plans (as defined in the Construction Agreement).

     (i) Subject to Landlord’s rights to subdivide the Airpark Parcel as described in Section 35 below, Landlord shall not amend, modify or terminate the Permitted Encumbrances (other than the Declaration), or allow any new encumbrances with respect to the Property to be created, without the prior written consent of Tenant.

2. Term .

     (a) The term of this Lease (the “ Initial Term ”) shall begin on the Commencement Date and end on the last day of the one hundred eightieth (180th) full calendar month following the Rent Commencement Date. Thus, unless the Commencement Date falls on the first day of a calendar month, the Initial Term will also include the initial partial calendar month immediately following the Commencement Date.

     (b) The “ Commencement Date ” shall be the earlier to occur of:

     (1) One Hundred and Fifty (150) days from the Completion Date, or

     (2) the date on which Tenant first begins to occupy the Building for the conduct of its business (excluding occupancy for the sole purpose of constructing the Tenant Finish or installing Tenant’s furniture, fixtures, workstations and equipment).

     (c) On the Commencement Date, Tenant shall execute a written agreement to confirm the actual calendar dates on which the Commencement Date and the Rent Commencement Date (as defined in Section 3 below) occur. Tenant shall take possession of the Property on the Commencement Date and surrender the Property to Landlord at the expiration of the Term or earlier termination of this Lease free of waste and in as good a condition as on the Commencement Date except for reasonable wear and tear, casualty, condemnation and repairs that are Landlord’s responsibility under this Lease.

     (d) Provided Tenant is not then in default hereunder beyond applicable periods of grace and/or notice and cure, Tenant may at its option renew this Lease for two (2) successive five (5) year periods (each a “ Renewal Term ”; and if so exercised by Tenant, collectively with the Initial Term, the “ Term ”)) commencing on the first day after the Initial Term or the then-previous Renewal Term, as applicable, upon all terms, conditions, and obligations set forth herein. Tenant shall provide Landlord with notice at least twelve (12) months before the expiration of the Initial Term or the then-previous renewal term, as applicable, if it desires to exercise any of said options.

     (e) Notwithstanding the foregoing, Tenant shall be entitled to enter the Property prior to the Commencement Date in order to construct and install the Tenant Finish in accordance with the terms of the Construction Agreement.

3. Rent .Commencing on the Rent Commencement Date and continuing throughout the Term of this Lease, Tenant shall pay rent to Landlord in accordance with the following provisions:

     (a) Tenant shall pay minimum annual rent (the “ Minimum Rent ”) in monthly installments in advance on or before the first day of each calendar month during the Initial Term and the Renewal Terms in the amounts reflected in Exhibit D hereto (as the same may be adjusted pursuant to the Construction Agreement). Landlord reserves the right to apply any partial rental payment to the full amount due without waiving its right to collect the balance. Landlord’s acceptance of any partial rental payments in no way relieves Tenant of its obligation to pay rent in full.

     (b) The installments of Minimum Rent for any initial partial calendar month shall be prorated based on actual days elapsed and shall be paid in advance on the Rent Commencement Date.

     (c) The “ Rent Commencement Date ” shall be thirty (30) days following the Commencement Date.

     (d) Except as expressly provided to the contrary in this Lease or in the Construction Agreement, installments of Minimum Rent shall be payable without notice, demand, reduction, setoff, or other defense. Installments of Minimum Rent and payments of other sums owing to Landlord pursuant to this Lease shall be made to Landlord at 4539 Trousdale Drive, Nashville, TN 37204, Attn: Gregory G. Turner, or at whatever other account or address that Landlord may designate from time to time by written notice to Tenant. Upon exercise by Tenant of its rights set forth in Section 17 of the Construction Agreement, Tenant shall be entitled to exercise the offset rights described therein.

     (e) From and after the Rent Commencement Date and during the Term of this Lease, Tenant shall pay all costs, charges, expenses, taxes, assessments and insurance premiums that are required to be paid by Tenant hereunder, which shall be deemed, for the purposes of securing the collection thereof, to be additional rent due and owing hereunder (“ Additional Rent ”). Additional Rent shall be paid directly to the party(s) owed such amounts unless otherwise provided in this Lease.

     (f) If any installment of Minimum Rent or Additional Rent, or any other sum due and payable pursuant to this Lease, remains unpaid for more than five (5) days after Tenant receives written notice from Landlord that such amount is past due, Tenant shall pay Landlord a late payment charge equal to the greater of (i) Fifty and No/100 Dollars ($50.00), or (ii) five percent (5%) of the unpaid installment or other payment. The late payment charge is intended to compensate Landlord for administrative expenses associated with responding to late payment, and shall not be considered liquidated damages or interest. All rent and other sums of whatever nature owed by Tenant to Landlord under this Lease that remain unpaid for more than ten (10) days after Tenant receives written notice from Landlord that such amount is past due shall bear interest from the date due until paid at the lesser of (y) four percent (4%) in excess of the prime rate of interest reported in The Wall Street Journal (or its successors) in effect from time to time, or (z) the maximum interest rate per annum allowed by law.

