Common use of RENTAL ADJUSTMENT Clause in Contracts

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant Tenant's pro rata share of all Operating ----------------- Expenses (defined in Section 3.03 hereof) for purposes of rental adjustment is agreed to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 be 1.3016% (the “Leased Premises Purchase Agreement”"Tenant's Pro Rata Share"), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From On or before the Commencement Date and thereafter on or before the first day of each calendar year of the Term, Landlord shall provide to Tenant the Estimated Operating Expense (defined in Section 3.03 hereof) for the upcoming year. In addition to the Base Rent, Tenant shall pay in advance on the first day of each calendar month during the Term, installments equal to one-twelfth (1/12) of Tenant's Pro Rata Share of the Estimated Operating Expense. Within one hundred fifty (150) days after the end of each calendar year during the 1st Lease YearTerm, an amountLandlord shall furnish to Tenant a statement certified by Landlord of the Actual Operating Expense (defined in Section 3.03 hereof) for the immediately preceding calendar year, per annumwhich statement shall specify the various types of Operating Expenses and set forth Landlord's calculations of Tenant's Pro Rata Share thereof. If Tenant's Pro Rata Share of the Estimated Operating Expense paid to Landlord during the previous calendar year exceeds Tenant's Pro Rata Share of the Actual Operating Expense, then Landlord shall refund the difference to Tenant at the time Landlord furnishes the statement of the Actual Operating Expense. Otherwise, within fifteen (15) days after Landlord furnishes such statement to Tenant, Tenant shall make a lump sum payment to Landlord equal to $1,017,500.00. (ii) During each subsequent Tenant's Pro Rata Share of the positive difference between the Actual Operating Expense and the Estimated Operating Expense theretofore paid by Tenant. As used in this Lease Year the Annual Fixed Rent term "Rent" shall increase by an amount equal refer collectively to the lesser of (a) 1.5% multiplied by Base Rent and all rental adjustments. If the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during Term commences on a day other than the first month day of the Lease Year immediately preceding month or calendar year, or terminates on a day other than the then applicable Lease Year and the first last day of a month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s requestcalendar year, then Tenant shall, at the closing shall be required to pay only a pro rata portion of the Leased Premises Purchase Agreement, execute installments and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed adjustments of Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Sectiondue for such month or year.

RENTAL ADJUSTMENT. Landlord and (a) Tenant acknowledge that the Leased Premises were conveyed by Tenant shall pay to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 as additional rental a rental adjustment (the “Leased Premises Purchase Agreement”"Rental Adjustment") which shall be determined as of the first anniversary of the Rental Commencement Date and as of each January 1 thereafter during the Lease Term in the manner hereinafter provided (each such date being hereinafter in this Article 7 called an "Adjustment Date", and each period of time from any given Adjustment Date through the day before the next succeeding Adjustment Date being herein called an "Adjustment Period"). Each such Rental Adjustment shall be payable in monthly installments in advance on the first day of every such calendar month during the Adjustment Period for which such Rental Adjustment was determined. A prorated monthly installment, andbased on the number of days in the partial month, shall be paid for any fraction of a month if the Rental Commencement Date falls on any day other than the first day of a calendar month, or if the Lease Term is terminated or expires on any other day than the last day of a calendar month. Landlord shall use reasonable efforts to notify Tenant in writing of the monthly amount of the Rental Adjustment for each Adjustment Period at least ten (10) days prior to the date on which the first installment of such Rental Adjustment is due and payable, or as a condition soon thereafter as is practicable. Failure by Landlord to closing thereundernotify Tenant of the monthly amount of such Rental Adjustment shall not prejudice Landlord's right to collect the full amount of such Rental Adjustment, leased back nor shall Landlord be deemed to Tenant have forfeited or surrendered its rights to collect such Rental Adjustment which may have become due pursuant to this Lease. Concurrently with Article 7, and Tenant agrees to pay within thirty (30) days after notice all accrued but unpaid Rental Adjustment. (b) For each Adjustment Period, each monthly installment of the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement Rental Adjustment shall be an amount equal to one-twelfth (1/12th) of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as followsproduct of: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and annual Base Rental set forth in Article 6 hereof, multiplied by (ii) .50, multiplied by (iii) the "percentage increase" (as hereinafter defined), if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH any, in the amount "index" (as hereinafter defined), as such percentage increase is determined with respect to the Adjustment Date beginning such Adjustment Period. (c) For purposes of the purchase price as set forth in the Crotched Mountain Agreement Articles 7(a) and (b) above, the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that "percentage increase," if any, in the event Index for each Adjustment Date shall mean and equal the Required Consents are not obtained quotient (expressed as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: a decimal) determined by dividing (i) From the difference obtained by subtracting the Index for the calendar month in which the Rental Commencement Date falls from the Index for the calendar month of October immediately preceding the Adjustment Date in question [if the difference so obtained is negative, then this factor (i) shall be deemed to be zero], by (ii) the end of Index for the 1st Lease Year, an amount, per annum, equal to $1,017,500.00calendar month in which the Rental Commencement Date falls. (iid) During each subsequent Lease Year The term "Index" as used in Articles 7(b) and (c) above shall mean the Annual Fixed Rent shall increase by an amount equal to the lesser of Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (a) 1.5% multiplied 1982-84 = 100), published by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month Bureau of Labor Statistics of the Lease Year immediately preceding United States Department of Labor. If the then applicable Lease Year and Bureau of Labor Statistics should discontinue the first month publication of the then applicable Lease Year. In Index, or publish the event same less frequently, or alter the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreementsame in some manner, then the Annual Fixed Rent, as adjusted by this Section, Landlord shall apply retroactively as of the Commencement Date, adopt a substitute Index or substitute procedure which reasonably reflects and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Sectionmonitors consumer prices.

