MASTER LEASE

                                   Facilities:   Aristocrat Berea

                    Candlewood Park

                       Falling Water

                            Grande Pointe Health Care

                      Greenbrier RC

                      Greenbrier HC

                            Ohio Extended Care Facility

                      Pebble Creek

                            Pine Grove

                      Pine Valley Care Center

                     Wyant Woods

THIS MASTER LEASE (“ Lease ”) is executed and delivered as of this 16 ^th day of December, 2005 and is entered into by OHI ASSET II (OH), LLC, a Delaware limited liability company (“ Lesso r”), the address of which is 9690 Deereco Road, Suite 100, Timonium, MD 21093, and CSC MSTR LSCO, LLC, an Ohio limited liability company (“ Lessee ”), the address of which is 4700 Ashwood Drive, Suite 200, Cincinnati, OH 45241.

The circumstances underlying the execution and delivery of this Lease are as follows:

A.    Capitalized terms used and not otherwise defined herein have the respective meanings given them in Article II below.

B.    Lessor is the owner of the Leased Properties.

C.    Pursuant to an Agreement to Lease, and conditioned upon, among other things, the acquisition of the Facilities by Lessor, Lessor agreed to Lease to Lessee, and Lessee agreed to lease from Lessor, the Facilities on the terms and conditions of this Lease.

D.    As of the date of this Lease, Lessor has acquired the Acquired Facilities.

NOW, THEREFORE, Lessor and Lessee agree to amend and restate the Existing Lease in its entirety as follows:

ARTICLE I   

1.1    Lease . Upon and subject to the terms and conditions set forth in this Lease, Lessor leases to Lessee, and Lessee leases from Lessor, the Leased Properties. The Leased Properties are leased subject to all covenants, conditions, restrictions, easements and other matters affecting the Leased Property, whether or not of record, including the Permitted Encumbrances and other matters which would be disclosed by an inspection or accurate survey of the Leased Properties.  

1.1.1    Subleases . On the Commencement Date, with the approval of Lessor, the Leased Properties are subleased to the Sublessees pursuant to the Subleases. Lessee has assigned the Subleases to Lessor and each Sublessee has jointly and severally with the other Sublessee guaranteed the obligations of Lessee hereunder, and to secure its guaranty each Sublessee has granted Lessor a security interest in the Collateral with respect to the Facility subleased by it. Lessee shall not amend or modify the terms of any Sublease without the prior written consent of Lessor, which Lessor may in its sole discretion grant, withhold or condition. Each Sublessee under an Sublease has agreed in the Sublease that it assumes and agrees to be bound by and perform each and every obligation of the Lessee under this Lease; provided, however, that obligations of a Sublessee related to the operation, maintenance and repair of a Facility are assumed only with respect to the Facility being operated by such Sublessee. Lessee agrees that a default by a Sublessee under a Sublease shall be deemed a default by Lessee under this Lease which, if not cured within any applicable cure or grace period shall constitute an Event of Default and entitle Lessor to exercise any and all remedies provided by this Lease or by law. Any Notice given by Lessor to Lessee shall be deemed a Notice given to each Sublessee of a Leased Property.

1.1.2    Single, Indivisible Lease . Notwithstanding Lessor’s approval of the Subleases of the Leased Properties, This Lease constitutes one indivisible lease of the Leased Properties and not separate leases governed by similar terms. The Leased Properties constitute one economic unit, and the Base Rent and all other provisions have been negotiated and agreed to based on a demise of all of the Leased Properties to Lessee as a single, composite, inseparable transaction and would have been substantially different had separate leases or a divisible lease been intended. Except as expressly provided in this Lease for specific, isolated purposes (and then only to the extent expressly otherwise stated), all provisions of this Lease apply equally and uniformly to all of the Leased Properties as one unit. An Event of Default with respect to any Leased Property is an Event of Default as to all of the Leased Properties. The parties intend that the provisions of this Lease shall at all times be construed, interpreted and applied so as to carry out their mutual objective to create an indivisible lease of all of the Leased Properties and, in particular but without limitation, that, for purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. 365, this is one indivisible and non-severable lease and executory contract dealing with one legal and economic unit and that this Lease must be assumed, rejected or assigned as a whole with respect to all (and only as to all) of the Leased Properties.

1.2    Term . The initial term of this Lease (“ Initial Term ”) shall be December 16, 2005 through December 31, 2015.

1.3    Option to Renew . Lessee is hereby granted two (2) successive options to renew this Lease for a period of ten (10) Lease Years each, for a maximum Term if such options are exercised of thirty (30) Lease Years. Lessee’s options to renew this Lease are subject to the following terms and conditions (which conditions may be waived by Lessor in its sole discretion):

(a)    An option to renew is exercisable only by Notice to Lessor at least one hundred and eighty (180) days prior to the expiration of the Initial Term (or prior to the expiration of the preceding Renewal Term, as the case may be);

(b)    No Event of Default or Unmatured Event of Default shall have occurred and be continuing either at the time a renewal option is exercised or at the commencement of a Renewal Term;

(c)    During a Renewal Term, all of the terms and conditions of this Lease shall remain in full force and effect; and

(d)    Lessee may exercise its options to renew with respect to all (and no fewer than all) of the Leased Properties.

ARTICLE II   

2.1    Definitions . For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (c) all references in this Lease to designated “Articles,”“Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease; and (d) the words “herein,”“hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision.

Acquisition Agreements : means the Agreement of Purchase and Sale and related documents pursuant to which Lessor or an Affiliate of Lessor acquired the Acquired Facilities.

Additional Charges : All Impositions and other amounts, liabilities and obligations that Lessee assumes or agrees to pay under this Lease.

Affiliate : Any Person who, directly or indirectly, Controls or is Controlled by or is under common Control with another Person.

Agreement to Lease : means the Agreement to Enter into Amended and Restated Master Lease dated as of June 10, 2005 among Lessor, Lessee, the Sublessees, the Guarantors, the Consultants, and the Managers.

Approval Threshold : One Hundred Thousand Dollars ($100,000).

Assessment : Any governmental assessment on the Leased Properties or any part of any of them for public or private improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term.

Assumed Indebtedness : Any indebtedness or other obligations expressly assumed in writing by Lessor and secured by a mortgage, deed of trust or other security agreement to which Lessor’s title to the Leased Properties is subject.

Award : All compensation, sums or anything of value awarded, paid or received in connection with a Taking or Partial Taking.

Base Rent : During the Term, the Base Rent shall be as follows:

(1)   During the first Lease Year, Eleven Million Five Hundred Fifty Thousand Dollars ($11,550,000);

(2)   For each succeeding Lease Year during the Term, the Base Rent for the previous Lease Year, plus an amount equal to (a) the Base Rent in the previous Lease Year multiplied by (b) the lesser of (i) two (2) times the change in CPI and (ii) two and one half percent (2.5%).

Subject to the provisions of Section 1.1.2, the Base Rent shall be allocated among the Facilities as set forth on attached Exhibit G .

Business Day : Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which national banks in the City of New York, New York are authorized or obligated, by law or executive order, to close.

Capitalization Rate : Ten percent (10%).

Cash Flow : For any period, the sum of (a) Net Income of Lessee arising solely from the operation of the Facilities for the applicable period, and (b) the amounts deducted in computing Lessee’s Net Income for the period for (i) depreciation, (ii) amortization, (iii) Base Rent, (iv) interest (including payments in the nature of interest under Capitalized Leases and interest on any Purchase Money Financing), (v) income taxes (or, if greater, income tax actually paid during the period) and (vi) management fees.

Cash Flow to Rent Ratio : For any fiscal period, the ratio of Cash Flow to Base Rent.

Citation : Any operational or physical plant deficiency set forth in writing with respect to a Facility by any governmental body or agency, or Medicare intermediary, having regulatory oversight over a Facility, Lessee, any Sublessee or Manager, with respect to which the scope and severity of the potential penalty for such deficiency is one or more of the following: loss of licensure, decertification of a Facility from participation in the Medicare and/or Medicaid programs, appointment of a temporary manager or denial of payment for new admissions which lasts for thirty (30) days or more.