4. Use of Building; Compliance with Legal Requirements .

     (a) Tenant shall use the Building for general office and data center uses and for no other purposes. Tenant shall not commit or allow waste to be committed in the Building or elsewhere on the Property, and shall not do or allow to be done in the Building or elsewhere on the Property anything that shall constitute a nuisance or detract in any way from the reputation of the Property as a first-class real estate development. Tenant shall allow no noxious or offensive odors, fumes, gases, smoke, dust, steam or vapors, or any loud or disturbing noise or vibrations to originate in or be emitted from the Building. Tenant shall comply with all laws, ordinances, and regulations of any governmental authority relating to Tenant’s use or occupancy of the Building, with the reasonable requirements of insurance underwriters or rating bureaus applicable to the Property, and with the following requirements:

     (b) Tenant may use and store office equipment and supplies that contain small quantities or low concentrations of Hazardous Materials so long as they are properly used and stored within the Building, properly disposed of by Tenant at a location other than the Property, and do not require any governmental license or permit. Except as permitted in the preceding sentence, no use, generation, storage, treatment, transportation, or disposal of any Hazardous Material shall occur or be permitted to occur in connection with Tenant’s use and occupancy of the Building or any other portion of the Property. “ Hazardous Material ” shall mean any toxic or hazardous waste, material, or substance or any other substance that is prohibited, limited, or regulated as a health or environmental hazard by any governmental or quasi-governmental authority, or that even if not so regulated, could reasonably be expected to or does pose a hazard to the environment or to the health and safety of the occupants of the Building or others.

     (c) No portion of the Building or the Property shall be used or occupied for anything that is unusually hazardous on account of fire or other risks, without Landlord’s prior written consent and evidence that such use or occupancy is covered under Tenant’s insurance pursuant to Section 6 below.

     (d) Tenant shall substantially comply with all requirements of the Americans with Disabilities Act and implementing regulations applicable to its use and occupancy of the Building other than requirements relating solely to the design and construction of the Shell Building, the compliance of which shall be the sole responsibility of Landlord, including,

without limitation, the physical structure of the roof, foundation, stairwells, elevators, doorways and exterior walls of the Shell Building.

     (e) Tenant shall ensure that its agents, employees, contractors and invitees comply with this Section 4 and with the Building Rules attached hereto as Exhibit E . In the event of any conflict with the Building Rules, the provisions in the main body of this Lease shall control.

5. Taxes, Assessments and Association Fees .

     (a) Except as set forth herein, Tenant shall pay as Additional Rent prior to delinquency:

     (1) all taxes and governmental assessments which may be levied upon or assessed against the Property during the Term;

     (2) all taxes and governmental assessments of every kind and nature whatsoever arising in any way from the use, occupancy or possession of the Property during the Term;

     (3) all taxes levied upon or assessed against Tenant’s personal property situated in the Building (“ Tenant’s Property ”);

     (4) all sales and similar taxes (if any) that may be levied or assessed against the Rent; and

     (5) all dues and assessments assessed against the Property by the Association pursuant to the Declaration (“ Association Fees ”).

To that end, Landlord shall not be required, except as set forth herein, to pay any taxes, governmental assessments or Association Fees whatsoever which relate to or may be assessed against this Lease, the Rent and other amounts due hereunder, the Property or Tenant’s Property; provided, however, any taxes, governmental assessments or Association Fees which may be levied or assessed against the Property for a period that includes the Commencement Date or the date on which the Term expires shall be prorated between Landlord and Tenant as of such date; provided further that if the Property has not been subdivided from the remainder of the Airpark Parcel, then the allocation between the Property and the remainder of the Airpark Parcel for Association Fees and taxes relating to the Land shall be based on acreage and any tax attributable to improvements located solely on the Property shall be allocated to the Property. Landlord agrees to provide to Tenant, within ten (10) Business Days after its receipt thereof, any tax bills, invoices and other legal or governmental notices relating to the Property that Landlord receives. Notwithstanding any terms of this Lease to the contrary, nothing contained in this Section 5 or elsewhere in this Lease shall obligate Tenant to pay (i) any income, profit, franchise, excise or similar taxes that may be imposed upon or assessed against Landlord with respect to the Property, the Rent or income derived from this Lease, under any law now in force or hereafter enacted, or (ii) to pay any inheritance, estate, succession, gift or any form of property transfer tax or indebtedness tax which may be assessed or levied against Landlord or any mortgagee of Landlord (excluding any real estate assessments based on value after a transfer to a third party).

     (b) Upon request by Landlord, Tenant shall provide Landlord with copies of all paid tax receipts relating to the Property. Tenant may, at its option, contest in good faith and by appropriate and timely legal proceedings any tax, assessment or Association Fees relating to the Property; provided, however, Tenant shall indemnify and hold Landlord harmless from any loss or damage resulting from any such contest, and all expenses of the same (including, without limitation, all reasonable attorneys’ fees and court and other costs) shall be paid solely by Tenant. Landlord shall, at the request of Tenant, execute or join in the execution of any instruments or documents necessary in connection with such contest or proceedings, but Landlord shall incur no cost or obligation thereby.

6. Insurance Coverage; Waiver of Subrogation .

     (a) Tenant, at its expense and as Additional Rent hereunder, shall throughout the Term of this Lease and any extension or renewal thereof, keep the Shell Building and the Tenant Finish insured with (i) “Special Form Causes of Loss” coverage (as such term is used in the insurance industry), at least as broad as the most current ISO Special Cause of Loss Form, including coverage for glass breakage, vandalism and malicious mischief, and builder’s risk (if the improvements on the Land are to be substantially refurbished or rebuilt pursuant to the terms of this Lease) for one hundred percent (100%) of the insurable replacement value of the Shell Building and Tenant Finish with no co-insurance penalty, with any deductible in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) to be approved by Landlord (provided that deductibles related to insurance coverage for earthquakes, windstorms and floods may exceed One Hundred Thousand and No/100 Dollars ($100,000.00) at Tenant’s discretion), and (ii) coverage for “Demolition and Increased Cost of Construction” resulting from enforcement of any law or ordinance with limits of not less than Ten Million and No/100 Dollars ($10,000,000).

