Common use of Landlord’s Termination Right Clause in Contracts

Landlord’s Termination Right. At any time and from time to time from and after the Effective Date, Landlord may elect to terminate the Master Lease as to any one or more, or all, of the Facilities by written notice to Tenant delivered no later than the date that is 30 days prior to the effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and the provisions of Section 17.9 shall pertain. If, as of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered.

Landlord’s Termination Right. At Except in connection with a proposed assignment or sublease to a Permitted Transferee in accordance with Section 12.5 below, in the event Tenant proposes to assign this Lease or enter into any time sublease, Landlord shall have the right at its sole option, to be exercised within fifteen (15) days after receipt of Tenant’s Proposed Transfer Notice or Notice of Intent to Transfer, as the case may be (the “Acceptance Period”), to terminate this Lease in the case of a proposed assignment or sublease of all or substantially all of the Premises for all or substantially all of the remaining Term, or (b) in the case of an proposed subletting of less than all or substantially all of the Premises, to (y) terminate this Lease only as to the portion of the Premises then proposed to be sublet if such sublease shall be for all or substantially all of the remainder of the then Term, (z) recapture the space proposed to be sublet for the term of the sublease, if such sublease is for less than all or substantially all of the remainder of the then Term), in either case as of the date specified in Tenant’s Proposed Transfer Notice as the commencement date of the proposed assignment or subletting. For purposes of this Section 12.3, a sublease shall be deemed to be for substantially all of the remaining Term of this Lease if such sublease would expire with less than twelve (12) months remaining prior to the expiration of the Term (taking into account any extension options previously exercised by Tenant and/or available to Tenant if Tenant notifies Landlord that Tenant expects to exercise an available extension option). In the case of a proposed assignment of this Lease or a proposed subletting of all or substantially all of the entire Premises for all or substantially all of the Term, the Lease shall terminate on the termination date determined as above provided and on such termination date, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and Additional Rent due from time Tenant through such termination date, but subject to time the reconciliation obligations for such Additional Rent under this Lease. In the event that Tenant shall only propose to sublease a portion of the Premises and to enter into a sublease for less than all or substantially all of the then-remaining Lease Term, Landlord shall only have the right to so terminate this Lease with respect to the portion of the Premises which Tenant proposes to sublease (the “Terminated Portion of the Premises”) and for the term of the proposed sublease (the “Terminated Sublease Term”) and from and after the Effective Date, Landlord may elect to terminate termination date until the Master Lease as to any one or more, or all, end of the Facilities by written notice to Tenant delivered no later than Terminated Sublease Term the date that is 30 days prior Rentable Floor Area of the Premises shall be reduced to the effective date rentable floor area of termination, which effective date the remainder of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property Premises and the provisions definition of Section 17.9 Rentable Floor Area of the Premises shall pertain. If, as be so amended and after such termination all references in this Lease to the “Premises” or the “Rentable Floor Area of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will the Premises” shall be deemed to have delivered a Termination Notice making a Management Election be references to the remainder of the Premises (i.e. the Lease Term in respect of the sublease portion of the Premises shall only be terminated for such Facility(ies) with an effective date the term of the proposed sublease and then automatically reinstated upon the expiration or earlier termination of December 31, 2020. Landlord such sublease term) and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in accordingly Tenant’s name cannot be transferredpayments for Annual Fixed Rent, or cannot be transferred immediatelyoperating costs, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form real estate taxes and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) electricity shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent reduced on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with reflect the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless size of the amount remainder of net proceeds the Premises until the end of Salesthe