Clean-Up : The investigation, removal, restoration, remediation and/or elimination of, or other response to, Contamination, in each case to the satisfaction of all governmental agencies having jurisdiction, in compliance with or as may be required by Environmental Laws.

Code : The Internal Revenue Code of 1986, as amended.

Commencement Date : December 16, 2005.

Condemnor : Any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

Consulting Agreement : Any agreement pursuant to which financial services for a Facility is delegated by Lessee or Sublessee to any person not an employee of Lessee or a Sublessee, or to any other related or unrelated party.

Consultants : The Person to whom the financial services of a Facility is delegated pursuant to a Consulting Agreement. As of the date of this Lease, the Consultants are BELMORE CONSULTING CO., LLC, an Ohio limited liability company, WYANT CONSULTING CO., LLC, an Ohio limited liability company, BRECKSVILLE CONSULTING CO., LLC, an Ohio limited liability company, JARVIS CONSULTING CO., LLC, an Ohio limited liability company, KOLBE CONSULTING CO., LLC, an Ohio limited liability company, PEARL CONSULTING CO., LLC, an Ohio limited liability company, PEARL II CONSULTING CO., LLC, an Ohio limited liability company, PEARL III CONSULTING CO., LLC, an Ohio limited liability company, MERIT CONSULTING CO., LLC, an Ohio limited liability company, FALLING CONSULTING CO., LLC, an Ohio limited liability company, and FRONT CONSULTING CO., LLC, an Ohio limited liability company.

Construction Funds : The Net Proceeds and such additional funds as may be deposited with Lessor by Lessee pursuant to Section 14.6 for restoration or repair work pursuant to this Lease.

Contamination : The presence, Release or threatened Release of any Hazardous Substance at the Leased Properties in violation of any Environmental Law, or in a quantity that would give rise to any affirmative Clean-Up obligations under an Environmental Law, including, but not limited to, the existence of any injury or potential injury to public health, safety, natural resources or the environment associated therewith, or any other environmental condition at, in, about, under or migrating from or to the Leased Properties.

Control (and its corollaries “Controlled by” and “under common Control with”): Possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, through the ownership of voting securities, partnership interests or other equity interests.

CPI : The United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84=100), U.S. City Average, All Items, or, if that index is not available at the time in question, the index designated by such Department as the successor to such index, and if there is no index so designated, an index for an area in the United States that most closely corresponds to the entire United States, published by such Department, or if none, by any other instrumentality of the United States.

Cross Default and Cross Collateralization Agreement : means the Cross Default and Cross Collateralization Agreement dated as of the date of this Lease by Lessee, Guarantors, Sublessees, Consultants, Managers, PARTNERS IN HEALTH, INC., an Ohio corporation, PARTNERS OF CITY VIEW, LLC, an Ohio limited liability company, PARTNERS OF CITY VIEW REAL ESTATE, LLC, an Ohio limited liability company, OMG MSTR LSCO, LLC, an Ohio limited liability company, MIDLAND LEASING CO., LLC, an Ohio limited liability company, GARDEN LEASING CO., LLC, an Ohio limited liability company, SKYLINE (PA) LEASING CO., LLC, an Ohio limited liability company, OLD LEASING CO., LLC, an Ohio limited liability company, EMERY LEASING CO., LLC, an Ohio limited liability company, AVIS LEASING CO., LLC, an Ohio limited liability company, HERITAGE (OHIO) LEASING CO., LLC, an Ohio limited liability company, CARNEGIE (OHIO) MANAGEMENT CO., LLC, an Ohio limited liability company, GARDEN MANAGEMENT CO., LLC, an Ohio limited liability company, MIDLAND (OHIO) MANAGEMENT CO., LLC, an Ohio limited liability company, SKYLINE (PA) MGMT CO, LLC, an Ohio limited liability company, HERITAGE (OHIO) MGMT CO, LLC, an Ohio limited liability company, AVIS (OHIO) MGMT CO, LLC, an Ohio limited liability company, SUBURBAN (OHIO) MGMT CO, LLC, an Ohio limited liability company, OLD MGMT CO, LLC, an Ohio limited liability company, CARNEGIE (OHIO) CONSULTING CO., LLC, an Ohio limited liability company, GARDEN CONSULTING CO., LLC, an Ohio limited liability company, MIDLAND CONSULTING CO., LLC, an Ohio limited liability company, SKYLINE (PA) CONSULTING CO, LLC, an Ohio limited liability company, HERITAGE (OHIO) CONSULTING CO, LLC, an Ohio limited liability company, AVIS (OHIO) CONSULTING CO, LLC, an Ohio limited liability company, SUBURBAN (OHIO) CONSULTING CO, LLC, an Ohio limited liability company, OLD CONSULTING CO, LLC, an Ohio limited liability companyin favor of Lessor and OHI Asset (OH) Lender, LLC, a Delaware limited liability company.

Date of Taking : The date on which the Condemnor has the right to possession of the Leased Property that is the subject of the Taking or Partial Taking.

Distribution : Any payment or distribution of cash or any assets of Lessee to one or more shareholders of Lessee or to any Affiliate of Lessee, whether in the form of a dividend, a fee for management in excess of the fee required by the terms of a Management Agreement (but in any event not to exceed five percent (5%) of net revenues of the Facilities), a payment for services rendered, a reimbursement for expenditures or overhead incurred on behalf of Lessee or a payment on any debt required by this Lease to be subordinated to the rights of Lessor.

Emery Facilities Lease : means the Amended and Restated Master Lease dated as of June 28, 2005 pursuant to which an Affiliate of Omega leases to OMG MSTR LSCO, LLC, an Ohio limited liability company, the skilled nursing facilities commonly known as (i) Baldwin Health Center, 1717 Skyline Drive, Pittsburgh, PA 15227, (ii) Copley Health Center, 155 Heritage Woods Drive, Copley, OH 44321, (iii) Hanover House, 435 Avis Avenue NW, Massillon, OH 44646, (iv) Suburban Pavilion, 20265 Emery Road, Cleveland, OH 44128, (v) Wexford House, 9850 Old Perry Highway, Wexford , PA 15090, (vi) Waterford Commons, 955 Garden Lake Parkway, Toledo, Ohio 43614, and (vii) Crestwood Care Center, 225 W. Main Street, Shelby, Ohio 44875, as such document may be amended, extended, renewed or replaced.

Encumbrance : Any mortgage, deed of trust, lien, encumbrance or other matter affecting title to the Leased Properties, or any portion thereof or interest therein, securing any borrowing or other means of financing or refinancing.

Environmental Audit : A written certificate that (a) is in form and substance satisfactory to Lessor, (b) is from an environmental consulting or engineering firm acceptable to Lessor and (c) states that there is no Contamination on the Leased Properties and that the Leased Properties are otherwise in strict compliance with Environmental Laws.

Environmental Documents : Each and every (a) document received by Lessee or any Affiliate from, or submitted by Lessee or any Affiliate to, the United States Environmental Protection Agency and/or any other federal, state, county or municipal agency responsible for enforcing or implementing Environmental Laws with respect to the condition of the Leased Properties, or Lessee’s operations at the Leased Properties; and (b) review, audit, report, or other analysis data pertaining to environmental conditions, including, but not limited to, the presence or absence of Contamination, at, in, under or with respect to the Leased Properties that have been prepared by, for or on behalf of Lessee.

Environmental Laws : All federal, state and local laws (including, without limitation, common law), statutes, codes, ordinances, regulations, rules, orders, permits or decrees now or at any time in effect and relating to (a) the introduction, emission, discharge or release of Hazardous Substances into the indoor or outdoor environment (including without limitation, air, surface water, groundwater, land or soil), (b) the manufacture, processing, distribution, use, treatment, storage, transportation or disposal of Hazardous Substances or (c) the Clean-Up of Contamination.