     (b) Tenant shall maintain throughout the Term of this Lease and any extension or renewal thereof, at its own expense and as Additional Rent, commercial general liability insurance covering the Property at least as broad as the most commonly available ISO Commercial General Liability policy form (occurrence basis) covering bodily injury, property damage and personal and advertising injury, for the joint benefit of and insuring Tenant and Landlord, with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, with a general aggregate of not less than Two Million Dollars ($2,000,000.00) and a “following form” umbrella liability policy or excess liability policy in an amount of not less than Three Million Dollars ($3,000,000.00) per occurrence, with any deductible or self-insured retention in excess of Three Hundred Fifty Thousand Dollars ($350,000.00) to be approved by Landlord.

     (c) Tenant shall maintain throughout the Term of this Lease and any extension or renewal thereof, at its own expense, business interruption insurance covering risk of loss due to the occurrence of any of the hazards insured against under Tenant’s “all risk” coverage insurance and providing coverage in an amount sufficient to permit the payment of Rent, taxes, insurance and operating expenses payable hereunder for a period (in such case) of not less than twelve (12) months.

     (d) Tenant shall maintain throughout the Term of this Lease and any extension or renewal thereof, at its own expense, all-risk property insurance on all personal property of Tenant located in on the Property for the full replacement value thereof (“ Tenant’s Contents

Policy ”). Such policy shall contain an agreed amount endorsement in lieu of a co-insurance clause.

     (e) All insurance companies providing the coverage required under this Section 6 shall be selected by Tenant, shall be rated A minus (A-) or better by Best’s Insurance Rating Service (or equivalent rating service if not available) and shall be licensed to write insurance policies in the state in which the Land is located. A temporary (not exceeding 90 days) downgrade in an insurance company’s rating below A minus shall not disqualify such insurance company. Tenant shall provide Landlord with copies of all policies or certificates of such coverage (using ACORD 28 for property insurance) for the insurance coverages referenced in this Section 6 and all commercial general liability and umbrella liability or excess liability policies shall name Landlord (and if Landlord is either a general or limited partnership, its general partners) and any mortgagee designated by Landlord by written notice from Landlord to Tenant sent in accordance with the requirements of this Lease, as additional insured(s) thereunder. Any such coverage for additional insureds shall be primary and non-contributory with any insurance carried by Landlord or any other additional insured thereunder. All property insurance policies (except the Tenant’s Contents Policy) shall name Landlord as a loss payee as Landlord’s interests may appear, and shall provide that all losses shall be payable as herein provided. All such policies of insurance shall provide that the amount thereof shall not be reduced and that none of the provisions, agreements or covenants contained therein shall be modified or canceled by the insuring company or companies without thirty (30) days prior written notice being given to Landlord. All proceeds of property and casualty policies shall be paid by check payable to Landlord to be held in trust and disbursed pursuant to Section 13(d) herein. Such policy or policies of insurance may also cover loss or damage to Tenant’s Property, and the insurance proceeds applicable to Tenant’s Property shall not be paid to Landlord or any mortgagee but shall accrue and be payable solely to Tenant. In the event of a casualty that is covered by insurance Tenant is required to maintain under this Section 6 (or would have been covered if Tenant had maintained such insurance), Tenant shall be responsible for any deficiency between the replacement cost of the Shell Building and Tenant Finish and the amount actually paid by the insurance company.

     (f) Each of Landlord and Tenant hereby waives all claims or other rights of recovery against the other and its agents, employees, and contractors for any loss or damage to any portion of the Property, or to any personal property or fixtures thereon, by reason of fire or other loss to the extent such loss is covered by the insurance required under this Section 6 or reimbursed by other insurance held by such party, regardless of cause or origin, including negligence, gross negligence, or misconduct of the other party or its agents, employees, or contractors, and covenants that no insurer shall hold any right of subrogation against such other party. Landlord and Tenant shall each advise its insurers of the foregoing waiver and such waiver shall be a part of the respective policies of property and casualty insurance maintained by Landlord and Tenant.

     (g) Landlord shall have the right, exercisable at any time, but not more frequently than once every five (5) years, by giving written notice to Tenant, to require Tenant to increase the limit and coverage amount of the Commercial General Liability policy that Tenant is required to maintain pursuant to this Section 6 by amounts that are equivalent to the increase in the Consumer Price Index – All Urban Consumers (All Items, 1982-4=100) for the period elapsed since the date of this Lease, or the last adjustment, as applicable. This subsection (g)

shall not be enforceable unless, at the time of such adjustment, Tenant’s net worth, as disclosed in the most recent financial statements delivered to Landlord, is less than One Hundred Million Dollars ($100,000,000).

7. Maintenance and Repair .

     (a) During the Term hereof, Landlord shall (i) maintain the roof structure and membrane, the foundation, all structural elements, and the exterior walls of the Shell Building in good repair, reasonable wear and tear excepted, and (ii) resurface the driveways and parking lots, as reasonably necessary to maintain such driveways and parking lots in good repair. Landlord shall also be responsible for any maintenance and repair of the Shell Building and the Land Sitework generally (including, without limitation, the heating and cooling systems, lighting fixtures, plumbing and all other utility lines and mechanical systems) during the first three hundred sixty-five (365) days following the Rent Commencement Date and for the correction of defects in the original design or construction of the Shell Building, structural or foundation defects and defects in the exterior skin system or window systems that result from structural or foundation defects.