Terminated Sublease Term. Upon the expiration of the Terminated Sublease Term (or, no net proceeds upon the vacancy of Sales the Terminated Portion of the Premises, if the new tenant(s) hold over beyond the expiration of the Terminated Sublease Term), Landlord shall redeliver the Terminated Portion of the Premises to Tenant in the following condition: (a) If the Terminated Sublease Term is four (4) years or less, then the Terminated Portion of the Premises shall be distributed redelivered to any shareholders Tenant in substantially the same condition in which Tenant delivered the Terminated Portion of the public company. Net proceeds Premises to Landlord, reasonable wear and tear excepted; and (b) If the Terminated Sublease Term is more than four (4) years, then the Terminated Portion of Sales are available for operations the Premises shall be delivered to Tenant either: (x) in the normal course same condition in which the Terminated Portion of businessthe Premises were delivered to Landlord by Tenant, including the scheduled payments reasonably wear and tear excepted, or (y) alternatively: (i) in good condition consistent with general office space, (ii) free of principal and interest on debt of Tenant and any affiliatestenants, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Leaseiii) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered.broom clean,

Landlord’s Termination Right. At Subject to the exceptions set forth in Section 11.2 above, in the event Tenant desires to assign this Lease or to sublet the whole or any time and part of the Premises, Tenant shall give Landlord a Recapture Offer. For the purposes hereof a “Recapture Offer” shall be defined as a notice from time Tenant to time from and after Landlord which: (a) States that Tenant desires to sublet the Effective DatePremises, or a portion thereof, or to assign its interest in this Lease. (b) Identifies the affected portion of the Premises (“Recapture Premises”). (c) Identifies the rental rate of the proposed subletting or assignment. (d) Offers to Landlord may elect to terminate the Master Lease as to any one or more, or all, in respect of the Facilities Recapture Premises (in the case of a proposed assignment of Tenant’s interest in the Lease or a subletting for the remainder of the Term of the Lease) or to suspend the Lease Term in respect of the Recapture Period (meaning that the Lease Term in respect of the Recapture Premises shall be terminated during the Recapture Period, and Tenant’s rental obligations shall be proportionately reduced, and at the expiration of the Recapture Period the Recapture Premises will be returned to Tenant under the terms of the Lease), in either case as of a specified date (the “Release Date”). Landlord shall have forty-five (45) days (the “Acceptance Period”) from Landlord’s receipt of the Recapture Offer to accept it, in which case all obligations of Tenant to Landlord under the Lease with respect to the Recapture Premises for the Recapture Period shall cease and terminate and, if applicable, Landlord shall be obligated to physically separate the Recapture Premises from the remainder of the Premises at its expense; provided, however, that if Tenant desires to keep the Recapture Premises rather than allow Landlord to recapture same, Tenant may do so by written notice to Tenant delivered Landlord given no later more than seven (7) days after Tenant’s receipt of Landlord’s acceptance of the date that is 30 days prior to Recapture Offer (time being of the effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”essence thereof). Any such Termination Notice In the event that Landlord shall indicate whether Landlord elects (i) for Tenant not exercise its termination or an Affiliate of Tenant reasonably acceptable suspension rights as aforesaid, or shall fail to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon give any such termination, whether timely notice pursuant to a Management Election or a Transition Electionthis Section, the applicable Facility shall constitute a Deleted Property and the provisions of Sections 11.4-11.7 shall be applicable. This Section 17.9 11.3 shall pertain. If, as of December 1, 2020, Landlord has not delivered a Termination Notice for be applicable to an assignment or sublease pursuant to Section 11.2 or to any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that sublease or assignment which does b ring the Fixed Rent allocable to each Facility as cumulative total rentable square footage of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect Premises to be sublet or assigned to an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms area in excess of Section 37 twenty five percent (25%) of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination total area of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms and in form prepared Premises then leased by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered.