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH The annual rental in the amount year beginning January 1, 2002, if this Sublease shall be extended in accordance with its terms and in each of the purchase price years of this Sublease if further extended thereafter shall be increased or decreased by the amount Sublessor's actual per square foot (I) Rent as set forth adjusted for such year in the Crotched Mountain Agreement Master Lease and (II) costs of operating and maintaining the Building have increased or decreased in the immediately preceding Sublease year over the preceding Sublease year. (b) Within sixty days after the rent payable last day of each Sublease year, commencing with the last day of the first Sublease year, Sublessor will furnish to Sublessee a written statement of the total cost of operating and maintaining the building for each of the prior Sublease year. Such total costs for each such preceding year shall be divided by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that the total rentable area in the event building, and the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” resulting quotient shall be equal to the following: (i) From square foot cost of operating and maintaining the Commencement Date to building for the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00year. (iic) During each subsequent Lease Year The words "actual per square foot cost of maintaining and operating the Annual Fixed Rent building" as used in this section, shall increase mean the total of all amounts actually expended in a Sublease year by an amount equal to Sublessor in operating and maintaining the lesser building (including, but not by way of (alimitation, the amounts expended for electricity, heat, taxes, and insurance premiums, excluding depreciation) 1.5% multiplied divided by the Annual Fixed Rent total number of square feet of rental space in the office building. (d) Until receipt of such statements pertaining to cost in any Sublease year, commencing with the second Sublease year, Sublessee shall continue to pay the monthly installment of rental paid by Sublessee during the prior Sublease year. Commencing with the first day of the calendar month immediately following receipt of such statement, Sublessee shall pay monthly rental installments based upon the newly determined annual rent. Within fifteen days after receipt of the statement, Sublessee shall pay to Sublessor any additional rental due for the previous Lease Year month or (b) months of the percentage then current Sublease year resulting from the increase in the CPI between annual rental rates. Any credit due to Sublessee as a result of the CPI in effect during decrease of the annual rental shall be credited by Sublessor upon Sublessee's monthly rental installment due on the first month day of the Lease Year month immediately preceding following the then applicable Lease Year and the first month delivery of the then applicable Lease Year. In the event the Required Consents are not obtained prior such certified statement by Sublessor to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this SectionSublessee.

RENTAL ADJUSTMENT. Landlord and (a) Tenant acknowledge that the Leased Premises were conveyed by Tenant shall pay to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 as additional rental a rental adjustment (the “Leased Premises Purchase Agreement”"Rental Adjustment") which shall be determined as of the first anniversary of the Rental Commencement Date and as of each January 1 thereafter during the Lease Term in the manner hereinafter provided (each such date being hereinafter in this Article 7 called an "Adjustment Date", and each period of time from any given Adjustment Date through the day before the next succeeding Adjustment Date being herein called an "Adjustment Period"). Each such Rental Adjustment shall be payable in monthly installments in advance on the first day of every such calendar month during the Adjustment Period for which such Rental Adjustment was determined. A prorated monthly installment, andbased on the number of days in the partial month, shall be paid for any fraction of a month if the Rental Commencement Date falls on any day other than the first day of a calendar month, or if the Lease Term is terminated or expires on any other day than the last day of a calendar month. Landlord shall use reasonable efforts to notify Tenant in writing of the monthly amount of the Rental Adjustment for each Adjustment Period at least ten (10) days prior to the date on which the first installment of such Rental Adjustment is due and payable, or as a condition soon thereafter as is practicable. Failure by Landlord to closing thereundernotify Tenant of the monthly amount of such Rental Adjustment shall not prejudice Landlord's right to collect the full amount of such Rental Adjustment, leased back nor shall Landlord be deemed to Tenant have forfeited or surrendered its rights to collect such Rental Adjustment which may have become due pursuant to this Lease. Concurrently with Article 7, and Tenant agrees to pay upon demand all accrued but unpaid Rental Adjustment. (b) For each Adjustment Period, each monthly installment of the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement Rental Adjustment shall be an amount equal to one-twelfth (1/12th) of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as followsproduct of: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and annual Base Rental set forth in Article 6 hereof, multiplied by (ii) the "percentage increase" (as hereinafter defined), if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH any, in the amount "Index" (as hereinafter defined), as such percentage increase is determined with respect to the Adjustment Date beginning such Adjustment Period. (c) For purposes of the purchase price as set forth in the Crotched Mountain Agreement Articles 7(a) and (b) above, the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that "percentage increase," if any, in the event Index for each Adjustment Date shall mean and equal the Required Consents are not obtained quotient (expressed as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: a decimal) determined by dividing (i) From the difference obtained by subtracting the Index for the calendar month in which the Rental Commencement Date falls from the Index for the calendar month of October immediately preceding the Adjustment Date in question [if the difference so obtained is negative, then this factor (i) shall be deemed to the end of the 1st Lease Yearbe zero], an amount, per annum, equal to $1,017,500.00. by (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent Index for the previous Lease Year or (b) the percentage increase calendar month in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until which the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Sectionfalls.