     (b) Except as set forth in Subsection (a) above and in the Construction Agreement attached as Exhibit C hereof, Tenant agrees that Landlord shall have no obligation under this Lease to provide any services or make any repairs or replacements (including the replacement of obsolete components) to the Building, or any alteration, addition, change, substitution or improvement thereof or thereto. The terms “repair” and “replacement” include, without limitation, the replacement of any portions of the Shell Building which have outlived their useful life, as determined by Landlord in its reasonable discretion, during the Term of this Lease (or any extension or renewal thereof). Upon the expiration or earlier termination of this Lease, Tenant shall remain responsible for, and shall pay to Landlord, any cost, charge or expense for which Tenant is otherwise responsible for hereunder attributable to any period (prorated on a daily basis) prior to the expiration or earlier termination of this Lease.

     (c) Tenant shall, subject to Subsection (a) above, during the Term of this Lease (i) maintain the Property clean, free of refuse, and in good order and repair, subject to normal wear and tear (and subject to provisions hereof relating to condemnation and casualty); (ii) not commit waste or impair the Property; (iii) keep all waste and drain pipes open within the Building, (iv) provide for routine professional maintenance and repairs to heating and cooling systems, lighting fixtures (including replacement of bulbs), plumbing and all other utility lines within the Building, (vi) professionally maintain the doors, windows, plate glass, exterior lighting, driveways and parking lots (including sealing and striping, but excluding resurfacing), landscaping and irrigation, sidewalks, life-safety systems, and all mechanical and electrical equipment and systems in the Building in good order and repair; and (vii) promptly notify Landlord in writing of any defective or dangerous condition actually known to an officer of Tenant or any material adverse changes to the Property, such as material changes in any environmental condition, including the presence of biocontaminants, such as, without limitation, mold, and promptly undertake reasonable remediation (and preventative) actions in connection with any such environmental condition originating on the Property as a result of Tenant’s use and occupancy of the Property. Landlord shall not be liable for mold-related injuries or illness unless caused by defects in the original design or construction of the Shell Building. Tenant’s failure to

notify (to the extent required above) Landlord of such conditions and/or to make the required corrective repairs (to the extent required above) shall also result in Tenant’s being liable for the cost to remediate any subsequent damage. Notwithstanding the foregoing maintenance and repair obligations of Tenant, during the last two (2) years of the Term, the cost of any repair or replacement in excess of $5,000 (a “ Major Repair or Replacement ”) shall be amortized on a straight-line basis over the useful life of such Major Repair and Replacement, and Tenant shall only be responsible for the portion of such cost that is amortized during the Term and Landlord shall be responsible for any unamortized balance.

     (d) Subject to Subsection (a) above, Tenant shall inspect and maintain professional preventative maintenance programs, subject to Landlord’s reasonable approval and in accordance with all material local, state, or federal regulations, for all major Building systems, including but not limited to (i) the fire alarm panel and devices, including a contract with a reputable monitoring company providing round-the-clock monitoring of the fire alarm system (ii) the sprinkler system including backflow device, (iii) the fire extinguishers, (iv) the emergency lighting system, and (v) domestic water and irrigation water backflow.

     (e) Landlord agrees that it shall enforce all warranties with respect to the Shell Building against the providers of such warranties.

8. Compliance, Utilities, Janitorial Services .

     (a) Tenant, at its expense, shall promptly and substantially comply with all material municipal, county, state, federal and other governmental requirements and regulations pertaining to the use and occupancy of the Building, whether now in effect or enacted during the Term of this Lease or any extension or renewal thereof; will procure and maintain in substantial compliance all permits, licenses and other authorizations required for the use of the Building or any part thereof then being made by Tenant and for the lawful and proper installation, operation and maintenance by Tenant of all equipment and appliances necessary or appropriate for the operation and maintenance of the Property; and shall substantially comply with all Permitted Encumbrances. Notwithstanding the foregoing, Landlord shall be solely responsible for the original design and construction of the Shell Building being in compliance with the foregoing requirements, regulations, permits, licenses and Permitted Encumbrances.

     (b) Tenant shall contract directly for and directly pay all charges for heat, water, gas, sewage, electricity, telephone, janitorial services, trash removal and other utilities used or consumed at the Property. Absent Landlord’s gross negligence or willful misconduct, Landlord shall not be liable for any interruption or failure in the supply of any such utility service to the Property.

9. Alterations and Improvements .

     (a) Tenant may make alterations, additions, or improvements to the Building or the Property that do not affect the exterior of the Building and that have a cost expected to be less than or equal to one hundred thousand dollars ($100,000) per alteration, addition or improvement (not including the cost of related equipment) without the prior written consent of Landlord. Tenant shall obtain Landlord’s consent prior to making any alteration, addition, or improvement

that affects the exterior of the Building or that is expected to have a cost in excess of one hundred thousand dollars ($100,000) per alteration, addition or improvement (not including the cost of related equipment), which consent shall not be unreasonably withheld, conditioned, or delayed.

     (b) Tenant shall give Landlord notice of its intent to make alterations, additions, or improvements to the Building that have a cost expected to exceed $25,000 per alteration, addition or improvement project at least ten (10) Business Days prior to commencing such work, except in the event of an emergency, in which case such notice shall be given as soon thereafter as practical.