Event of Default : The occurrence of any of the following:

(a)    Lessee fails to pay or cause to be paid the Rent when due and payable;

(b)    Lessee, any Sublessee or any Guarantor, on a petition in bankruptcy filed against it, is adjudicated a bankrupt or has an order for relief thereunder entered against it, or a court of competent jurisdiction enters an order or decree appointing a receiver of Lessee, a Sublessee or any Guarantor or of the whole or substantially all of its property, or approving a petition filed against Lessee, a Sublessee or any Guarantor seeking reorganization or arrangement of Lessee, a Sublessee or such 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 is not vacated or set aside or stayed within sixty (60) days from the date of the entry thereof, subject to the applicable provisions of the Bankruptcy Code (11 USC § 101 et. seq.) and to the provisions of Section 16.6 below;

(c)    Lessee, a Sublessee or any Guarantor: (i) Admits in writing its inability to pay its debts generally as they become due; (ii) files a petition in bankruptcy or a petition to take advantage of any insolvency law; (iii) makes a general assignment for the benefit of its creditors; (iv) consents to the appointment of a receiver of itself or of the whole or any substantial part of its property; or (v) files 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, subject to the applicable provisions of the Bankruptcy Code (11 USC § 101 et. seq.) and to the provisions of Section 16.6 below;

(d)    Lessee, a Sublessee or any Guarantor is liquidated or dissolved, or begins proceedings toward liquidation or dissolution, or has filed against it a petition or other proceeding to cause it to be liquidated or dissolved and the proceeding is not dismissed within thirty (30) days thereafter, or Lessee, a Sublessee or any Guarantor in any manner permits the sale or divestiture of all or substantially all of its assets;

(e)    The estate or interest of Lessee or any Sublessee in the Leased Properties or any part thereof is levied upon or attached in any proceeding and the same is not vacated or discharged within thirty (30) days thereafter (unless Lessee is in the process of contesting such lien or attachment in good faith in accordance with Article XII hereof);

(f)    Lessee ceases operation of any Facility for a period in excess of five (5) Business Days except upon prior Notice to, and with the express prior written consent of, Lessor (which consent Lessor may withhold in its absolute discretion), or as the unavoidable consequence of damage or destruction as a result of a casualty, or a Partial or total Taking;

(g)    Any representation or warranty made by Lessee, a Sublessee, a Guarantor or any Affiliate of Lessee in the Lease, any Transaction Document or in any certificates delivered in connection with this Lease or the Transaction Documents proves to be untrue when made in any material respect, Lessor is materially and adversely affected thereby and Lessee, a Sublessee, a Guarantor or any Affiliate, as the case may be, fails within twenty (20) days after Notice from Lessor or Omega, as the case may be, to cure such condition by terminating such adverse effect and making Lessor or Omega, as the case may be, whole for any damage suffered therefrom, or, if with due diligence such cure cannot be effected within twenty (20) days, if Lessee, a Sublessee, a Guarantor or any Affiliate, as the case may be, has failed to commence to cure the same within the twenty (20) days or failed thereafter to proceed promptly and with due diligence to cure such condition and complete such cure prior to the time that such condition causes a default in any Facility Mortgage and prior to the time that the same results in civil or criminal penalties to Lessor, Lessee, a Sublessee, a Guarantor, any Affiliates of any of them or the Leased Properties;

(h)    Lessee (or, if applicable, any Sublessee or Manager):

(i)    has any license, permit, approval, certificate of need, certificate of reimbursement or other authorization necessary to operate any Facility as a provider of health care services in accordance with its Primary Intended Use suspended or revoked, or its right to so operate a Facility or to accept patients suspended for a period in excess of thirty (30) days, and Lessee fails to remedy any condition causing such revocation or suspension within any cure period allowed therefor by the applicable agency or authority or, if no such cure period is allowed or specified by the applicable agency or authority, Lessee fails to remedy the condition promptly and diligently following Lessee’s receipt of notice of such condition and, in any event, prior to the final, nonappealable revocation or suspension of any such license, permit, approval, certificate of need, certificate of reimbursement, other authorization or right to operate the Facility in question or to accept patients at the Facility in question; or

(ii)    receives a Citation with respect to a Facility and fails to cure the condition that is the subject of the Citation within the period of time required for such cure by the issuer of the Citation or, but in any event prior to the final, nonappealable revocation or suspension of any license, permit, approval, certificate of need, certificate of reimbursement or other authorization necessary to operate a Facility as a provider of health care services in accordance with its Primary Intended Use or to receive Medicare or Medicaid payments with respect to residents of any Facility, or prior to the appointment of a temporary manager, as the case may be; or

(iii)    fails to give Lessor Notice that any event set forth in clauses (i) and (ii) above has occurred, as required pursuant to Section 23.1(h) below.

(i)    A Transfer occurs without the prior written consent of Lessor;

(j)    A default occurs under any Transaction Document and such default is not cured within any applicable cure period provided in such Transaction Document;

(k)    A default occurs under any other material contract affecting any Facility, Lessee, or any Affiliate of Lessee;

(l)    An Event of Default occurs under the Emery Facilities Lease;

(m)    Lessee breaches any of the financial covenants set forth in Article VIII hereof, the breach is capable of cure and the breach is not cured within a period of the shorter of (i) forty-five (45) days after the Notice thereof from Lessor, and (ii) twenty (20) days following the date of delivery of a certificate pursuant to Section 23.1(i) or 23.1(ii);

(n)    Lessee or an Affiliate of Lessee defaults beyond any applicable grace period in the payment of any amount or the performance of any material act required of Lessee or such Affiliate by the terms of any other lease or other agreement between Lessee or such Affiliate and Lessor or any Affiliate of Lessor; or

(o)    Lessee fails to observe or perform any other term, covenant or condition of this Lease or any other Transaction Document and the failure is not cured by Lessee within a period of thirty (30) days after Notice thereof from Lessor, unless the failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed an Event of Default if and for so long as Lessee proceeds promptly and with due diligence to cure the failure and completes the cure prior to the time that the same causes a Material Adverse Effect, a default in any Facility Mortgage and prior to the time that the same results in civil or criminal penalties to Lessor, Lessee, any Affiliates of either or to the Leased Properties.

Executive Officer : Any of the Chairman of the Board of Directors, the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Vice President and the Secretary of any corporation, a general partner of any partnership and a managing member of any limited liability company upon which service of a Notice is to be made.

Expiration Date : means December 31, 2015 if the first Renewal Option has not been exercised, or December 31, 2025, if the first Renewal Option has been exercised but not the second Renewal Option, or December 31, 2035, if the second Renewal Option has been exercised.

Facilit(y)(ies) : Each health care facility on the Land, including the Leased Property associated with such Facility, and together, all such facilities on the Leased Properties.

Facility Mortgage : Any mortgage, deed of trust or other security agreement that with the express, prior, written consent of Lessor is a lien upon any or all of the Leased Properties, whether such lien secures an Assumed Indebtedness or another obligation or obligations.

Facility Mortgagee : The secured party to a Facility Mortgage, its successors and assigns, any servicer acting on behalf of a Facility Mortgagee with respect to a Facility Mortgage and, if any Facility Mortgage is deposited with a trust, then the trustee acting on behalf of the certificate holders of such trust.

Facility Trade Names : The name(s) under which the Facilities have done business during the Term. The Facility Trade Names in use by the Facilities on the Commencement Date are set forth on attached Exhibit A .

Fair Market Rent : The rent that, at the relevant time, a Facility would most probably command in the open market, under a lease on substantially the same terms and conditions as are set forth in this Lease with a lessee unrelated to Lessor having experience and a reputation in the health care industry and a credit standing reasonably equivalent to that of Lessee, and, if this Lease is guaranteed, with such lease being guaranteed by guarantors having a net worth at least equal to that of Guarantors, with evidence of such rent being the rent that is being asked and agreed to at such time under any leases of facilities comparable to such Facility being entered into at such time in which the lessees and lease guarantors meet the qualifications set forth in this sentence. Fair Market Rent shall be determined in accordance with the appraisal procedure set forth in Article XXXII or in such other manner as may be mutually acceptable to Lessor and Lessee.

