Common use of Certain Other Transfers Clause in Contracts

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars ($2,000,000,000) and, in the case of a Controlling Person, such Controlling Person executes a Guaranty; 24.1.11.2 The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event. For purposes of this Section 24.1.11.2, “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor; 24.1.11.3 The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(ies) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer; 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute either (A) a written assumption of each Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s) and/or other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 No Event of Default shall have occurred and be continuing hereunder;

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10)XXIV, but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material significant assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of EmeritusLessee, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution sale or other disposition transfer of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, directly in each case to a single purchaser or indirectly or through one or more step transactions or tiered transactions transferee in a single transaction or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 (i.e., payment of Transfer Consideration) shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 (i) The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars the average Consolidated Net Worth of Emeritus for the twelve ($2,000,000,00012) andmonth period immediately prior to the effectiveness of such event, in the case of a Controlling Person, such Controlling Person executes a Guaranty;as reasonably determined by Lessor. 24.1.11.2 (ii) The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event, as reasonably determined by Lessor. For purposes of this Section 24.1.11.2clause (ii), “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor;. 24.1.11.3 (iii) The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(iesparty(s) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if if, (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer purchaser, transferee or other party, as the case may be, has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilitiesfacilities of the type and nature operated and/or managed by Emeritus and its Subsidiary(ies), or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer;. 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except (iv) Except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of Emeritus hereunder and any Guarantor under any under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute a written assumption of this Lease and with respect to each Guaranty, either (A) a written assumption of each such Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s. (v) and/or other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 No Event of Default shall have occurred and be continuing hereunder;. (vi) [Intentionally Omitted]. (vii) Lessor shall receive the applicable information required by Section 24.1.2.1(i) with respect to each such proposed Transfer and the proposed purchaser or transferee resulting therefrom.

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10)XXIV, but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from from (a) a sale, transfer, distribution sale or other disposition transfer of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, directly in each case to a single purchaser or indirectly or through one or more step transactions or tiered transactions transferee in a single transaction or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 (i) The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars the average Consolidated Net Worth of Emeritus for the twelve ($2,000,000,00012) andmonth period immediately prior to the effectiveness of such event, in the case of a Controlling Person, such Controlling Person executes a Guarantyas reasonably determined by Lessor; 24.1.11.2 (ii) The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event, as reasonably determined by Lessor. For purposes of this Section 24.1.11.2clause (ii), “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor; 24.1.11.3 (iii) The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(iesparty(s) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if if, (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer purchaser, transferee or other party, as the case may be, has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilitiesfacilities of the type and nature operated and/or managed by Emeritus and its Subsidiary(ies), or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer; 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except (iv) Except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of Lessee hereunder and any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute a written assumption of this Lease and with respect to each Guaranty, either (A) a written assumption of each such Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary an Affiliate of and/or Controlled by another Person Person, its ultimate parent or Persons, the entity or entities constituting the ultimate parent(s) and/or other ultimate Controlling Person(s), as the case may be, Person shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 (v) No Event of Default shall have occurred and be continuing hereunder; (vi) [Intentionally Omitted]; and (vii) Lessor shall receive the applicable information required by Section 24.1.2.1(i) with respect to each such proposed Transfer and the proposed purchaser or transferee resulting therefrom. As used in this Section 24.1.11, “other material assets” shall mean that Emeritus has other net assets as determined in accordance with GAAP, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and the facilities covered thereby and any other facilities leased by Emeritus or an Affiliate of Emeritus from Lessor or an Affiliate of Lessor, which in the aggregate total not less than $100,000,000 or represent at least Forty Percent (40%) of the total net assets as determined in accordance with GAAP of Emeritus, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by Emeritus or any Affiliate of Emeritus from Lessor or an Affiliate of Lessor.

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus Brookdale has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus Brookdale or an Affiliate of EmeritusBrookdale, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus Brookdale or a sale or transfer of all or substantially all of the assets of EmeritusBrookdale, in each case directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or consolidation, stock exchange or other business combination to which Emeritus Brookdale is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above a)above or the surviving party resulting from a Transfer pursuant to clause (b) aboveb)above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars ($2,000,000,000) and, in the case of a Controlling Person, such Controlling Person executes a Guaranty; 24.1.11.2 The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above a)above or the surviving party resulting from a Transfer pursuant to clause (b) aboveb)above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus Brookdale for the twelve (12) month period immediately prior to the effectiveness of such event. For purposes of this Section 24.1.11.2, “debt” shall include shallinclude the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus Brookdale and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor; 24.1.11.3 The purchaser or transferee resulting from a Transfer pursuant to clause (a) above a)above or the other party(ies) to the Transfer pursuant to clause (b) aboveb)above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, nature and type and of the business of Brookdale as the same exists prior to the effectiveness of such event (which business is of a size that is meaningful in light of the size of the business of Emeritus Brookdale as the same exists prior to the effectiveness of such event), as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus Brookdale who were in the employment of Emeritus Brookdale prior to the effectiveness of such Transfer; 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute either (A) a written assumption of each Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s) and/or parent(s)and/or other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 No Event of Default shall have occurred and be continuing hereunder;