     (c) In connection with any alterations, additions, or improvements to the Building or the Property made by Tenant, Tenant shall comply with all reasonable requirements of Landlord relating to (i) compliance with the Declaration (including obtaining required approvals from the Committee (as defined in the Declaration)), building codes and other laws, (ii) the protection of the integrity, condition and proper functioning of the roof, walls, foundations, and other structural elements of the Building and of the Building’s mechanical, electrical, and plumbing systems and equipment, (iii) the employment and bonding of contractors, (iv) insurance, (v) the preservation of the value of the Building and (vi) other related matters as reasonably determined by Landlord. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings, and other fixtures (excluding Tenant’s trade, food service and kitchen fixtures and/or equipment) made by, for, or at the direction of Tenant shall become the property of Landlord when made, and shall remain upon the Property at the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary herein, Tenant shall have the right to access the roof of the Building from time to time for the purposes of installing, operating and maintaining up to three (3) telecommunication dishes, including, without limitation, wireless internet and television dishes; provided that Tenant shall not be permitted to do anything upon the roof of the Building which would void or impair the roof warranty.

     (d) Tenant shall be responsible for the construction of all Tenant Finish, at its sole expense.

10. Trade Fixtures and Other Personal Property .Any trade fixtures installed in the Building at Tenant’s expense shall remain Tenant’s personal property, and Tenant shall have the right at any time during the Term of this Lease to remove such trade fixtures (provided that any damage to the Building or Property caused by such removal shall promptly be repaired by Tenant, normal wear and tear, casualty and condemnation excepted). On or before the expiration of the Term or earlier termination of this Lease, Tenant shall remove all trade fixtures and other personal property of Tenant from the Building, repair any damage to the Building or Property caused by removal of its trade fixtures and other personal property (normal wear and tear, casualty and condemnation excepted), and leave the Building in a broom-clean condition free of waste, refuse, or debris. If Tenant fails to do so, Landlord may (i) retain, store, or dispose of such trade fixtures and other personal property however Landlord chooses without liability of any kind to Tenant, (ii) repair any damage to the Building or Property caused by removal of such trade fixtures and other personal property, and (iii) clean the Building and properly dispose of all such waste, refuse, or debris; and all costs and expenses incurred by Landlord in connection with

the foregoing shall be payable by Tenant to Landlord on written demand. The following property shall be considered part of the permanent improvements to the Building owned by Landlord, not trade fixtures of Tenant, and shall not be removed from the Building by Tenant under any circumstances (except for Tenant’s specialty equipment and fixtures, including, without limitation, computer servers, generators and paralleling gear, air cooled chillers, UPS system and associated distribution equipment, chilled water CRAC units, phone equipment and glycol loops, which shall be considered property of Tenant and may be so removed): (a) HVAC systems, fixtures, or equipment (except for supplemental data/server room HVAC equipment); (b) lighting fixtures or equipment; (c) carpeting, other permanent floor coverings, or raised flooring; (d) paneling or other wall coverings; (e) plumbing fixtures and equipment; and (f) permanent shelving affixed to the Building.

11. Signs and Advertising .

     (a) Tenant shall be permitted to install signage as allowed or required by the City of Nashville, Tennessee. All such signage shall be at Tenant’s expense except as provided for in the specifications for construction of the Shell Building as outlined in Exhibit C – Schedule 1. Upon expiration or earlier termination of this Lease, Tenant shall remove all exterior corporate identification signage at its sole expense. Tenant shall be obligated to repair any damage to the Property resulting from the installation and removal of such signage, normal wear and tear, casualty and condemnation excepted.

     (b) Landlord hereby reserves the right to grant an easement in favor of the Association (as defined in the Declaration) over the area described as “Proposed Sign Easement” on the Site Plan for the sole purpose of erecting signage identifying the business park of which the Land is a part and the various owners and tenants located therein; provided that such easement shall require that any new signage and any changes to existing signage with respect to size or scope be subject to the approval of Tenant, which approval shall not be unreasonably withheld, conditioned or delayed. In no event shall Tenant be responsible for the cost and/or maintenance of such signage except by way of Association Fees.

12. Landlord’s Right of Entry . Landlord and persons authorized by Landlord shall have the right to enter the Building at reasonable times and upon reasonable advance notice to Tenant for the purposes of making inspections or showing the Property to prospective purchasers or lenders of the Property, but only in the accompaniment of an employee of Tenant. During the last twelve (12) months of the Term, Landlord and persons authorized by Landlord shall have the right at reasonable times and upon reasonable notice to show the Property to prospective tenants, but only in the accompaniment of an employee of Tenant. Notwithstanding any of Landlord’s rights to enter the Building pursuant to the terms of this Lease, Landlord shall not cause Tenant to in any way violate any laws, regulations or ordinances intended to protect the rights and privacy of confidential patient and billing information processed in Tenant’s operations, including those relating to any and all patient and billing records and the computers and servers that store such records, which at any time, Tenant shall be able to secure in locked storage units or remove from the Property.

13. Casualty Damage .

     (a) If, following the Commencement Date, the Building and/or the Property are damaged or destroyed by fire, flood, tornado or other element, or by any other casualty and such damage or destruction does not result in a Total Loss (as hereafter defined), this Lease shall continue in full force and effect and Landlord shall, as promptly as possible without consideration for any payoff requirements of a Mortgagee (if any), restore, repair or rebuild the Shell Building to substantially the same condition as existed before the damage or destruction and Tenant shall as promptly as possible restore, repair or rebuild the Tenant Finish to substantially the same condition as existed before the damage or destruction, including in each case any improvements or alterations required due to any changes in building codes or regulations by any governmental body, county or city agency.