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 Beginning twelve (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i12) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of months after the Commencement Date, and every twelve (12) months thereafter (an “Adjustment Date”), the then-payable Base Monthly Rent shall be effective without further action subject to adjustment based on the part of either Landlord or Tenant. Notwithstanding the preceding sentenceincrease, if any, in the Required Consents are not obtained prior to Consumer Price Index that has occurred during the closing of twelve (12) months preceding the Crotched Mountain Agreementthen-applicable Adjustment Date, then, at but in no event shall the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental increase on any Adjustment Date and be less than two percent (2%) or more than six percent (6%). The basis for computing the amount adjustment shall be the U.S. Department of fixed rent payable from Labor, Bureau of Labor Statistic’s Consumer Price Index for All Urban Consumers, All Items, 1982-84=100, for the San Francisco-Oakland-San Xxxx area (“Index”). The Index most recently published preceding the Commencement Date to shall be considered the Rental “Base Index” for the first adjustment. Thereafter, the index most recently published preceding the previous Adjustment Date shall be considered the “Base Index.” If the Index most recently published preceding the Adjustment Date (“Comparison Index”) is greater than the Base Index, the then-payable Base Monthly Rent shall be increased by multiplying the then-payable Base Monthly Rent by a fraction, the numerator of which is the Comparison Index and the denominator of which is the Base Index. On adjustment of the Base Monthly Rent, which shall be completed within 3 months of each Adjustment Date, Landlord shall notify Tenant by letter stating the new Base Monthly Rent and providing reasonable detail to support the Landlord’s calculation. Landlord’s calculation of the Base Monthly Rent escalation shall be conclusive and binding unless Tenant objects to said calculation within thirty (30) days of Tenant’s receipt from Landlord of such calculation. Landlord’s failure to adjust Base Monthly Rent on an Adjustment Date shall not prevent Landlord from retroactively adjusting Base Monthly Rent at any subsequent time during the Lease Term provided however, Landlord shall use all commercially reasonable efforts to give Tenant notice of any adjustment promptly. If the Index base year is changed so that it differs from 1982-84=100, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is changed, revised or discontinued for any reason, there shall be substituted in lieu thereof and the term “Consumer Price Index” shall thereafter refer to the most nearly comparable official price index of the United States Government in order to obtain substantially the same result as adjusted would have been obtained had the original Consumer Price Index not been discontinued, revised or changed, which alternative index shall be selected by this SectionLandlord and shall be subject to Tenant’s written reasonable approval.

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that A. If the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment actual cost of the ground lease therein described from SNH to EPT Crotched Mountain (Tenant Upfit is less than the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth aboveAllocated Upfit Amount, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” Landlord shall be equal refund to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between (x) the Allocated Upfit Amount and (y) Landlord's actual cost of the Tenant Upfit. If the actual cost of the Tenant Upfit exceeds the Allocated Upfit Amount, then the Tenant shall pay all Annual Fixed amounts in excess of the Allocated Upfit Amount to the Landlord as Additional Rental hereunder on or before the earlier of (i) thirty (30) days from demand by the Landlord, and (ii) the Rent paid up until Commencement Date. Landlord shall provide copies of all invoices for all Tenant Upfit to the Rental Adjustment Date Tenant within ten (10) days of the Tenant's request therefor. B. Tenant shall pay directly to Landlord as Additional Rent hereunder any and all costs and expenses, of whatever nature or kind whatsoever, incurred by Landlord because of Tenant Changes, on or before the earlier of (i) thirty (30) days from demand by the Landlord, and (ii) the Rent Commencement Date. Tenant shall have the right to reasonably approve all Tenant Changes in writing prior to any commencement of construction on account thereof. Any delay in the completion of Landlord's Work attributable to delays in obtaining Tenant's approval to Tenant Changes shall be considered "delays caused by Tenant Changes" for purposes of Section 3.1(B) above. Landlord shall provide copies of all invoices for all Tenant Changes to the Tenant within ten (10) days of the Tenant's request therefor. C. Landlord and Tenant expressly agree that the removal of any rock or unsuitable soils from the Property, and replacement thereof with suitable soils prior to the commencement of or during Landlord's Work is not within the Scope of Landlord's Work as set forth on Exhibit B hereto and the amount cost of fixed rent payable from the Commencement Date same shall be paid by Tenant to Landlord within ten (10) days of Landlord's demand therefor. Landlord shall provide copies of all invoices for all removal and replacement of rock or unsuitable soils to the Rental Adjustment Date, as adjusted by this SectionTenant within ten (10) days of the Tenant's request therefor.