Landlord’s Termination Right. At Notwithstanding the provisions of Section 12.1 above, in the event Tenant desires: (a) to assign this Lease; or (b) to sublet such portion (the “Sublease Portion”) of the Premises as (x) contains by itself at least fifty percent (50%) of the Rentable Floor Area of the Premises or (y) would bring the total amount of the Premises then subleased (exclusive of any time subleases under Section 12.2 above) to fifty percent (50%) or more of the Rentable Floor Area of the Premises; or (c) to sublet any Sublease Portion consisting of 5,000 square feet of rentable floor area or more for a term equal to all or substantially all of the remaining Lease Term hereof (any such sublease under this subparagraph (c) or subparagraph (b) above being hereinafter referred to as a “Major Sublease”), then Tenant shall notify Landlord thereof in writing and Landlord shall have the right at its sole option, to be exercised within ten (10) business days after receipt of Tenant’s notice (the “Acceptance Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all rent and additional rent due from time Tenant through the termination date. Notwithstanding the foregoing, in the event of a Major Sublease: (i) Landlord shall only have the right to time so terminate this Lease with respect to the Sublease Portion and from and after the Effective Datetermination date the Rentable Floor Area of the Premises shall be reduced to the rentable floor area of the remainder of the Premises and the definition of Rentable Floor Area of the Premises shall be so amended and after such termination all references in this Lease to the “Premises” or the “Rentable Floor Area of the Premises” shall be deemed to be references to the remainder of the Premises and accordingly Tenant’s payments for Annual Fixed Rent, operating costs, real estate taxes and electricity shall be reduced on a pro rata basis to reflect the size of the remainder of the Premises; (ii) in the case of Major Sublease for less than all or substantially all of the then-remaining Lease Term, Landlord shall only have the right to suspend the term of this Lease pro tanto for the term of the proposed sublease (i.e. the Term of the Lease in respect of the Sublease Portion shall be terminated for the term of the proposed sublease and then reinstated upon the expiration or earlier termination of such sublease term); and (iii) in the case of a proposed Major Sublease which, when combined with other subleases of the Premises then in effect (exclusive of any subleases under Section 12.2. above) reaches the fifty percent (50%) of the Premises threshold set forth above for Landlord to recapture, Landlord may elect only exercise its recapture rights with respect to the proposed Major Sublease, but may not exercise its recapture rights or terminate the Master this Lease as to any one or moresubleases of the Premises previously entered into by Tenant. In the event that Landlord shall not exercise its termination rights as aforesaid, or all, of the Facilities by written shall fail to give any or timely notice to Tenant delivered no later than the date that is 30 days prior to the effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and this Section the provisions of Sections 12.4-12.7 shall be applicable. In the case of a partial subletting where Landlord has exercised its termination right pursuant to this Section 17.9 shall pertain. If, as of December 1, 202012.3, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shallresponsible, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior all work necessary to closing was obtained under a claims made insurance policy) meeting the requirements separately physically demise that portion of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insuredsPremises which are being terminated from the remainder of the Premises. Tenant This Section 12.3 shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell an assignment or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject sublease pursuant to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered12.2.

Landlord’s Termination Right. At any time Landlord shall have the right in its sole and from time absolute discretion to time from and after terminate this Deed of Lease for the Effective remainder of the Term with respect to the Proposed Transfer Space if the Proposed Transfer Space is the entire Demised Premises as of the Proposed Transfer Commencement Date, by sending Tenant written notice within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice. If Landlord may elect wants to recapture, Tenant shall have three (3) business days to rescind the proposed request to sublease. If the Proposed Transfer Space does not constitute the entire Demised Premises and Landlord elects to terminate this Deed of Lease with respect to the Master Proposed Transfer Space, then (i) Tenant shall tender the Proposed Transfer Space to Landlord on the Proposed Transfer Commencement Date as if the Proposed Transfer Commencement Date had been originally set forth in this Deed of Lease as to any one or more, or all, the expiration date of the Facilities by written notice Deed of Lease Term with respect to Tenant delivered no later the Proposed Transfer Space; and (ii) as to all portions of the Demised Premises other than the date Proposed Transfer Space, this Deed of Lease shall remain in full force and effect, and the Base Annual Rent and Tenant’s Proportionate Share shall be reduced proportionately based on square footage. Tenant shall pay all expenses of demising walls and other construction required to permit the operation of the Proposed Transfer Space separate from the balance of the Demised Premises. If the Proposed Transfer Space constitutes the entire Demised Premises and Landlord elects to terminate this Deed of Lease, then: (i) Tenant shall lender the Demised Premises to Landlord on the Proposed Transfer Commencement Date, and (ii) the Deed of Lease Term shall terminate on the Proposed Transfer Commencement Date. If Landlord exercises its right to terminate this Deed of Lease with respect to the Proposed Transfer Space. Tenant agrees that is 30 Landlord shall have access to the Proposed Transfer Space thirty (30) days prior to the effective termination date of terminationfor remodeling or redecorating purposes, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”)or to show the Proposed Transfer Space to prospective tenants. Any such Termination Notice Landlord shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable have the right to Landlord (“CSL Manager”) to manage terminate if the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) sublease and/or assignment is due to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election merger or a Transition Election, the applicable Facility shall constitute a Deleted Property and the provisions acquisition or purchase of Section 17.9 shall pertain. If, as of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumberedassets.