     (b) Notwithstanding the foregoing, should the Property be damaged or destroyed by any of the foregoing described casualties within the last twenty-four (24) months of the original Term (unless Tenant has exercised its right to renew this Lease) or of any extended or renewed Term of this Lease, then Tenant shall have the right, exercisable by written notice to Landlord given within sixty (60) days after the date of such damage or destruction, to terminate this Lease effective upon the date of such damage or destruction.

     (c) Should the Property be damaged or destroyed by any of the foregoing described casualties and the Building is a Total Loss, then Tenant shall have the right, exercisable by written notice to Landlord given within sixty (60) days after the date of such damage or destruction, to terminate this Lease effective upon the date of such damage or destruction.

     (d) If Tenant does not elect to terminate this Lease as permitted in Subsection (b) or (c) above, then Landlord shall reconstruct the Shell Building and Tenant shall reconstruct the Tenant Finish, each to its condition immediately prior to such damage or destruction; provided that Landlord acknowledges and agrees that certain aspects of Tenant’s reconstruction of the Tenant Finish will begin and continue during Landlord’s reconstruction of the Shell Building and the parties agree to cooperate and use commercially reasonable efforts to facilitate reconstruction and minimize unreasonable interference in the same manner as the initial construction of the Shell Building and the Tenant Finish as described in Section 6 of the Construction Agreement. All proceeds payable by reason of any loss or damage to the Shell Building or any portion thereof, and insured under any policy of insurance required by Section 6 of this Lease shall be paid to Landlord for reconstruction or repair, as the case may be, of any damage to or destruction of the Shell Building, or any portion thereof. All proceeds payable by reason of any loss or damage to the Tenant Finish or any portion thereof, and insured under any policy of insurance required by Section 6 of this Lease shall be retained by Tenant for reconstruction or repair, as the case may be, of any damage to or destruction of the Tenant Finish, or any portion thereof. Any excess proceeds of casualty insurance covering the Shell Building and the Tenant Finish remaining after the completion of the restoration or reconstruction of both the Shell Building and the Tenant Finish shall be retained by Landlord free and clear upon completion of any such repair and restoration except as otherwise specifically provided below in this Section 13. Notwithstanding the foregoing, if Landlord has not completed the repair and reconstruction of the Shell Building within nine (9) months after such damage or destruction, then Tenant shall have the right, exercisable by written notice to Landlord, to terminate this Lease; provided, however, that if at the end of such nine (9) month period Landlord is diligently engaged in the restoration or reconstruction of the Shell Building, then Tenant shall not have the right to

terminate this Lease unless Landlord fails to complete the repair and reconstruction of the Shell Building within twelve (12) months after the date of such damage or destruction. All rent payable hereunder shall abate from the date that is nine (9) months after the date such damage or destruction occurred until Landlord delivers the Shell Building in accordance with the terms of this Section 13(d).

     (e) If Tenant terminates this Lease as provided in this Section 13, Landlord shall be entitled to all of the casualty insurance proceeds paid with respect to the Building, but not to the proceeds of Tenant’s Contents Policy or other insurance carried by Tenant on Tenant’s Property, including, without limitation, insurance carried by Tenant on Tenant’s personal property, trade fixtures or any other property that may be removed by Tenant upon termination of this Lease pursuant to Section 10 above; provided, however, Tenant shall not have the right to terminate this Lease unless either (1) (x) the damage or destruction of the improvements on the Land was caused by a peril which was insured against as required by the provisions of Section 6 above; (y) at the time of such damage and destruction the said insurance policies required to be carried by Tenant were in the amounts required by Section 6 above and in full force and effect; and (z) Tenant has paid to Landlord the amount of any deductible or self-insured retention, or (2) the Tenant has paid to Landlord the amount that would have been paid if the casualty insurance policy required by the provisions of Section 6 above had been maintained by Tenant.

     (f) If Tenant defaults in its obligation to carry insurance in the amounts required under Section 6 above, then, prior to Tenant’s termination of this Lease and in addition to the requirements set forth in the preceding Subsection (e), Tenant shall be obligated to pay toward said reconstruction or to Landlord the difference between the amount of insurance actually carried and the amounts required to be carried under Section 6.

     (g) The Building shall be deemed a “ Total Loss ” if as a result of damage or destruction:

     (1) the Building is rendered untenantable or unsuitable, in Tenant’s reasonable opinion, for continued use in the normal conduct of Tenant’s business and Landlord has not provided written assurances to Tenant within thirty (30) days following such damage or destruction that the Shell Building can be restored or reconstructed to its condition prior to such damage or destruction within one hundred eighty (180) days following the date of such damage or destruction; or

     (2) the restoration or reconstruction of the Shell Building is not permitted by then existing laws or governmental regulations applicable to the restoration or reconstruction of the improvements on the Land.

14. Condemnation .

     (a) If all or substantially all of the Property is condemned or is sold in lieu of condemnation, then this Lease shall terminate on the day prior to the date the condemning authority takes possession. In such case, all condemnation or sale proceeds shall be the exclusive property of the Landlord, except that Tenant shall be entitled to any portion of such condemnation or sale proceeds that are attributable to Tenant’s loss of business, relocation costs,

Tenant’s personal property, trade fixtures and equipment (including any items of property that Tenant is entitled to remove upon a termination of this Lease pursuant to Section 10 above).