Financial Statement :

(A)   For each quarter during Lessee’s fiscal year, on a consolidated basis for Lessee, (i) a statement of earnings for the current period and fiscal year to the end of such period, with a comparison to the corresponding figures for the corresponding period in the preceding fiscal year from the beginning of the fiscal year to the end of such period, and (ii) a balance sheet as of the end of the period, and after the first Lease Year, with a comparison to the corresponding figures for the corresponding period in the preceding fiscal year from the beginning of the fiscal year to the end of such period; and

(B)   For Lessee’s and Guarantor’s fiscal year, a compilation financial report on a consolidated basis, prepared by an accounting firm or any other firm of independent certified public accountants reasonably acceptable to Lessor, containing Lessee’s balance sheet as of the end of that year, its related profit and loss, a statement of shareholder’s equity for that year, a statement of cash flows for that year, any management letter prepared by the certified public accountants, such comments and financial details as customarily are included in reports of like character. Lessor may, at its own expense, cause any Financial Statement to be audited by a certified public accountant selected by Lessor and reasonably acceptable to Lessee. Lessor consents to the use of the firm of Mellott & Mellott, P.L.L. (Cincinnati, Ohio) to prepare such reports.

Fixtures : Collectively, all permanently affixed equipment, machinery, fixtures, and other items of real and/or personal property (excluding Lessor’s Personal Property), including all components thereof, now and hereafter located in, on or used in connection with, and permanently affixed to or incorporated into the Leased Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus (other than individual units), sprinkler systems and fire and theft protection equipment, built-in oxygen and vacuum systems, towers and other devices for the transmission of radio, television and other signals, all of which, to the greatest extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto.

Force Majeure : An event or condition beyond the control of a Person, including without limitation a flood, earthquake, or other Act of God; a fire or other casualty resulting in a complete or partial destruction of the Facility in question; a war, revolution, riot, civil insurrection or commotion, terrorism, or vandalism; unusual governmental action, delay, restriction or regulation not reasonably to be expected; a contractor or supplier delay or failure in performance (not arising from a failure to pay any undisputed amount due), or a delay in the delivery of essential equipment or materials; bankruptcy or other insolvency of a contractor, subcontractor or construction manager (not an Affiliate of the party claiming Force Majeure); a strike, slowdown or other similar labor action; or any other similar event or condition beyond the reasonable control of the party claiming that Force Majeure is delaying or preventing such party from timely and fully performing its obligations under this Lease; provided that in any such event, the party claiming the existence of Force Majeure shall have given the other party Notice of such claim within fifteen (15) days after becoming aware thereof, and if the party claiming Force Majeure shall fail to give such Notice, then the event or condition shall not be considered Force Majeure for any period preceding the date such Notice shall be given. No lack of funds shall be construed as Force Majeure.

GAAP : Generally accepted accounting principles in effect at the time in question.

Ground Lease: Any lease of any of the Leased Properties pursuant to which Lessor is the lessee.

Ground Lessor : The lessor under any Ground Lease.

Guarantors : CommuniCare Health Services, Inc., an Ohio corporation, Resident Care Consulting Co., LLC, an Ohio limited liability company, and Health Care Facility Management, LLC, an Ohio limited liability company.

Guaranties : means each Lease Guaranty from a Guarantor and each Sublessee.

Hazardous Substance : Dangerous, toxic or hazardous material, substance, pollutant, contaminant, chemical, waste (including medical waste), including petroleum products, asbestos and PCBs defined, listed or described as such under any Environmental Law.

Indebtedness : of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations of such Person to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property, (vi) leases that in accordance with GAAP are required to be capitalized for financial reporting purposes, and (vii) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person.

Impositions : Collectively, all taxes (excluding all income taxes, but including, without limitation, all capital stock and franchise taxes of Lessor and all ad valorem, sales and use, single business, gross receipts, business privilege, transaction privilege, rent or similar taxes to the extent the same are assessed against Lessor in whole or in part on the basis of the value of the Leased Properties, the privilege of doing business in the State or States or any political subdivision or subdivisions of the State or States, or any combination thereof), assessments (including Assessments), ground rents, water, sewer or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character that at any time prior to, during or in respect of the Term are assessed or imposed on or in respect of, or constitute a lien upon (a) Lessor or Lessor’s interest in the Leased Properties; (b) the Leased Properties or any part thereof or any rent therefrom or any estate, right, title or interest therein; (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on or in connection with the Leased Properties or the leasing or use of the Leased Properties or any part thereof; or (d) Rent, but excluding any transfer or other tax imposed with respect to the sale, exchange or other disposition by Lessor of the Leased Properties or any part thereof or the proceeds thereof (other than with respect to the transactions contemplated by the Acquisition Agreements).

Initial Term : As defined in Section 1.2.

Insurance Requirements : All terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy.

Intangible Assets : The amount of (a) unamortized debt discounts and expenses, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, organizational and developmental expenses, unamortized operating rights, unamortized licenses, unamortized leasehold rights, computer software development costs, start-up costs, pre-opening costs, prepaid pension costs and other intangible assets, including (a) any write-up resulting from a reversal of a reserve for bad debts or depreciation and any write-up resulting from a change in methods of accounting or inventory and (b) the amount of any investment in any Affiliate.

Investigation : Soil and chemical tests or any other environmental investigations, examinations or analyses.

Judgment Date : The date on which a judgment is entered against Lessee that establishes, without the possibility of appeal, the amount of liquidated damages to which Lessor is entitled under this Lease.

Land :   The real property described in attached Exhibits B-1 through B-10 .

Lease : As defined in the Preamble.

Lease Year : Each period from and including December 1 through November 30 during the Term of this Lease. If this Lease is terminated before the end of any Lease Year, the final Lease Year shall be December 1 through the date of termination.

Leased Improvements : Collectively, all buildings, structures, Fixtures and other improvements of every kind on the Land, including, but not limited to, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking areas and roadways appurtenant to such buildings and structures.

Leased Property: The parcel of the Land on which a Facility is located, the Leased Improvements on such parcel of the Land, the Related Rights with respect to such parcel of the Land, and Lessor’s Personal Property with respect to such Facility.

Leased Properties : All of the Land, Leased Improvements, Related Rights and Lessor’s Personal Property.

Legal Requirements : All federal, state, county, municipal and other governmental statutes, laws, rules, orders, waivers, regulations, ordinances, judgments, decrees and injunctions affecting the Leased Properties or any portion thereof, Lessee’s Personal Property or the construction, use or alteration of the Leased Properties (including but not limited to the Americans with Disabilities Act), whether enacted and in force before, after or on the Commencement Date, and including any that may (a) require repairs, modifications, alterations or additions in or to any portion or all of the Facilities, or (b) in any way adversely affect the use and enjoyment thereof, and all permits, licenses and authorizations and regulations relating thereto, including, but not limited to, (i) those relating to existing health care licenses, (ii) those authorizing the current number of licensed beds and the level of services delivered from the Leased Properties and (iii) all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Lessee (other than encumbrances created by Lessor without the consent of Lessee) and in force at any time during the Term.

Lessee’s Certificate : A statement in writing in substantially the form of Exhibit C attached hereto (with such changes thereto as may reasonably be requested by the person relying on such certificate).

Lessee’s Personal Property : Personal Property owned or leased by Lessee that is not included within the definition of the term “Lessor’s Personal Property” but is used by Lessee in the operation of the Facilities, including Personal Property provided by Lessee in compliance with Section 6.3 hereof.