RENTAL ADJUSTMENT. The monthly rental provided in Paragraph 3 shall be subject to adjustment as follows: (a) Landlord shall bear all Project Taxes and Operating Expenses through and including the Base Year, which is calendar year 1993. If Project Taxes and Operating Expenses in any subsequent year of the lease term exceed the Base Year Project Taxes and Operating Expenses, Tenant shall pay to Landlord with respect to each such year, Tenant's Share of such excess. (b) Tenant shall pay its share of any such excess in the following manner: After the first calendar year following the Base Year (hereinafter referred to, together with each successive calendar year of the lease term, as the "Comparison Year"), Landlord shall calculate the actual Project Taxes and Operating Expenses and Tenant's share of the excess amount over the Base Year Project Taxes and Operating Expenses. Landlord shall notify Tenant of the total amount of its share of the excess. Tenant shall pay to Landlord the full amount of its share of the excess for the first Comparison Year within thirty (30) days after its receipt of the invoice. One-twelfth (1/12th) of Tenant's share of the excess for the first Comparison Year shall be added to the monthly rental payments required to be made by Tenant in the Second Comparison Year as an estimated amount of Tenant's share of the excess for such Comparison Year, and any installments which would have been payable in the months preceding Landlord's notice to Tenant shall be payable within thirty (30) days after Landlord's notice. The procedure outlined above shall be repeated in each successive Comparison Year, provided that the total amount of monthly payments made by Tenant in any Comparison Year shall be deducted from its share of the excess amount for such Comparison Year, with the balance to be paid by Tenant within thirty (30) days after its receipt of the reconciliation statement for such Comparison Year, or with any overpayment by Tenant to be credited against the next installment of rent due under the lease, and further provided that Tenant shall pay the same installment amount in each Comparison Year as in the prior year until such amount is adjusted by Landlord in the reconciliation statement for the prior Comparison Year. (c) Landlord shall, as soon as practicable after the close of any calendar year for which rental was increased under Subparagraph 20(a) hereof, deliver to Tenant a written statement summarizing actual Project Taxes and Operating Expenses for such calendar year and showing Tenant's Share of any excess over the Base Year Project Taxes and Operating Expenses. If Tenant disputes the amount set forth in such statement, Tenant shall have the right, by written request made not later than thirty (30) days following receipt of such statement, to cause Landlord's books and records with respect to such calendar year to be audited by independent certified public accountants mutually acceptable to Landlord and Tenant. Prior to any such audit, Tenant shall pay to Landlord a deposit equal to the full amount of any unpaid amount in dispute. Notwithstanding the foregoing, Tenant may elect to deposit such disputed amount with a neutral escrowholder by so notifying Landlord provided that in such event, the audit must be concluded, and Landlord and Tenant acknowledge shall each cause the escrowholder to release any amounts determined to be owed to Tenant or Landlord, respectively, no later than sixty (60) days following the original due date for the disputed amount. All amounts held in such escrow account shall bear interest at the highest available rate for short-term deposits for the benefit of Tenant, unless such audit reveals that the Leased Premises were conveyed amount in dispute is in fact owing to Landlord, in which case such interest shall be for the benefit of Landlord. The amounts payable under Subparagraph 20(b) by Landlord to Tenant or Tenant to Landlord, as the case may be, shall be appropriately adjusted on the basis of such audit. If such audit discloses a liability for further refund by Landlord to Tenant in excess of five percent (5%) of the amount determined by Landlord pursuant to that certain Agreement this subparagraph 20(c) hereof as Tenant's Share of Sale actual excess Project Taxes and Purchase dated November 17Operating Expenses for such calendar year, 2005 the cost of such audit and the escrowholder's fee shall be borne by Landlord; otherwise the cost of such audit and the escrowholder's fee shall be borne by Tenant. Tenant shall pay all reasonable expenses of Landlord in connection with any inspection or audit of Landlord's books and records hereunder (the “Leased Premises Purchase Agreement”including without limitation accounting or legal fees incurred by Landlord in connection therewith), and, as a condition unless under the terms of this subparagraph 20(c) Landlord is required to closing thereunder, leased back to pay the cost of an audit for the calendar year covered by Tenant's inspection or audit. If Tenant pursuant to this Lease. Concurrently shall not request an audit in accordance with the Leased Premises Purchase Agreementprovisions of this subparagraph 20(c) within ninety (90) days of receipt of Landlord's statement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase such statement shall be conclusively binding upon Tenant. (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (id) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant Tenant's obligation under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as Paragraph 20 for any fraction of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to a calendar year at the end of the 1st Lease lease term shall be determined by prorating Tenant's obligation hereunder on the basis which the number of days in such fractional calendar year in the lease term bears to 365. If the lease term terminates during a calendar year, additional rent payable hereunder, as pro- rated, shall be due and payable when determined notwithstanding the termination of this lease. If this lease shall be terminated by Landlord pursuant to the default provisions of Paragraph 14, Tenant's liability under this Paragraph 20 shall immediately be due and payable, based upon Landlord's reasonable current projection as to likely excess actual Project Taxes and Operating Expenses if the same are not yet then ascertainable with certainty, with any such projection and payment by Tenant subject to subsequent adjustment when the actual applicable Project Taxes and Operating Expenses can be determined. For purposes of this Paragraph 20, Project Taxes and Operating Expenses for any year (including the Base Year, an amount, per annum, equal to $1,017,500.00) during which the Project is not fully occupied shall be calculated by projection as if the Project were 95% occupied during the entire calendar year. (iie) During each subsequent Lease Year For the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms purposes of this Section. Upon paragraph the rental adjustment as herein provided, Tenant following definitions shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.apply:

RENTAL ADJUSTMENT. Landlord Upon commencement of rental, Lessor shall submit to Lessee a statement of the anticipated monthly adjustments for the period between such commencement and Tenant acknowledge that the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement of Sale following January and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as Lessee shall pay these adjustments on a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently monthly basis concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment payment of the ground lease therein described from SNH Rent. Lessee shall continue to EPT Crotched Mountain (make said monthly payments until notified by Lessor of a change thereof. By January 1 of each year, Lessor shall endeavor to give Lessee a statement showing the “Required Consents”) total adjustments for the Fleming Place Office Park for txx xxxxr calendar year and (ii) if SNH failed to obtain the Required Consents within 90 days Lessee's allocable share thereof, prorated from the closing commencement of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Yearrental. In the event the Required Consents are not obtained prior to the closing total of the Crotched Mountain Agreementmonthly payments which Lessee has made for the prior calendar year is less than the Lessee's actual share of adjustments, then Lessee shall pay the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as difference in a lump sum within five (5) days after receipt of the Commencement Date, such statement from Lessor and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly concurrently pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until in monthly payments made in the Rental Adjustment Date then calendar year and the amount of fixed rent payable from the Commencement Date monthly payments which are then calculated as monthly adjustments based on the prior year's experience. Any overpayment by Lesser shall be credited towards the monthly adjustments next coming due. The actual adjustments for the prior year shall be used for purposes of calculating the anticipated monthly adjustments for the then current year. In any year in which resurfacing is contemplated by the lessor of the Underlying Lease, Lessor shall be permitted to include the Rental Adjustment Dateanticipated cost of same as part of the estimated monthly adjustments. Even though the term has expired and Lessee has vacated the Leased Premises, when the final determination is made of Lessee's share of said adjustments for the year in which this Lease terminates, Lessee shall immediately pay any increase due over the estimated adjustments previously paid and, conversely, any overpayment made shall be immediately rebated by Lessor to Lessee. Failure of Lessor to submit statements as adjusted by this Sectioncalled for herein shall not be deemed to be a waiver of Lessee's requirement to pay sums as herein provided.