Landlord’s Termination Right. At Subject to the exceptions set forth in Section 11.2 above, in the event Tenant desires to assign this Lease or to sublet the whole or any time and part of the Premises, Tenant shall give Landlord a Recapture Offer. For the purposes hereof a “Recapture Offer” shall be defined as a notice from time Tenant to time from and after Landlord which: States that Tenant desires to sublet the Effective DatePremises, or a portion thereof, or to assign its interest in this Lease. Identifies the affected portion of the Premises (“Recapture Premises”). Identifies the rental rate of the proposed subletting or assignment. Offers to Landlord may elect to terminate the Master Lease as to any one or more, or all, in respect of the Facilities by written notice Recapture Premises (in the case of a proposed assignment of Tenant’s interest in the Lease or a subletting for the remainder of the Term of the Lease) or to suspend the Lease Term in respect of the Recapture Period (meaning that the Lease Term in respect of the Recapture Premises shall be terminated during the Recapture Period, and Tenant’s rental obligations shall be proportionately reduced, and at the expiration of the Recapture Period the Recapture Premises will be returned to Tenant delivered no later than under the terms of the Lease), in either case as of a specified date that is 30 days prior to (the effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination NoticeRelease Date”). Any such Termination Notice Landlord shall indicate whether Landlord elects have forty-five (i45) for Tenant or an Affiliate days (the “Acceptance Period”) from Landlord’s receipt of the Recapture Offer to accept it, in which case all obligations of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage under the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and the provisions of Section 17.9 shall pertain. If, as of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord Lease with respect to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired Recapture Premises for the applicable Facility(ies) or such shorter term as Recapture Period shall cease and terminate and, if applicable, Landlord may specific; Provide for a management fee equal shall be obligated to 5% physically separate the Recapture Premises from the remainder of the gross revenues of Premises at its expense. In the applicable Facility(ies); Be terminable at event that Landlord shall not exercise its termination or suspension rights as aforesaid, or shall fail to give any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord timely notice pursuant to the terms of the Master Lease andthis Section, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales Sections 11.4-11.7 shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLPapplicable. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 This Section 11.3 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E applicable to an assignment or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumberedsublease pursuant to Section 11.2.

Landlord’s Termination Right. At any time Except in the event of an assignment of Lease which is triggered by an acquisition of Tenant by another entity, Landlord shall have the right in its sole and from time absolute discretion to time from and after terminate this Lease with respect to the Effective Proposed Transfer Space as of the Proposed Transfer Commencement Date, by sending Tenant written notice within thirty (30) days after Landlord's receipt of Tenant's Request Notice. If the Proposed Transfer Space does not constitute the entire Demised Premises and Landlord may elect elects to terminate this Lease with respect to the Master Proposed Transfer Space, then: (i) Tenant shall tender the Proposed Transfer Space to Landlord on the Proposed Transfer Commencement Date as if the Proposed Transfer Commencement Date had been originally set forth in this Lease as to any one or more, or all, the expiration date of the Facilities by written notice Lease Term with respect to Tenant delivered no later the Proposed Transfer Space; and (ii) as to all portions of the Demised Premises other than the date Proposed Transfer Space, this Lease shall remain in full force and effect, and the Base Annual Rent and Tenant's Proportionate Share shall be reduced proportionately based on square footage. Unless otherwise agreed in writing, Tenant shall pay all expenses of demising walls and other construction required to permit the operation of the Proposed Transfer Space separate from the balance of the Demised Premises. If the Proposed Transfer Space constitutes the entire Demised Premises and Landlord elects to terminate this Lease, then: (i) Tenant shall tender the Demised Premises to Landlord on the Proposed Transfer Commencement Date, and (ii) the Lease Term shall terminate on the Proposed Transfer Commencement Date. If Landlord exercises its right to terminate this Lease with respect to the Proposed Transfer Space (whether the Proposed Transfer Space constitutes all or part of the Demised Premises, Tenant agrees that is 30 Landlord shall have access to the Proposed Transfer Space thirty (30) days prior to the effective termination date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant remodeling or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and the provisions of Section 17.9 shall pertain. If, as of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shallredecorating purposes, or shall cause to show the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect Proposed Transfer Space to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumberedprospective tenants.