Lessor’s Future Rent Loss : An amount equal to the Rent that would have been payable by Lessee from and after the Judgment Date through the Expiration Date had the Lease not been terminated, plus such additional amount as may be necessary in order to compensate Lessor for all other damages that are proximately caused by, and in the ordinary course of things would be likely to result from, Lessee’s failure to perform its obligations under this Lease.

Lessor’s Interim Rent Loss : An amount equal to the Rent that would have been payable by Lessee from the Termination Date through the Judgment Date had the Lease not been terminated (including interest and late charges determined on the basis of the date or dates on which Lessor’s Interim Rent Loss is actually paid by Lessee), plus such additional amount as may be necessary in order to compensate Lessor for all other damages that are proximately caused by, and in the ordinary course of things would be likely to result from, Lessee’s failure to perform its obligations under this Lease.

Lessor’s Monthly Rent Loss : For any month, an amount equal to the installment of Rent that would have been due in such month under the Lease if it had not been terminated, plus, if such amount is not paid on or before the day of the month on which such installment of Rent would have been due, the amount of interest and late charges thereon that also would have been due under the Lease, plus such additional amount as may be necessary in order to compensate Lessor for all other damages that are proximately caused by, and in the ordinary course of things would be likely to result from, Lessee’s failure to perform its obligations under this Lease.

Lessor’s Personal Property : All Personal Property and intangibles, if any, owned by Lessor and leased to Lessee on the Commencement Date, together with any and all replacements thereof, and all Personal Property that pursuant to the terms of the Lease becomes the property of Lessor during the Term. Notwithstanding any other provision of this Lease, Lessor’s Personal Property shall not include goodwill nor shall it include any other intangible personal property that is severable from Lessor’s “interests in real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Letter of Credit Agreement : An agreement between Lessor and Lessee providing for a letter of credit to be delivered to Lessor as the Security Deposit.

Management Agreement : Any agreement pursuant to which management of a Facility is delegated by Lessee to any person not an employee of Lessee or to any other related or unrelated party.

Manager : The Person to whom management of the operation of a Facility is delegated pursuant to a Management Agreement. As of the date of this Lease, the Managers are BELMORE MGT CO., LLC, an Ohio limited liability company, WYANT MGT CO., LLC, an Ohio limited liability company, BRECKSVILLE MGT CO., LLC, an Ohio limited liability company, JARVIS MGT CO., LLC, an Ohio limited liability company, KOLBE MGT CO., LLC, an Ohio limited liability company, PEARL (OHIO) MGT CO., LLC, an Ohio limited liability company, PEARL II MGT CO., LLC, an Ohio limited liability company, PEARL III MGT CO., LLC, an Ohio limited liability company, MERIT (OHIO) MGT CO., LLC, an Ohio limited liability company, FALLING MGT CO., LLC, an Ohio limited liability company, and FRONT MGT CO., LLC, an Ohio limited liability company.

Material Adverse Effect : means any material adverse effect whatsoever upon (a) the validity, performance or enforceability of any Transaction Document, (b) the properties, contracts, business operations, profits or condition (financial or otherwise) of Lessee, a Sublessee or any Guarantor, or (c) the ability of Lessee, a Sublessee, any Guarantor or any of their Affiliates to fulfill its obligations under the Transaction Documents.

Maximum Principal Amount : During the Term, the Maximum Principal Amount shall be:

(1)   For the first Lease Year, Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000); and

(2)   For each succeeding Lease Year in the Term, the Maximum Principal Amount for the previous Lease Year, plus an amount equal to (a) the Maximum Principal Amount in the previous Lease Year multiplied by (b) the lesser of (i) two (2) times the change in CPI and (ii) two and one half percent (2.5%).

Net Income : For any period, Lessee’s net income (or loss) for such period attributable to the operation of the Facilities, determined in accordance with GAAP; provided, however, that Lessee’s Net Income shall not include any extraordinary gains (or losses) or nonrecurring gains (or losses).

Net Proceeds : All proceeds, net of any costs incurred by Lessor in obtaining such proceeds, payable under any policy of insurance required by Article XIII of this Lease (including any proceeds with respect to Lessee’s Personal Property that Lessee is required or elects to restore or replace pursuant to Section 14.3) or paid by a Condemnor for a Taking or Partial Taking of a Leased Property.

Net Reletting Proceeds : Proceeds of the reletting of any portion of the Leased Property received by Lessor, net of Reletting Costs.

Notice : A notice given in accordance with Article XXXI hereof.

Notice of Termination : A Notice from Lessor that it is terminating this Lease by reason of an Event of Default.

Officer’s Certificate : A certificate signed by an Executive Officer.

Omega : Omega Healthcare Investors, Inc., a Maryland corporation.

Overdue Rate : The rate of twelve percent (12%).

Partial Taking : A taking of less than the entire fee of a Leased Property that either (a) does not render the Leased Property Unsuitable for its Primary Use, or (b) renders a Leased Property Unsuitable for its Primary Intended Use, but neither Lessor nor Lessee elects pursuant to Section 15.1 hereof to terminate this Lease.

Payment Date : Any due date for the payment of the installments of Base Rent or for the payment of Additional Charges or any other amount required to be paid by Lessee hereunder.

Permitted Encumbrances : Encumbrances listed on attached Exhibit D .

Person : Any natural person, trust, partnership, corporation, joint venture, limited liability company or other legal entity.

Personal Property : All machinery, equipment, furniture, furnishings, movable walls or partitions, computers (and all associated software), trade fixtures and other tangible personal property (but excluding consumable inventory and supplies owned by Lessee) used in connection with the Leased Properties, together with all replacements and alterations thereof and additions thereto, except items, if any, included within the definition of Fixtures or Leased Improvements.

Pledge Agreement : The Pledge Agreement between Lessor, as creditor, and Lessee, as debtor.

Present Value : The value of future payments, determined by discounting each such payment at a rate equal to the yield on the specified date on securities issued by the United States Treasury (bills, notes and bonds) maturing on the date closest to December 31 in the year in which such future payment would have been due.

Primary Intended Use : Licensed skilled nursing facilities.

Prime Rate : On any date, an interest rate equal to the prime rate published by the Wall Street Journal, but in no event greater than the maximum rate then permitted under applicable law. If the Wall Street Journal ceases to be in existence, or for any reason no longer publishes such prime rate, the Prime Rate shall be the rate announced as its prime rate by Fleet Bank or other financial institution that is the agent for the banks under Omega’s revolving credit agreement, and if such bank no longer exists or does not announce a prime rate at such time, the Prime Rate shall be the rate of interest announced as its prime rate by a national bank selected by Lessor.

Proceeding : Any action, proposal or investigation by any agency or entity, or any complaint to such agency or entity.

Purchase Money Financing :   Any financing provided by a Person to Lessee or a Sublessee in connection with the acquisition of Personal Property used in connection with the operation of a Facility, whether by way of installment sale or otherwise.

Qualified Capital Expenditures : Expenditures capitalized on the books of Lessee for alterations, renovations, repairs and replacements to the Facilities, including without limitation any of the following: Replacement of furniture, fixtures and equipment, including refrigerators, ranges, major appliances, bathroom fixtures, doors (exterior and interior), central air conditioning and heating systems (including cooling towers, water chilling units, furnaces, boilers and fuel storage tanks) and major replacement of siding; major roof replacements, including major replacements of gutters, downspouts, eaves and soffits; major repairs and replacements of plumbing and sanitary systems; overhaul of elevator systems; major repaving, resurfacing and sealcoating of sidewalks, parking lots and driveways; repainting of entire building exterior; but excluding major alterations, renovations, additions (consisting of expansions of any Facility, including construction of a new wing or a new story on any Facility), normal maintenance and repairs.

Regulatory Actions : Any claim, demand, notice, action or proceeding brought, threatened or initiated by any governmental authority in connection with any Environmental Law, including, without limitation, civil, criminal and administrative proceedings, whether or not the remedy sought is costs, damages, equitable remedies, penalties or expenses.

Related Rights : All easements, rights and appurtenances relating to the Land and the Leased Improvements.