     (b) If less than all of the Property is so condemned or sold (whether or not the Building is affected) and in Tenant’s reasonable judgment, the Property cannot be restored to an economically viable condition, including, without limitation, a reduction in the parking available at the Property to a number that is less than 75 parking spaces, or if the Tenant’s access to the Property is so condemned or sold and Tenant no longer has reasonably adequate access to the Property, then Landlord shall either commit within fifteen (15) days that it will promptly replace the parking, provide new access reasonably satisfactory to Tenant or otherwise restore the Property to an economically viable condition reasonably satisfactory to Tenant, or Tenant may terminate this Lease by written notice to Landlord effective on the day prior to the date the condemning authority takes possession.

     (c) If this Lease is terminated by reason pursuant to the foregoing, then Landlord shall be entitled to receive the entire award in any such condemnation or sale in lieu thereof, and Tenant hereby assigns to Landlord all of its right, title and interest in and to all and any part of such award, provided, however, Tenant shall be entitled to receive any award specifically made to reimburse Tenant for loss of business, Tenant’s relocation costs, and Tenant’s personal property, trade fixtures and equipment (including any items of property that Tenant is entitled to remove upon a termination of this Lease pursuant to Section 10 above).

     (d) If this Lease is not so terminated by Tenant, and without consideration for any requirements of a Mortgagee of the Property to apply the condemnation award to reduce the Mortgage debt,, Landlord shall promptly restore or repair the Property and the Tenant Finish (except those items of Tenant’s Property which Tenant is permitted to remove under the terms of this Lease) to substantially the same condition as existed immediately prior to such condemnation insofar as is reasonably possible, and in no event shall such replacement or restoration exceed six (6) months. To the extent it is not reasonably possible for Landlord to restore or replace the Property to substantially the same condition as existed immediately prior to such condemnation, the Minimum Rent shall be adjusted equitably. Notwithstanding the foregoing, if Landlord has not completed the repair and reconstruction of the Shell Building and Tenant Finish as required by this Section 14(d) within nine (9) months after such condemnation, Tenant shall have the right, exercisable by written notice to Landlord, to terminate this Lease; provided, however, that if at the end of such nine (9) month period Landlord is diligently engaged in the repair and reconstruction of the Shell Building and the Tenant Finish (to the extent required above), then Tenant shall not have the right to terminate this Lease unless Landlord fails to complete the repair and reconstruction of the Shell Building and the Tenant Finish (to the extent required above) within twelve (12) months after the date of such condemnation or sale. All rent payable hereunder shall abate from the date that is nine (9) months after the date such condemnation or sale occurred until Landlord delivers the Shell Building and the Tenant Finish (to the extent required above) in accordance with the terms of this Section 14(d).

     (e) If the award shall exceed the amount spent or to be spent promptly to effect such restoration, repair or replacement, such excess shall unconditionally belong to Landlord and shall be paid to Landlord. Tenant shall not be entitled to, and expressly waives and assigns to

Landlord, all claims for any compensation for condemnation; provided, however, if Tenant is permitted by applicable law to maintain a separate action that will not reduce condemnation awards or proceeds to Landlord, Tenant shall be permitted to pursue such separate action, but only for loss of business, relocation costs, Tenant’s personal property, trade fixtures and equipment (including any items of property that Tenant is entitled to remove upon a termination of this Lease pursuant to Section 10 above).

15. No Abatement of Rent . Except as set forth in Section 13(d) and 14(d) above, in the event this Lease is not terminated as provided in Sections 13 and 14 above, the Minimum Rent and other sums payable hereunder shall continue to be due and payable hereunder during the lesser of (i) the period of repair or restoration of the Shell Building or (ii) the period of coverage under the business interruption insurance that Tenant is required to carry pursuant to Section 6.

16. Transfers by Tenant .

     (a) Without the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld, conditioned or delayed, Tenant shall not do any of the following (as used in this Section, a “ Transfer ”):

     (1) assign this Lease or any estate or interest therein, except to an affiliate controlled by or under common control with Tenant (an “ Affiliate ”);

     (2) enter into any sublease of the Building for a term that extends beyond the Term of this Lease.

Permissible reasons for Landlord’s withholding consent include (but are not limited to) the following: (i) the proposed use of the Building is not permitted by this Lease, would negatively affect insurance or environmental risks, or would otherwise negatively impact the Property in any material respect; (ii) the creditworthiness of the proposed transferee is unacceptable to Landlord in Landlord’s commercially reasonable business judgment; and (iii) the proposed use or occupancy would require alterations or additions to the structure or exterior of the Building to comply with applicable laws, ordinances, and regulations that are not being paid for by Tenant or its assignee. Any attempted Transfer without Landlord’s prior written consent shall be void.

     (b) Except as provided in (a) above, if Tenant requests Landlord’s consent to a Transfer, Landlord may either approve or disapprove the Transfer in its reasonable discretion. In connection with each Transfer request by Tenant, Tenant shall obtain and furnish to Landlord all documents, financial reports, and other information Landlord reasonably requires in order to evaluate the proposed Transfer. Landlord shall advise Tenant of Landlord’s decision with respect to the requested Transfer within ten (10) days after receipt of Tenant’s written Transfer request and all requested supporting materials. If Landlord refuses to consent to a requested Transfer, this Lease shall nonetheless remain in full force and effect. The consent of Landlord to one requested Transfer shall never be construed to waive the requirement for Landlord’s consent to other Transfers, nor shall any consent by Landlord or Transfer by Tenant discharge or release Tenant from any obligations or liabilities to Landlord.