Landlord’s Termination Right. At any time and from time Notwithstanding anything to time from and after the Effective Datecontrary contained in the Lease, as amended hereby, but subject to the terms of this Paragraph 6, Landlord may elect shall have the right to terminate the Master Lease Lease, as amended hereby, with respect to any one or morethe Expansion Premises only, or all, effective as of the Facilities last day of any calendar month during the Term with respect to the Expansion Premises (the last day of the applicable calendar month, the "EP Termination Date"). Landlord may terminate the Lease, as amended hereby, with respect to the Expansion Premises only, as provided in this Paragraph 6, by written giving notice thereof to Tenant delivered no ("Landlord's Termination Notice") not later than the date that which is 30 days [***] prior to the effective date of terminationEP Termination Date. On the EP Termination Date, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice Tenant shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable vacate and surrender the Expansion Premises to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and in accordance with the provisions of Section 17.9 shall pertain. IfParagraph 4(L) of this Amendment and Article 12 of the Lease, as if the EP Termination Date were the EP Fixed Expiration Date; it being expressly understood and agreed that the holdover provisions of December 1Article 12 shall apply in the event Tenant fails to surrender, 2020vacate, Landlord has not delivered a and remove from the Expansion Premises on the EP Termination Notice for any given Facility(ies)Date in the condition required by the Lease, thenas amended hereby. The terms of this Paragraph 6 shall survive the EP Termination Date and the termination of the Lease, as amended hereby, with respect to such Facility(ies), the Expansion Premises only. Nothing contained in this Paragraph 6 shall be construed to grant Tenant a right to terminate the Lease in any capacity or as a right for Landlord will be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that terminate the Fixed Rent allocable to each Facility as of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord Lease with respect to the applicable Facility(ies) on market terms Original Premises and except as expressly set forth in form prepared by Landlord in its reasonable judgmentParagraph 5 of this Amendment hereof, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% all provisions of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented amended hereby, with respect to Original Premises shall remain in full force and effect and are unmodified. For the avoidance of any doubt, if Landlord terminates the Lease with respect to the Expansion Premises only, as contemplated herein, any provisions of the Lease, as amended by this Agreement. If Landlord makes a Transition ElectionAmendment, Tenant which apply to the Expansion Premises only shall effect an Operational Transfer be deemed null and void, except for those provisions which expressly survive the expiration or sooner termination of the applicable Facility(ies) lease term with respect to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferred, or cannot be transferred immediately, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumberedExpansion Premises.

Landlord’s Termination Right. At any time and from time to time from and after the Effective Date, Landlord may elect to terminate the Master Lease as to any one or more, or all, of the Facilities by written notice to Tenant delivered no later than the date that is 30 days prior to the effective date of termination, which effective date of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property and Notwithstanding the provisions of Section 17.9 12.1 above, but subject to the exceptions set forth in Section 12.2 above, in the event Tenant desires to assign this Lease or to sublet the whole or any part of the Premises, Tenant shall pertain. Ifgive Landlord a Recapture Offer, as hereinafter defined. For the purposes hereof a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which: -54- (a) States that Tenant desires to sublet the Premises, or a portion thereof, or to assign its interest in this Lease. (b) Identifies the affected portion of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(iesthe Premises (“Recapture Premises”), then, with respect . (c) Identifies the period of time (“Recapture Period”) during which Xxxxxx proposes to such Facility(ies), Landlord will be deemed sublet the Recapture Premises or to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020assign its interest in the Lease. Landlord and Tenant acknowledge and agree hereby acknowledges that the Fixed Rent allocable to each Facility Recapture Period may be a period of time expiring as of the date hereof is end of the then current Term of the Lease, reserving to Tenant the right to recommence leasing the Recapture Premises as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, of the commencement of the next following Extended Term (if Tenant would effect an Operational Transfer then has any remaining right to extend the Term of the Lease which has not lapsed unexercised) assuming that Tenant subsequently exercises its right to extend the Term for such Extended Term. (d) Offers to Landlord to terminate the Lease in respect of the Recapture Premises (in the case of a proposed assignment of Tenant’s interest in the Lease or Landlorda subletting for the remainder of the Term of the Lease) or to suspend the Term of the Lease pro tanto in respect of the Recapture Period (i.e. the Term of the Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant’s