Release : The intentional or unintentional spilling, leaking, dumping, pouring, emptying, seeping, disposing, discharging, emitting, depositing, injecting, leaching, escaping, abandoning, or any other release or threatened release, however defined, of any Hazardous Substance.

Reletting Costs : Expenses incurred by Lessor in connection with the reletting of the Leased Properties in whole or in part after an Event of Default, including without limitation attorneys’ fees and expenses, brokerage fees and expenses, marketing expenses and the cost of repairs and renovations reasonably required for such reletting.

Renewal Term : A period for which the Term is renewed in accordance with Section 1.3.

Rent : Collectively, Base Rent and Additional Charges.

Replacement Cost : The actual replacement cost of the Leased Properties, including an increased cost of construction endorsement, less exclusions provided in the standard form of fire insurance policy. In all events Replacement Cost shall be an amount sufficient that neither Lessor nor Lessee is deemed to be a co-insurer of the Leased Property in question.

SEC : Securities and Exchange Commission.

Security Agreements : The Security Agreements between Lessor, as secured party, and Lessee, each Sublessee, each Manager, each Consultant, and each Guarantor, as debtors.

Security Deposit : As defined in ARTICLE XXXVII hereof.

Special Default : The occurrence of any of the following: (a) Lessee fails to pay or cause to be paid the Rent when due and payable; (b) Lessee or any of its Affiliates fails to pay when due any amount required to be paid pursuant to any of the other Transaction Documents; or (c) commencing in the second Lease Year, Lessee and the Sublessees on a consolidated basis fail to maintain a Cash Flow to Rent Ratio of 1.0 or more.

Special Risk Insurance : The insurance that Lessee is required to maintain pursuant to Section 13.2.1 of this Lease.

State : The State in which the Leased Properties are located.

Subleases : The subleases dated as of the date of this Lease with the following subsidiaries of Lessee: WYANT LEASING CO., LLC, an Ohio limited liability company, BRECKSVILLE LEASING CO., LLC, an Ohio limited liability company, JARVIS LEASING CO., LLC, an Ohio limited liability company, KOLBE LEASING CO., LLC, an Ohio limited liability company, PEARL LEASING CO., LLC, an Ohio limited liability company, PEARL II LEASING CO., LLC, an Ohio limited liability company, PEARL III LEASING CO., LLC, an Ohio limited liability company, MERIT LEASING CO., LLC, an Ohio limited liability company, FALLING LEASING CO., LLC, an Ohio limited liability company, and FRONT LEASING CO., LLC, , an Ohio limited liability company; and such other Subleases expressly approved in writing by Lessor prior to execution by Lessee.

Sublessees : The sublessees under the Subleases.

Subordination Agreement : The Subordination Agreement from Lessee, the Sublessees, and Guarantor in favor of Lessor, the Subordination of Management Agreement from Lessee, the Sublessees, and Managers, and the Subordination of Financial Services Agreement from Lessee, the Sublessees and Consultants in favor of Lessor.

Taken : Conveyed pursuant to a Taking or Partial Taking.

Taking : A taking or voluntary conveyance during the Term of all of a Leased Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of any condemnation or other eminent domain proceeding affecting the Leased Property, whether or not the proceeding actually has been commenced.

Tangible Net Worth : At any date, the net worth of Lessee as determined in conformity with GAAP, less Intangible Assets, as determined as of such date.

Tax Distributions : A distribution by Lessee to the equity owners of Lessee in an amount not in excess of the actual income tax liability of each such equity owner attributable to such equity owner’s allocated share of the taxable income of Lessee.

Term : Collectively, the Initial Term plus the Renewal Term or Renewal Terms, if any.

Termination Date : The date on which a Notice of Termination is given.

Third Party Claims : Any claims, actions, demands or proceedings (other than Regulatory Actions) howsoever based (including without limitation those based on negligence, trespass, strict liability, nuisance, toxic tort or detriment to health welfare or property) due to Contamination, whether or not the remedy sought is costs, damages, penalties or expenses, brought by any person or entity other than a governmental agency.

Transaction Documents: means the following documents: this Lease, the Guaranties, the Letter of Credit Agreement, the Security Agreements, the Pledge Agreements, the Subordination Agreements, the Working Capital Loan Agreement, the Working Capital Note, the Cross Default and Cross Collateralization Agreement, the Agreement to Lease, and any security agreements, pledge agreements, letter of credit agreements, guarantees, notes or other documents which evidence, secure or otherwise relate to this Lease, the Working Capital Loan Agreement, the Agreement to Lease or the transactions contemplated by this Lease, the Agreement to Lease, or the Working Capital Loan Agreement; and any and all amendments, modifications, extensions and renewals of any of the foregoing documents.

Transfer: The (a) assignment, mortgaging or other encumbering of all or any part of Lessee’s interest in this Lease or in the Leased Properties; (b) subletting of the whole or any part of any Leased Property (except to Sublessees pursuant to the Subleases); (c) entering into of any Management Agreement or Consulting Agreement or other arrangement under which any Facility is operated by or licensed to be operated by an entity other than Lessee or Borrower; (d) merger, consolidation or reorganization of a corporate Lessee, corporate Sublessee or corporate Manager, or corporate Consultant, or the sale, issuance, transfer and/or redemption, cumulatively or in one transaction, of any voting stock by Lessee, any Sublessee or Manager or Consultant or by Persons who are stockholders of record of Lessee, any Sublessee or Manager or Consultant, if such event or events result(s) in a change of Control of Lessee, any Sublessee or Manager or Consultant; or (e) sale, issuance, transfer or redemption, cumulatively or in one transaction, of any interest, or the termination of any interest, in Lessee, any Sublessee or Manager or Consultant, if Lessee, such Sublessee or such Manager or such Consultant is a joint venture, partnership, limited liability company or other association and such sale, issuance, transfer, redemption or termination of interest results in a change of Control of such joint venture, partnership, limited liability company or other association.

Transferee : An assignee, subtenant or other occupant of a Leased Property pursuant to a Transfer.

Unmatured Event of Default : means the occurrence of an event which upon its occurrence, or with the giving of notice, the passage of time, or both, would constitute an Event of Default.

Unsuitable for Its Primary Intended Use : A state or condition of a Facility such that by reason of a Partial Taking, the Facility cannot be operated on a commercially practicable basis for its Primary Intended Use, taking into account, among other relevant factors, the number of usable beds permitted by applicable law and regulation in the Facility after the Partial Taking, the square footage Taken and the estimated revenue impact of such Partial Taking.

Working Capital Loan Agreement : means the Working Capital Loan Agreement dated as of the same date as this Lease between Lessee and the Sublessees, as borrowers, and Lessor, as lender.

Working Capital Note : means the Secured Working Capital Promissory Note dated as of the same date as this Lease in the state principal amount of $12,500,000 from Lessee and the Sublessees in favor of Lessor.

ARTICLE III   

3.1    Base Rent; Monthly Installments . In addition to all other payments to be made by Lessee under this Lease, Lessee shall pay Lessor the Base Rent in lawful money of the United States of America which is legal tender for the payment of public and private debts, Lessee shall pay the Base Rent in advance. Base Rent shall be paid in equal, consecutive monthly installments, each of which shall be in an amount equal to one-twelfth (1/12) of the Base Rent payable for the Lease Year in which such installment is payable; provided, however, that if the Commencement Date is not the first day of the month, then the first month’s payment of Base Rent shall be prorated based upon the number of days in the month from and after the Commencement Date. Thereafter, installments of Base Rent shall be payable on the fifteenth (15 ^th ) day of each calendar month. Base Rent shall be paid to Lessor, or to such other Person as Lessor from time to time may designate by Notice to Lessee, by wire transfer of immediately available federal funds to the bank account designated in writing by Lessor. If Lessor directs Lessee to pay any Base Rent or Additional Charges to any Person other than Lessor, Lessee shall send to Lessor, simultaneously with payment of the Base Rent or Additional Charges, a copy of the transmittal letter or invoice and check evidencing such, or such other evidence of payment as Lessor requires.