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10)XXIV, but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution sale or other disposition transfer of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, directly in each case to a single purchaser or indirectly or through one or more step transactions or tiered transactions transferee in a single transaction or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 (i) The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars the average Consolidated Net Worth of Emeritus for the twelve ($2,000,000,00012) andmonth period immediately prior to the effectiveness of such event, in the case of a Controlling Person, such Controlling Person executes a Guarantyas reasonably determined by Lessor; 24.1.11.2 (ii) The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event, as reasonably determined by Lessor. For purposes of this Section 24.1.11.2clause (ii), “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor; 24.1.11.3 (iii) The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(iesparty(s) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if if, (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer purchaser, transferee or other party, as the case may be, has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilitiesfacilities of the type and nature operated and/or managed by Emeritus and its Subsidiary(ies), or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer; 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except (iv) Except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of Lessee hereunder and any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute a written assumption of this Lease and with respect to each Guaranty, either (A) a written assumption of each such Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary an Affiliate of and/or Controlled by another Person Person, its ultimate parent or Persons, the entity or entities constituting the ultimate parent(s) and/or other ultimate Controlling Person(s), as the case may be, Person shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 (v) No Event of Default shall have occurred and be continuing hereunder; (vi) [Intentionally Omitted]; and (vii) Lessor shall receive the applicable information required by Section 24.1.2.1(i) with respect to each such proposed Transfer and the proposed purchaser or transferee resulting therefrom. As used in this Section 24.1.11, “other material assets” shall mean that Emeritus has other net assets as determined in accordance with GAAP, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and the facilities covered thereby and any other facilities leased by Emeritus or an Affiliate of Emeritus from Lessor or an Affiliate of Lessor, which in the aggregate total not less than $100,000,000 or represent at least Forty Percent (40%) of the total net assets as determined in accordance with GAAP of Emeritus, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by Emeritus or any Affiliate of Emeritus from Lessor or an Affiliate of Lessor.

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus Brookdale has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus Brookdale or an Affiliate of EmeritusBrookdale, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus Brookdale or a sale or transfer of all or substantially all of the assets of EmeritusBrookdale, in each case directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or consolidation, stock exchange or other business combination to which Emeritus Brookdale is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars ($2,000,000,000) and, in the case of a Controlling Person, such Controlling Person executes a Guaranty; 24.1.11.2 The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus Brookdale for the twelve (12) month period immediately prior to the effectiveness of such event. For purposes of this Section 24.1.11.2, “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus Brookdale and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor; 24.1.11.3 The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(ies) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, nature and type and of the business of Brookdale as the same exists prior to the effectiveness of such event (which business is of a size that is meaningful in light of the size of the business of Emeritus Brookdale as the same exists prior to the effectiveness of such event), as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus Brookdale who were in the employment of Emeritus Brookdale prior to the effectiveness of such Transfer; 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute either (A) a written assumption of each Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s) and/or other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 No Event of Default shall have occurred and be continuing hereunder;

Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10)XXIV, but subject to the provisions of Section 24.1.8 above, so long as Emeritus SSL has other material significant assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus SSL or an Affiliate of EmeritusLessee, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution sale or other disposition transfer of all or substantially all of the outstanding capital stock of Emeritus SSL or a sale or transfer of all or substantially all of the assets of EmeritusSSL, directly in each case to a single purchaser or indirectly or through one or more step transactions or tiered transactions transferee in a single transaction or (b) a merger, consolidation or stock exchange to which Emeritus SSL is a party, and the provisions of Section 24.1.2.2 (i.e., payment of Transfer Consideration) shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met: 24.1.11.1 (i) The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars the average Consolidated Net Worth of SSL for the twelve ($2,000,000,00012) andmonth period immediately prior to the effectiveness of such event, in the case of a Controlling Person, such Controlling Person executes a Guaranty;as reasonably determined by Lessor. 24.1.11.2 (ii) The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus SSL for the twelve (12) month period immediately prior to the effectiveness of such event, as reasonably determined by Lessor. For purposes of this Section 24.1.11.2clause (ii), “"debt” " shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus SSL and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor;. 24.1.11.3 (iii) The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(iesparty(s) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus SSL as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor. Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “"sufficient operating experience and history” if " if, (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer purchaser, transferee or other party, as the case may be, has an average of not less than three (3) years’ ' operating experience with respect to the operation and management of senior living or health care facilitiesfacilities of the type and nature operated and/or managed by SSL and its Subsidiary(ies), or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus SSL who were in the employment of Emeritus SSL prior to the effectiveness of such Transfer;. 24.1.11.4 Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor. In addition, except (iv) Except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of any Guarantor SSL under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute either (A) a written assumption of each such Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty. In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s. (v) and/or other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor; 24.1.11.5 No Event of Default shall have occurred and be continuing hereunder;. (vi) [Intentionally Omitted]. (vii) Lessor shall receive the applicable information required by Section 24.1.2.1(i) with respect to each such proposed Transfer and the proposed purchaser or transferee resulting therefrom. As used in this Section 24.1.11, "other significant assets" shall mean that SSL has other net current assets, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and the facilities covered thereby and any other facilities leased by SSL or an Affiliate of SSL from Lessor or an Affiliate of Lessor, which in the aggregate total not less than $10,000,000.00 or represent at least Forty Percent (40%) of the total net current assets of SSL, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by SSL or any Affiliate of SSL from Lessor or an Affiliate of Lessor.