RENTAL ADJUSTMENT. The monthly rental provided in Paragraph 3 shall be subject to adjustment as follows: (a) Landlord shall bear all Project Taxes and Operating Expenses through and including the Base Year, which is calendar year 1993. If Project Taxes and Operating Expenses in any subsequent year of the lease term exceed the Base Year Project Taxes and Operating Expenses, Tenant shall pay to Landlord with respect to each such year, Tenant's Share of such excess. (b) Tenant shall pay its share of any such excess in the following manner: After the first calendar year following the Base Year (hereinafter referred to, together with each successive calendar year of the lease term, as the "Comparison Year"), Landlord shall calculate the actual Project Taxes and Operating Expenses and Tenant's share of the excess amount over the Base Year Project Taxes and operating Expenses. Landlord shall notify Tenant of the total amount of its share of the excess. Tenant shall pay to Landlord the full amount of its share of the excess for the first Comparison Year within thirty (30) days after its receipt of the invoice. One-twelfth (1/12th) of Tenant's share of the excess for the first Comparison Year shall be added to the monthly rental payments required to be made by Tenant in the Second Comparison Year as an estimated amount of Tenant's share of the excess for such Comparison Year, and any installments which would have been payable in the months preceding Landlord's notice to Tenant shall be payable within thirty (30) days after Landlord's notice. The procedure outlined above shall be repeated in each successive Comparison Year, provided that the total amount of monthly payments made by Tenant in any Comparison Year shall be deducted from its share of the excess amount for such Comparison Year, with the balance to be paid by Tenant within thirty (30) days after its receipt of the reconciliation statement for such Comparison Year, or with any overpayment by Tenant to be credited against the next installment of rent due under the lease, and further provided that Tenant shall pay the same installment amount in each Comparison Year as in the prior year until such amount is adjusted by Landlord in the reconciliation statement for the prior Comparison Year. (c) Landlord shall, as soon as practicable after the close of any calendar year for which rental was increased under Subparagraph 20(a) hereof, deliver to Tenant a written statement summarizing actual Project Taxes and Operating Expenses for such calendar year and showing Tenant's Share of any excess over the Base Year Project Taxes and Operating Expenses. If Tenant disputes the amount set forth in such statement, Tenant shall have the right, by written request made not later than thirty (30) days following receipt of such statement, to cause Landlord's books and records with respect to such calendar year to be audited by independent certified public accountants mutually acceptable to Landlord and Tenant. Prior to any such audit, Tenant shall pay to Landlord a deposit equal to the full amount of any unpaid amount in dispute. Notwithstanding the foregoing, Tenant may elect to deposit such disputed amount with a neutral escrowholder by so notifying Landlord provided that in such event, the audit must be concluded, and Landlord and Tenant acknowledge shall each cause the escrowholder to release any amounts determined to be owed to Tenant or Landlord, respectively, no later than sixty (60) days following the original due date for the disputed amount. All amounts held in such escrow account shall bear interest at the highest available rate for short-term deposits for the benefit of Tenant, unless such audit reveals that the Leased Premises were conveyed amount in dispute is in fact owing to Landlord, in which case such interest shall be for the benefit of Landlord. The amounts payable under Subparagraph 20(b) by Landlord to Tenant or Tenant to Landlord, as the case may be, shall be appropriately adjusted on the basis of such audit. If such audit discloses a liability for further refund by Landlord to Tenant in excess of five percent (5%) of the amount determined by Landlord pursuant to that certain Agreement this subparagraph 20(c) hereof as Tenant's Share of Sale actual excess Project Taxes and Purchase dated November 17Operating Expenses for such calendar year, 2005 the cost of such audit and the escrowholder's fee shall be borne by Landlord; otherwise the cost of such audit and the escrowholder's fee shall be borne by Tenant. Tenant shall pay all reasonable expenses of Landlord in connection with any inspection or audit of Landlord's books and records hereunder (the “Leased Premises Purchase Agreement”including without limitation accounting or legal fees incurred by Landlord in connection therewith), and, as a condition unless under the terms of this subparagraph 20(c) Landlord is required to closing thereunder, leased back to pay the cost of an audit for the calendar year covered by Tenant's inspection or audit. If Tenant pursuant to this Lease. Concurrently shall not request an audit in accordance with the Leased Premises Purchase Agreementprovisions of this subparagraph 20(c) within ninety (90) days of receipt of Landlord's statement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase such statement shall be conclusively binding upon Tenant. (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (id) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant Tenant's obligation under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as Paragraph 20 for any fraction of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to a calendar year at the end of the 1st Lease lease term shall be determined by prorating Tenant's obligation hereunder on the basis which the number of days in such fractional calendar year in the lease term bears to 365. If the lease term terminates during a calendar year, additional rent payable hereunder, as pro-rated, shall be due and payable when determined notwithstanding the termination of this lease. If this lease shall be terminated by Landlord pursuant to the default provisions of Paragraph 14, Tenant's liability under this Paragraph 20 shall immediately be due and payable, based upon Landlord's reasonable current projection as to likely excess actual Project Taxes and Operating Expenses if the same are not yet then ascertainable with certainty, with any such projection and payment by Tenant subject to subsequent adjustment when the actual applicable Project Taxes and operating Expenses can be determined. For purposes of this Paragraph 20, Project Taxes and Operating Expenses for any year (including the Base Year, an amount, per annum, equal to $1,017,500.00) during which the Project is not fully occupied shall be calculated by projection as if the Project were 95% occupied during the entire calendar year. (iie) During each subsequent Lease Year For the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms purposes of this Section. Upon paragraph the rental adjustment as herein provided, Tenant following definitions shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.apply:

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that the Leased Premises were conveyed by Tenant (a)Tenant shall pay to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17, 2005 as additional rental a rental adjustment (the “Leased Premises Purchase Agreement”"Rental Adjustment") which shall be determined as of the first anniversary of the Rental Commencement Date and as of each January 1 thereafter during the Lease Term in the manner hereinafter provided (each such date being hereinafter in this Article 7 called an "Adjustment Date", and each period of time from any given Adjustment Date through the day before the next succeeding Adjustment Date being herein called an "Adjustment Period"). Each such Rental Adjustment shall be payable in monthly installments in advance on the first day of every such calendar month during the Adjustment Period for which such Rental Adjustment was determined. A prorated monthly installment, andbased on the number of days in the partial month, shall be paid for any fraction of a month if the Rental Commencement Date falls on any day other than the first day of a calendar month, or if the Lease Term is terminated or expires on any other day than the last day of a calendar month. Landlord shall use reasonable efforts to notify Tenant in writing of the monthly amount of the Rental Adjustment for each Adjustment Period at least ten (10) days prior to the date on which the first installment of such Rental Adjustment is due and payable, or as a condition soon thereafter as is practicable. Failure by Landlord to closing thereundernotify Tenant of the monthly amount of such Rental Adjustment shall not prejudice Landlord's right to collect the full amount of such Rental Adjustment, leased back nor shall Landlord be deemed to Tenant have forfeited or surrendered its rights to collect such Rental Adjustment which may have become due pursuant to this Lease. Concurrently with the Leased Premises Purchase AgreementArticle 7, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain (the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal agrees to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00pay upon demand all accrued but unpaid Rental Adjustment. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.

RENTAL ADJUSTMENT. Tenant agrees to pay Landlord as additional rent each year beginning after the last day of the Base Year as stated in the Office Lease Basic Information, on demand, Tenant's pro-rata share of all Operating Expenses in excess of those for the Base Year. For purposes of this Paragraph, Tenant's share of such Operating Expenses shall equal the total amount of such Operating Expenses of the Building for the applicable calendar year less the total amount of the Operating Expenses of the Building for the Base Year multiplied by Tenant's Percentage Share of Space as stated in the Office Lease Basic Information. It is understood, and Tenant acknowledge hereby specifically agrees, that in no event shall the Leased Premises were conveyed by Tenant Operating Expenses for any calendar year be calculated or deemed to Landlord pursuant to that certain Agreement equal less than those computed for the calendar year immediately preceding. At landlord's election, and beginning not sooner than the first day of Sale and Purchase dated November 17, 2005 (the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement first calendar month after expiration of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment of the ground lease therein described from SNH to EPT Crotched Mountain Base Year (as specified in the “Required Consents”Office Lease Basic Information) and or (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then Rental Abatement (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth abovewhichever shall last occur), then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to one-twelfth (1/12) of Landlord's good faith estimate of the lesser of (a) 1.5% multiplied by the Annual Fixed Rent additional rent due hereunder for the previous Lease calendar year during which the (i) Base Year or (bii) the percentage increase Rental Abatement period expires (whichever is later) shall be payable each month in the CPI between the CPI in effect during advance as additional rent, along with Base Monthly Rental, on the first day of each month of such year, with an adjustment to be made between Tenant and Landlord within sixty (60) days after the Lease Year immediately preceding end of such year to account for any differences between such estimated additional rent and that actually due. If the then applicable Lease Year difference between such estimated additional rent and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either that actually due results in an amount due Landlord or from Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay such amount to Landlord an within ten (10) days after notice from Landlord to Tenant, and if any such amount equal is due to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the Tenant from Landlord, Landlord shall apply such amount against Tenant's next due estimated additional rent payment. Tenant's obligation to pay for increases in Operating Expenses as provided herein shall survive any expiration or other termination of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this SectionLease.