3.2    Additional Charges . In addition to the Base Rent, Lessee also will pay as and when due all Additional Charges.

3.3    Late Charge; Interest. If any Rent payable to Lessor is not paid when due, Lessee shall pay Lessor on demand, as an Additional Charge, a late charge equal to the greater of (a) five percent (5%) of the amount not paid when due and (b) any and all charges, expenses, fees or penalties imposed on Lessor by a Facility Mortgagee for late payment, and, in addition, if such Rent (including the late charge) is not paid within thirty (30) days of the date on which such Rent was due, interest thereon at the Overdue Rate from the date when due until such Rent (including the late charge and interest) is paid in full.

3.4    Net Lease.

3.4.1    The Rent shall be paid absolutely net to Lessor, so that this Lease shall yield to Lessor the full amount of the Rent payable to Lessor under this Lease throughout the Term.

3.4.2    If Lessor commences any proceedings for non-payment of Rent, Lessee will not interpose any counterclaim or cross complaint or similar pleading of any nature or description in such proceedings unless Lessee would lose or waive such claim by the failure to assert it, but Lessee does not waive any rights to assert such claim in a separate action brought by Lessee. The covenants to pay Rent are independent covenants, and Lessee shall have no right to hold back, offset or fail to pay any Rent because of any alleged default by Lessor or for any other reason.

3.5    Payments In The Event of a Rent Adjustment.

3.5.1    Upon the adjustment, pursuant to Section (A)(4) or Section (B) of the definition of the term “Base Rent,” in the Base Rent payable pursuant to this Lease with respect to any Lease Year, the adjustment shall be effective as of the first payment of Base Rent due in the Lease Year as to which such adjustment pertains. Because it may not be possible to determine the adjusted Base Rent prior to the effective date of such adjustment, Lessee shall continue to pay the Base Rent at the rate in effect prior to the adjustment until Lessor gives Lessee Notice of its determination of the adjusted Base Rent. Upon such determination, the Base Rent shall be adjusted retroactively as of the effective date of such adjustment On or before the second (2 ^nd ) payment date for Base Rent following receipt by Lessee of Lessor’s Notice of the adjustment, Lessee shall make an additional payment of Base Rent in such amount as will bring the Base Rent, as adjusted, current on or before such second (2 ^nd ) payment date, and thereafter Lessee shall pay the adjusted Base Rent in correspondingly adjusted monthly installments until the Base Rent is next adjusted or reset as required under this Lease.

3.5.2    This Section 3.5 shall survive the expiration or earlier termination of this Lease with respect to any adjustment or reset that is not known or fully paid as of the date of expiration or earlier termination of this Lease.

ARTICLE IV   

4.1    Payment of Impositions . Subject to Section 12.1 and Section 12.2, Lessee will pay all Impositions before any fine, penalty, interest or cost is added for non-payment, and will promptly, upon request, furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments. Subject to Section 12.2, if at the option of the taxpayer any Imposition may be paid in installments, Lessee may pay the same in the required installments provided it also pays any and all interest due thereon as and when due.

Lessee shall prepare and file as and when required all tax returns and reports required by governmental authorities with respect to all Impositions. Lessor and Lessee shall each, upon request, provide the other with such data, including without limitation cost and depreciation records, as is maintained by the party to whom the request is made as is necessary to prepare any required returns and reports.

Lessee shall be entitled to receive and retain any refund from a taxing authority in respect of an Imposition paid by Lessee if at the time of the refund no Event of Default has occurred, but if an Event of Default has occurred at the time of the refund, Lessee shall not be entitled to receive or retain such refund, and if and when received by Lessor such refund shall be applied as provided in Article XVI.

Lessee may, upon Notice to and with the consent of Lessor (which consent shall not be withheld unreasonably), at Lessee’s sole cost and expense, protest, appeal or institute such other proceedings as Lessee deems appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall cooperate with Lessee in such protest, appeal or other action. Lessee shall reimburse Lessor for Lessor’s direct costs of cooperating with Lessee for such protest, appeal or other action.

4.2    Adjustment of Impositions . Impositions imposed in respect of the tax fiscal period during which the Term ends shall be adjusted and prorated between Lessor and Lessee, whether or not imposed before or after the expiration or earlier termination of the Term , and Lessee’s obligation to pay its prorated share thereof shall survive the expiration or earlier termination of the Term.

4.3    Utility Charges . Lessee will pay or cause to be paid when due all charges for electricity, power, gas, oil, water and other utilities imposed upon the Leased Properties or upon Lessor or Lessee with respect to the Leased Properties.

4.4    Insurance Premiums . Lessee shall pay or cause to be paid when due all premiums for the insurance coverage required to be maintained pursuant to Article XIII during the Term. Lessee shall deposit with Lessor the premiums for such insurance in accordance with the provisions of Section 12.2 of this Lease.

ARTICLE V   

5.1    No Termination, Abatement, etc . Lessee shall not take any action without the consent of Lessor and any Facility Mortgagee to modify, surrender or terminate this Lease, and shall not seek or be entitled to any abatement, deduction, deferment or reduction of Rent, or setoff against Rent. The respective obligations of Lessor and Lessee shall not be affected by reason of (a) any damage to, or destruction of, the Leased Properties or any portion thereof from whatever cause or any Taking or Partial Taking of the Leased Properties, except as expressly set forth herein; (b) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Properties, or any portion thereof, or the interference with such use by any Person or by reason of eviction by paramount title; (c) any claim that Lessee has or might have against Lessor or by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties; (d) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor; or (e) any other cause, whether similar or dissimilar to any of the foregoing, other than a discharge of Lessee from any such obligations as a matter of law. Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, that now or hereafter may be conferred upon it by law to (a) modify, surrender or terminate this Lease or quit or surrender the Leased Properties or any portion thereof, or (b) entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder.

ARTICLE VI   

6.1    Ownership of the Leased Properties . Lessee acknowledges that the Leased Properties are the property of Lessor and that Lessee has only the right to the possession and use of the Leased Properties upon the terms and conditions of this Lease. Lessee will not (a) file any income tax return or other associated documents, (b) file any other document with or submit any document to any governmental body or authority, (c) enter into any written contractual arrangement with any Person or (d) release any financial statements of Lessee, in any case that take any position other than that throughout the Term Lessor is the owner of the Leased Properties for federal, state and local income tax purposes and this Lease is a “true lease,” and an “operating lease” and not a “capital lease.”

6.2    Lessor’s Personal Property . Lessee shall, during the entire Term, maintain all of Lessor’s Personal Property in good order, condition and repair as shall be necessary in order to operate the Facilities for the Primary Intended Use in compliance with all applicable licensure and certification requirements, all applicable Legal Requirements and Insurance Requirements, and customary industry practice for the Primary Intended Use. If any of Lessor’s Personal Property requires replacement in order to comply with the foregoing, Lessee shall replace it with similar property of the same or better quality at Lessee’s sole cost and expense, and it shall become Lessor’s Personal Property without payment of additional consideration at the expiration or earlier termination of the Lease. Lessee shall not permit or suffer Lessor’s Personal Property to be subject to any lien, charge, encumbrance, financing statement, contract of sale, equipment lessor’s interest or the like, except for any purchase money security interest or equipment lessor’s interest expressly approved in advance, in writing, by Lessor. At the expiration or earlier termination of this Lease, all of Lessor’s Personal Property shall be surrendered to Lessor with the Leased Properties at or before the time of the surrender of the Leased Property in at least as good a condition as at the Commencement Date (or, as to replacements, in at least as good a condition as when placed in service at the Facilities) except for ordinary wear and tear.