     (c) If an Event of Default by Tenant occurs after any Transfer, Landlord may, at its option, collect rent directly from the transferee, and Tenant hereby authorizes any transferee to

pay rent directly to Landlord at all times after receipt of written notice from Landlord. No direct collection by Landlord from any transferee shall constitute a novation or release Tenant from its obligations and liabilities under this Lease.

     (d) Tenant shall provide Landlord a copy of all assignments of this Lease and subleases of all or any portion of the Building within five (5) business days following execution of such assignments or subleases.

     (e) Notwithstanding the foregoing, (i) Tenant shall have the right to mortgage or otherwise collaterally assign all or any part of its leasehold estate hereunder, and (ii) the merger or consolidation of Tenant with any other entity or the direct or indirect transfer of any stock or other ownership interests in Tenant shall not be prohibited by this Section 16, and none of the foregoing events described in this Section 16(e) shall be considered a Transfer. In connection with such mortgage or collateral assignment, Landlord will cooperate with reasonable requests of Tenant or Tenant’s lender for Landlord to execute additional documents in order for Tenant and Tenant’s lender to obtain policies of leasehold title insurance, including, without limitation, owner’s affidavits and general corporate documentation.

17. Transfers by Landlord . Landlord shall have the unrestricted right to sell, assign, mortgage, encumber, or otherwise dispose of all or any part of the Property or any interest therein. Upon sale or other disposition of the Property to a party who assumes the obligations of Landlord under this Lease, Landlord shall be released and discharged from obligations and liabilities thereafter accruing under this Lease, and Tenant shall look solely to Landlord’s successor for performance of the Lease thereafter. Tenant’s obligations under this Lease shall not be affected by any sale, assignment, mortgage, encumbrance, or other disposition of the Property by Landlord, and Tenant shall enter into a mutually acceptable non-disturbance and attornment agreement with anyone who thereby becomes the successor to Landlord’s interest in this Lease.

18. Subordination . Landlord and Tenant agree that simultaneous with the Acquisition Closing, the parties shall enter into a subordination, nondisturbance and attornment agreement with the Mortgagee that finances Landlord’s acquisition of the Land (on its own behalf and on behalf of any purchaser at foreclosure) mutually acceptable to the parties thereto and complying with the requirements set forth in the next succeeding sentence. At the option of any existing or future Mortgagee, such Lease may at any time during its continuation be made superior or subordinate to the lien of any one or more mortgages affecting the Property; provided, however, that the foregoing provisions with respect to such subordination shall not be effective unless such Mortgagee shall execute with Tenant a non-disturbance and attornment agreement whereby such Mortgagee (on its own behalf and on behalf of any purchaser at foreclosure) agrees (a) to recognize and honor this Lease and Tenant’s rights hereunder, (b) to not to disturb Tenant’s possession of the Premises or otherwise interfere with or disturb any of Tenant’s rights under this Lease, and (c) that all insurance proceeds and condemnation awards shall be applied as set forth in this Lease; provided that if Tenant has terminated this Lease pursuant to a right to do so, any insurance proceeds or condemnation awards payable to Landlord in accordance with the terms of this Lease may be used to pay down Landlord’s debt to such Mortgagee.

     If a Mortgagee or any other person acquires title to the Property pursuant to the exercise of any remedy provided for in a Mortgage granted by Landlord, Tenant covenants and agrees to attorn to Mortgagee or such person as its new Landlord, and the Lease shall continue in full force and effect as a direct lease between Tenant and such Mortgagee or such other person upon all terms, covenants, conditions and agreements set forth in the Lease. However, in no event shall assignee or such person be (i) bound by any payment of rent made by Tenant to the Landlord for more than one (1) month in advance; or (ii) bound by any amendment or modification or termination of the Lease affecting the interest of Mortgagee made without the written consent of Mortgagee after notice of such Mortgagee’s Mortgage is delivered to Tenant; or (iii) liable for any act or omission of any prior landlord (including Landlord) that is not continuing; or (iv) liable for any offsets, credits or other claims against rentals for any prior periods and/or against any other party or landlord (including Landlord). Tenant agrees to execute all tenant estoppel certificates and attornment agreements as Mortgagee shall reasonably require.

19. Estoppel Certificates; Financial Statements .

     (a) Within ten (10) days after a written request by Landlord, Tenant shall deliver an estoppel certificate in such form as is reasonably requested by Landlord certifying any facts that are then true with respect to this Lease, including without limitation that this Lease is in full force and effect, that no default exists on the part of Landlord or Tenant, that Tenant is in possession, that Tenant has commenced payment of rent, and that Tenant claims no defenses or offsets with respect to payment of rent under this Lease. Likewise, within ten (10) days after a written request by Tenant, Landlord shall deliver to Tenant an estoppel certificate covering such matters of fact with respect to Landlord’s obligations under the Lease as are reasonably requested by Tenant.

     (b) Not later than July 1 of every year during the Term, Tenant shall furnish its financial statements for the previous calendar year to Landlord. If such financial statements are audited, then Tenant shall furnish such audited financial statements to Landlord.

20. Events of Default by Tenant . Each of the following constitutes an Event of Default by Tenant (herein so called):

     (a) Tenant fails or refuses to pay any installment of Minimum Rent or any other sum payable under this Lease when due, and the failure or refu