affiliate pursuant rental obligations shall be reduced in proportion to the terms of Section 37 ratio of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination Rentable Floor Area of the applicable Facility(ies), enter into a property management agreement with Landlord with respect Recapture Premises to the applicable Facility(ies) on market terms and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% Rentable Floor Area of the gross revenues Premises then demised to Tenant and at the expiration of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent Recapture Period the Recapture Premises will be returned to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease andin condition usable for office purposes). Landlord shall have the applicable Acceptance Period, without limitation of any provision as hereinafter defined, after Xxxxxxxx’s receipt of the Master Lease Recapture Offer to accept a Recapture Offer. If the Recapture Premises constitute a floor or less, then the Acceptance Period shall be thirty (including without limitation Section 37 of 30) days; otherwise, the Master Lease [Operational Transfer]), supplemented Acceptance Period shall be sixty (60) days. In the event that Landlord shall not timely exercise its termination rights as follows: If licenses, permits or certificates held in Tenant’s name cannot be transferredaforesaid, or cannot be transferred immediatelyshall fail to give any or timely notice pursuant to this Section, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities provisions of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) Sections 12.4-12.7 shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such personsapplicable. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employmentRecapture Premises includes a portion of a floor, separationthen, whether or similar agreement with such person. Within 45 days after not Landlord accepts the Effective DateRecapture Offer, Tenant shall agree to a general form be responsible for 50% of operations transfer agreement the cost of demising such space from the balance of the Premises on the Landlord’s approved form (and that floor, of creating building standard common partitions on such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operatorsfloor, and subject to deal specific changes for 50% of the cost of creating common facilities (e.g. elevator lobbies, common corridors, and common bathrooms) on such floor. This Section 12.3 shall not be applicable to the facility in question). Tenant and its Affiliates may sell an assignment or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject sublease pursuant to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless of the amount of net proceeds of Sales, no net proceeds of Sales shall be distributed to any shareholders of the public company. Net proceeds of Sales are available for operations in the normal course of business, including the scheduled payments of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered12.2.

Landlord’s Termination Right. At Notwithstanding the provisions of Section 12.1 above, in the event Tenant desires: (a) to assign this Lease; or (b) to sublet such portion (the “Sublease Portion”) of the Premises as (x) contains by itself at least one full floor in the Building (or an equivalent rentable square footage to the extent the Sublease Portion is located on various floors of the Premises) (the “Recapture Threshold”) or (y) would bring the total amount of the Premises then subleased (exclusive of any time subleases under Section 12.5 below) to the Recapture Threshold; or (c) to sublet any Sublease Portion for a term equal to all or substantially all of the remaining Lease Term hereof (any such sublease under this subparagraph (c) or subparagraph (b) above being hereinafter referred to as a “Major Sublease”), then Tenant shall notify Landlord thereof in writing and Landlord shall have the right at its sole option, to be exercised within thirty (30) days after receipt of Tenant’s notice (the “Acceptance Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all rent and additional rent due from time Tenant through the termination date. Notwithstanding the foregoing, in the event of a Major Sublease: (i) Landlord shall only have the right to time so terminate this Lease with respect to the Sublease Portion and from and after the Effective Date, Landlord may elect to terminate termination date the Master Lease as to any one or more, or all, Rentable Floor Area of the Facilities by written notice to Tenant delivered no later than the date that is 30 days prior Premises shall be reduced to the effective date rentable floor area of termination, which effective date the remainder of termination may not be later than December 31, 2020 (a “Termination Notice”). Any such Termination Notice shall indicate whether Landlord elects (i) for Tenant or an Affiliate of Tenant reasonably acceptable to Landlord (“CSL Manager”) to manage the applicable Facility(ies) after the effective date of termination (a “Management Election”) or (ii) to transition the applicable Facility(ies) (a “Transition Election”) to a new operator (a “Successor Operator”). Upon any such termination, whether pursuant to a Management Election or a Transition Election, the applicable Facility shall constitute a Deleted Property Premises and the provisions definition of Section 17.9 Rentable Floor Area of the Premises shall pertain. If, as be so amended and after such termination all references in this Lease to the “Premises” or the “Rentable Floor Area of December 1, 2020, Landlord has not delivered a Termination Notice for any given Facility(ies), then, with respect