6.3    Lessee’s Personal Property . Lessee shall provide and maintain during the Term such Personal Property, in addition to Lessor’s Personal Property, as shall be necessary and appropriate in order to operate the Facilities for the Primary Intended Use in compliance with all licensure and certification requirements, in compliance with all applicable Legal Requirements and Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use. Without the prior written consent of Lessor, except as permitted under Section 8.2.6, Lessee shall not permit or suffer Lessee’s Personal Property to be subject to any lien, charge, encumbrance, financing statement or contract of sale or the like. Upon the expiration of the Term or the earlier termination of this Lease, without the payment of any additional consideration by Lessor, Lessee shall be deemed to have sold, assigned, transferred and conveyed to Lessor all of Lessee’s right, title and interest in and to any of Lessee’s Personal Property that, in Lessor’s reasonable judgment, is integral to the Primary Intended Use of the Facilities (or if some other use thereof has been approved by Lessor as required herein, such other use as is then being made by Lessee) and, as provided in Section 33.1 hereof, Lessor shall have the option to purchase any of Lessee’s Personal Property that is not then integral to such use. Without Lessor’s prior written consent, Lessee shall not remove Lessee’s Personal Property that is in use at the expiration or earlier termination of the Term from the Leased Properties until such option to purchase has expired or been waived in writing by Lessor. Any of Lessee’s Personal Property that is not integral to the use of the Facilities being made by Lessee and is not purchased by Lessor pursuant to Section 33.1 may be removed by Lessee upon the expiration or earlier termination of this Lease, and, if not removed within twenty (20) days following the expiration or earlier termination of this Lease, shall be considered abandoned by Lessee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor without giving notice thereof to Lessee and without any payment to Lessee or any obligation to account therefor. Lessee shall reimburse Lessor for any and all expense incurred by Lessor in disposing of any of Lessee’s Personal Property that Lessee may remove but within such twenty (20) day period fails to remove, and shall either at its own expense restore the Leased Properties to the condition required by Section 9.1.5, including repair of all damage to the Leased Properties caused by the removal of any of Lessee’s Personal Property, or reimburse Lessor for any and all expense incurred by Lessor for such restoration and repair.

6.4    Grant of Security Interest in Lessee’s Personal Property and Accounts . Lessee has concurrently granted to Lessor a security interest in the Collateral as defined in the Security Agreement, which includes, without limitation, the Personal Property as defined herein and Lessee’s and Sublessee’s Accounts as defined in the Security Agreement. If Lessee and/or the Sublessees obtain, concurrently with or after the Commencement Date, a working capital line of credit (the “ Working Capital Loan ”) from a third-party working capital lender that requires that, in order to secure the working capital line of credit, Lessee and/or the Sublessees must grant to the working capital lender a first priority security interest in the accounts receivable from the Facilities accruing during the Term, if applicable, then Lessor will subordinate its security interest in the accounts receivable from the Facilities accruing during the Term, provided that :

(a)   The working capital lender executes and delivers to Lessor an intercreditor agreement in form and substance reasonably satisfactory to Lessor; and

(b)   The lien of Lessor in accounts receivable from each Facility shall be subordinated to the lien of the working capital lender therein only to the extent of amounts advanced from time to time by the working capital lender to Lessee and/or the Sublessees with respect to the Facilities and only in the maximum principal amount of the Maximum Principal Amount, plus interest, penalties and other charges under the loan documents with respect to principal amounts advanced;

(c)   All amounts owed the lender under the Working Capital Loan Agreement and Working Capital Note are paid in full.

ARTICLE VII   

7.1    Condition of the Leased Properties . Lessee acknowledges that it has inspected and otherwise has knowledge of the condition of the Leased Properties prior to the execution and delivery of this Lease and has found the same to be in good order and repair and satisfactory for its purposes hereunder. Lessee is leasing the Leased Properties “as is” in their condition on the Commencement Date. Lessee waives any claim or action against Lessor in respect of the condition of the Leased Properties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF ANY LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. Lessee further acknowledges that throughout the Term Lessee is solely responsible for the condition of the Leased Properties.

7.2    Use of the Leased Properties . Throughout the Term Lessee shall use the Leased Properties continuously for the Primary Intended Use and uses incidental thereto. Lessee shall not use the Leased Properties or any portion thereof for any other use without the prior written consent of Lessor. No use shall be made or permitted to be made of, or allowed in, the Leased Properties, and no acts shall be done, which will cause the cancellation of, or be prohibited by, any insurance policy covering the Leased Properties or any part thereof, nor shall the Leased Properties or Lessee’s Personal Property be used for any unlawful purpose. Lessee shall not commit or suffer to be committed any waste on the Leased Properties, or cause or permit any nuisance thereon, or suffer or permit the Leased Properties or any portion thereof, or Lessee’s Personal Property, to be used in such a manner as (a) might reasonably tend to impair Lessor’s (or Lessee’s, as the case may be) title thereto or to any portion thereof, or (b) may reasonably make possible a claim or claims of adverse usage or adverse possession by the public, as such, or of implied dedication of the Leased Properties or any portion thereof.

7.3    Certain Environmental Matters .

(a)    Prohibition Against Use of Hazardous Substances . Lessee shall not permit, conduct or allow the generation, introduction, presence, maintenance, use, receipt, acceptance, treatment, manufacture, production, installation, management, storage, disposal or release of any Hazardous Substance on the Leased Properties, except for those types and quantities of Hazardous Substances necessary for and ordinarily associated with the conduct of Lessee’s business and used in full compliance with all Environmental Laws.

(b)    Notice of Environmental Claims, Actions or Contaminations . Lessee shall notify Lessor, in writing, immediately upon learning of any existing, pending or threatened: (i) investigation, inquiry, claim or action by any governmental authority in connection with any Environmental Laws, (ii) Third Party Claims, (iii) Regulatory Actions, and/or (iv) Contamination of any portion of the Leased Properties

(c)    Costs of Remedial Actions with Respect to Environmental Matters . If any investigation and/or Clean-Up of any Hazardous Substance or other environmental condition on, under, about or with respect to a Leased Property is required by any Environmental Law, Lessee shall complete, at its own expense, such investigation and/or Clean-Up or cause any other Person who may be legally responsible to complete such investigation and/or Clean-Up.

(d)    Delivery of Environmental Documents . Lessee shall deliver to Lessor complete copies of any and all Environmental Documents that may now be in, or at any time hereafter come into, the possession of Lessee.

(e)    Environmental Audit . At Lessee’s expense, Lessee shall, upon and within thirty (30) days of a written request therefor from Lessor or any Facility Mortgagee, deliver an Environmental Audit to Lessor and the Facility Mortgagee, if any. All tests and samplings shall be conducted using generally accepted and scientifically valid technology and methodologies. Lessee shall give the engineer or environmental consultant conducting the Environmental Audit reasonable and complete access to the Leased Properties and to all records in the possession of Lessee that may indicate the presence (whether current or past) of a Release or threatened Release of any Hazardous Substances on, in, under, about and adjacent to any Leased Property. Lessee also shall provide the engineer or environmental consultant full access to and the opportunity to interview such persons as may be employed in connection with the Leased Properties as the engineer or consultant deems appropriate. However, neither Lessor nor any Facility Mortgagee shall be entitled to request an Environmental Audit from Lessee unless (i) after the Commencement Date there have been changes, modifications or additions to Environmental Laws as applied to or affecting any of the Leased Properties; (ii) Lessor has a reasonable belief that there has been a significant change in the condition of any of the Leased Properties; or (iii) there are fewer than six (6) months remaining in the Term. If the Environmental Audit discloses the presence of Contamination or any noncompliance with Environmental Laws, Lessee shall immediately perform all of Lessee’s obligations under this Lease with respect to such Hazardous Substances or noncompliance.

(f)    Entry onto Leased Properties for Environmental Matters . If Lessee fails to provide an Environmental Audit as and when required by Subparagraph (e) above, in addition to Lessor’s other remedies Lessee shall permit Lessor and any Facility Mortgagee from time to time, by its employees, agents, contractors or representatives, to enter upon the Leased Properties for the purpose of conducting such Investigations as Lessor may desire, the expense of which shall be paid