RENTAL ADJUSTMENT. Landlord and (a) Tenant acknowledge that the Leased Premises were conveyed by Tenant shall pay to Landlord pursuant to that certain Agreement of Sale and Purchase dated November 17as additional rental, 2005 a rental adjustment (the “Leased Premises Purchase Agreement”"Rental Adjustment") which shall be determined as of the first anniversary of the Commencement Date thereafter and as of each anniversary of the Commencement Date thereafter in the manner hereinafter provided (each such date being hereinafter in this Special Stipulation No. I called an "Adjustment Date", and each one (1) year period from any given Adjustment Date through the day before the next succeeding Adjustment Date being herein called the "Adjustment Period"). Each such Rental Adjustment shall be payable in monthly installments in advance on the first day of every such calendar month during the Adjustment Period for which such Rental Adjustment was determined. A prorated monthly installment, andbased on a thirty (30) day month, as shall be paid for any fraction of a condition to closing thereundermonth in the Commencement Date that falls on any day other than the first day of a calendar month, leased back to Tenant pursuant to this Leaseor if the Lease Term is terminated or the Expiration Date falls on any other day other than the last day of a calendar month. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would Landlord shall use its best efforts to obtain various consents from third parties for an assignment notify Tenant in writing of the ground lease therein described from SNH monthly amount of the Rental Adjustment for each Adjustment period at least ten (10) days prior to EPT Crotched Mountain the date on which the first installment of such Rental Adjustment is due and payable, or as soon thereafter as is practicable. Failure by Landlord to notify Tenant of the monthly amount of such Rental Adjustment shall not prejudice Landlord's right to collect the full amount of such Rental Adjustment, nor shall Landlord be deemed to have forfeited or surrendered its rights to collect such Rental Adjustment which may have become due pursuant to this Section, and Tenant agrees to pay upon demand all accrued but unpaid Rental Adjustment. (b) For each Adjustment Period, each monthly installment of the “Required Consents”Rental Adjustment shall be an amount equal to one-twelfth (1/12) and of the product of. (i) the Base Rental of the Lease Agreement, as contained in Schedule "D", multiplied ---------- by (ii) .50, multiplied by, (iii) the "percentage increase" (as hereinafter -- ------------- defined, if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH any, in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively "Consumer Price Index" as hereinafter set forth defined, and describedbeing herein called "CPI", as such percentage increase is determined with respect to the Adjustment Date beginning such Adjustment Period. Landlord and Tenant hereby agree that in the no event the Required Consents are not obtained as set forth CPI increase will be less than four percent (4%) or greater than eight percent (8%) throughout the term of the Lease. (c) For purposes of subsection (b) above, then effective retroactively the "percentage increase," if any, in the CPI for each Adjustment Date shall mean and equal the quotient (expressed as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: a decimal) determined by dividing (i) From the difference obtained by subtracting the CPI most recently published prior to the calendar month in which the Commencement Date falls from the CPI most recently published prior to the end of Adjustment Date in question (if the 1st Lease Yeardifference so obtained is negative, an amountthen this factor (1) shall be deemed to be zero), per annum, equal to $1,017,500.00. by (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained most recently published prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate calendar month in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from which the Commencement Date to the Rental Adjustment Date, as adjusted by this Sectionoccurs.

RENTAL ADJUSTMENT. Landlord and Tenant acknowledge that CONSUMER PRICE INDEX: On the Leased Premises were conveyed by Tenant to Landlord pursuant to that certain Agreement first day of Sale and Purchase dated November 17the second Lease Year (which second Lease Year commences on the first anniversary of the Commencement Date if the Commencement Date is the first day of a calendar month, 2005 (or on the “Leased Premises Purchase Agreement”first day of the first calendar month following the anniversary of the Commencement Date if the Commencement Date is other than the first day of a calendar month), andand on the first day of each Lease Year hereafter until this Lease is terminated as set forth herein, as the Base Annual Rent and the Supplemental Rent, if applicable, shall be adjusted and changed, on a condition to closing thereunder, leased back to Tenant pursuant to this Lease. Concurrently with the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other thingscumulative basis, as follows: The adjusted Base Annual Rent and Supplemental Rent and the adjusted monthly rental installments payable for each Lease Year during the term of this Lease (iother than the first Lease Year) SNH would shall be computed by multiplying the Base Annual Rent and Supplemental Rent (and the monthly rental installment) as set forth in Articles 1 and 5 above, and in the Supplemental Rent Agreement, by a fraction, the numerator of which shall be the Consumer Price Index ("Urban," the United States city average for urban wage earners and clerical workers, "all items" (Base 198284 = 100), issued by the Bureau of Labor Statistics of the United States Department of Labor) for the second (2nd) month prior to the applicable anniversary date and the denominator of which shall be the Consumer Price Index for the second (2nd) full month prior to the Commencement Date of this Lease; provided, however, that in no event shall such adjusted Base Annual Rent and Supplemental Rent installments be less than the Base Annual Rent and Supplemental Rent stated in Article 1 of this Lease and in the Supplemental Rent Agreement. Should said Consumer Price Index be discontinued, then that index which shall replace the described Consumer Price Index or an index which is in Landlord's reasonable judgment most nearly comparable thereto shall be substituted accordingly. The Landlord shall use its best efforts to obtain various consents from third parties for an assignment notify the Tenant of the ground lease therein described adjusted Base Annual Rent, Supplemental Rent and the adjusted monthly installments in writing, by the applicable anniversary date, if such rental adjustment occurs; but Landlord's failure to notify Tenant of any such adjustment before such anniversary date shall not excuse Tenant from SNH its obligation to EPT Crotched Mountain (pay such adjustments when Landlord thereafter gives such notice to Tenant. The Tenant agrees to pay the “Required Consents”) adjusted Based Annual Rent and (ii) if SNH failed to obtain Supplemental Rent in advanced, on the Required Consents within 90 days from the closing first day of the Mad River Mountain Agreement then (a) EPT Crotched Mountain would make a loan to SNH in the amount of the purchase price as set forth in the Crotched Mountain Agreement and (b) the rent payable by Tenant under this Lease would automatically be increased retroactively as hereinafter set forth and described. Landlord and Tenant hereby agree that in the event the Required Consents are not obtained as set forth above, then effective retroactively as of the Commencement Date, “Annual Fixed Rent” shall be equal to the following: (i) From the Commencement Date to the end of the 1st applicable Lease Year, an amounttogether with all applicable sales and use taxes, per annum, equal or may elect to $1,017,500.00pay such adjusted Base Annual Rent and Supplemental Rent in adjusted Base Annual Rent and Supplemental Rent in adjusted monthly installments for each such twelve- month period. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s request, then Tenant shall, at the closing of the Leased Premises Purchase Agreement, execute and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Section.

RENTAL ADJUSTMENT. Tenant's pro rata share of all Operating Expenses (defined in Section 3.03 hereof) for purposes of rental adjustment is agreed to be forty six and 85/100ths percent (46.85%) for the Three Bridgepoint Premises, and eleven and 80/100ths percent (11.80%) for the One Bridgepoint Premises ("Tenant's Pro Rata Share"). On or before the applicable Commencement Date and thereafter on or before the first day of each calendar year of the Term, Landlord shall provide to Tenant the Estimated Operating Expense (defined in Section 3.03 hereof) for the upcoming year for both Three Bridgepoint and One Bridgepoint. In addition to the Base Rent, Tenant acknowledge that shall pay in advance on the Leased first day of each calendar month in each calendar year following the Base Year throughout the Term, installments equal to one-twelfth (1/12) of Tenant's Pro Rata Share of the excess of the Estimated Operating Expense for the current year over the Actual Operating Expense (defined in Section 3.03 hereof) for the Base Year (such excess being referred to herein as the "Annual Rental Adjustment") for both the Three Bridgepoint Premises were conveyed and the One Bridgepoint Premises, as applicable. The Base Year is calendar year 1997. Within one hundred twenty (120) days after the end of each calendar year during the Term, Landlord shall furnish to Tenant a statement certified by Tenant Landlord of the Actual Operating Expense for the immediately preceding calendar year, which statement shall specify the various types of Operating Expenses. If Tenant's Pro Rata Share of the Annual Rental Adjustment paid to Landlord pursuant to that certain Agreement during the previous calendar year exceeds Tenant's Pro Rata Share of Sale and Purchase dated November 17the excess of the Actual Operating Expense for such year over the Actual Operating Expense for the Base Year, 2005 (then Landlord shall refund the “Leased Premises Purchase Agreement”), and, as a condition to closing thereunder, leased back difference to Tenant pursuant to this Lease. Concurrently with at the Leased Premises Purchase Agreement, EPT Crotched Mountain and SNH entered into that certain Agreement of Sale and Purchase (time Landlord furnishes the “Crotched Mountain Agreement”), pursuant to which EPT Crotched Mountain agreed, among other things, as follows: (i) SNH would use its best efforts to obtain various consents from third parties for an assignment statement of the ground lease therein described from SNH Actual Operating Expense. Otherwise, within thirty (30) days after Landlord furnishes such statement to EPT Crotched Mountain (Tenant, Tenant shall make a lump sum payment to Landlord equal to the “Required Consents”) and (ii) if SNH failed to obtain the Required Consents within 90 days from the closing of the Mad River Mountain Agreement then positive difference between (a) EPT Crotched Mountain would make a loan to SNH in the amount Tenant's Pro Rata Share of the purchase price as set forth in excess of the Crotched Mountain Agreement Actual Operating Expense for the preceding calendar year over the Actual Operating Expense for the Base Year and (b) the rent payable Annual Rental Adjustment theretofore paid by Tenant under Tenant. As used in this Lease would automatically be increased retroactively as hereinafter set forth the term "Rent" shall refer collectively to the Base Rent and describedall rental adjustments. Landlord and Tenant hereby agree that in If the event Term commences on a day other than the Required Consents are not obtained as set forth above, then effective retroactively as first day of the Commencement Datemonth or calendar year, “Annual Fixed Rent” shall be equal to or terminates on a day other than the following: (i) From the Commencement Date to the end last day of the 1st Lease Year, an amount, per annum, equal to $1,017,500.00. (ii) During each subsequent Lease Year the Annual Fixed Rent shall increase by an amount equal to the lesser of (a) 1.5% multiplied by the Annual Fixed Rent for the previous Lease Year a month or (b) the percentage increase in the CPI between the CPI in effect during the first month of the Lease Year immediately preceding the then applicable Lease Year and the first month of the then applicable Lease Year. In the event the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then the Annual Fixed Rent, as adjusted by this Section, shall apply retroactively as of the Commencement Date, and shall be effective without further action on the part of either Landlord or Tenant. Notwithstanding the preceding sentence, if the Required Consents are not obtained prior to the closing of the Crotched Mountain Agreement, then, at the closing of the Crotched Mountain Agreement, and upon Landlord’s requestcalendar year, then Tenant shall, at the closing shall be required to pay only a pro rata portion of the Leased Premises Purchase Agreement, execute installments and deliver to Landlord a written certificate in form satisfactory to Landlord specifying that the Annual Fixed adjustments of Rent has been adjusted pursuant to the terms of this Section. Upon the rental adjustment as herein provided, Tenant shall promptly pay to Landlord an amount equal to the difference between all Annual Fixed Rent paid up until the Rental Adjustment Date and the amount of fixed rent payable from the Commencement Date to the Rental Adjustment Date, as adjusted by this Sectiondue for such month or year.