to such Facility(ies), Landlord will the Premises” shall be deemed to have delivered a Termination Notice making a Management Election for such Facility(ies) with an effective date of termination of December 31, 2020. Landlord and Tenant acknowledge and agree that be references to the Fixed Rent allocable to each Facility as remainder of the date hereof is as listed on Schedule 0 attached hereto. If Landlord makes a Management Election, Tenant would effect an Operational Transfer to Landlord or Landlord’s affiliate pursuant to the terms of Section 37 of the Master Lease, provided, however that Tenant shall, or shall cause the CSL Manager to, upon the effective date of termination of the applicable Facility(ies), enter into a property management agreement with Landlord with respect to the applicable Facility(ies) on market terms Premises and in form prepared by Landlord in its reasonable judgment, which management agreement shall, in any event: Have an initial term expiring on the date that the Master Lease would have expired for the applicable Facility(ies) or such shorter term as Landlord may specific; Provide for a management fee equal to 5% of the gross revenues of the applicable Facility(ies); Be terminable at any time by Landlord for any or no reason on at least 30 days’ prior written notice; and Include transition obligations substantially equivalent to the transition obligations of Tenant under the Master Lease, as supplemented by this Agreement. If Landlord makes a Transition Election, Tenant shall effect an Operational Transfer of the applicable Facility(ies) to the Successor Operator(s) designated by Landlord pursuant to the terms of the Master Lease and, without limitation of any provision of the Master Lease (including without limitation Section 37 of the Master Lease [Operational Transfer]), supplemented as follows: If licenses, permits or certificates held in accordingly Tenant’s name cannot be transferredpayments for Annual Fixed Rent, or cannot be transferred immediatelyoperating costs, to Successor Operator, then Tenant shall, at Landlord’s request, enter into an interim management arrangement or another so called “bridging” arrangement in form real estate taxes and substance reasonably acceptable to Landlord and Successor Operator, which will lawfully permit Successor Operator to continue to operate the Facility, and engage in the normal activities of the Facility, under Tenant’s license, permit or certificate, as applicable, until the earliest of completion of such license, permit and certificate transfers, issuance of replacement licenses, permits and certificates. Under the interim management agreement or bridging arrangements, Successor Operator will be entitled to all revenues but also bear all obligations and expenses, both operating and capital, and including all rent obligations, during the effectiveness of any such agreement. Tenant shall, for each Facility, enter into (and perform its obligations under) an operations transfer agreement in customary form with Successor Operator providing for an orderly transfer and transition of the business operations, operational assets and employees to Successor Operator, in each case, for nominal or no consideration. Such operations transfer agreement shall provide for customary indemnities and prorations and other payments of operating revenues and expenses between Tenant and Successor Operator, all of which Tenant agrees to pay or satisfy if and when required under the terms of such agreement provided that a reconciliation process and timeframes for such payment are included in such agreement. Provisions regarding prorations under such operations transfer agreement shall generally provide that revenues and expenses of the Facility attributable to the period prior to the transition date or “closing” date under such operations transfer agreement (the “OTA Closing Date”) electricity shall be for the account of Tenant and that revenues and expenses of the Facility attributable to the period from and after the OTA Closing Date shall be for the account of Successor Operator. Tenant and its Affiliates shall agree to customary provisions regarding the non-solicitation/non-hire of employees and customers of the Facilities for a period of two years following the final transition to Successor Operator. At the option of Landlord, Tenant shall, at its sole cost and expense, procure a two year “tail” policy providing for commercial general and professional liability insurance (if such coverage prior to closing was obtained under a claims made insurance policy) meeting the requirements of the Master Lease for such insurance, naming Landlord, Successor Operator, and/or Landlord’s other designees as additional insureds. Tenant shall not initiate, prompt or solicit the removal or transfer to another facility of the executive director or the sales director of any Facility, save and except for any removals or transfers arising in connection with any wrongful or egregious acts or omissions, performance that is below acceptable standards, or violations of Tenant’s policies and procedures. With respect to any persons who are or who become owners, officers, directors, or employees of any Successor Operator or who are involved with any Successor Operator in any manner (or who otherwise work at any Facilities transitioned as contemplated hereunder), Tenant and its Affiliates hereby for the benefit of Landlord waive and will not enforce or seek enforcement of any non-competition provision in any non-competition or similar agreement in effect between Tenant and or its Affiliates and such persons. If such person is involved with any Successor Operator as provided in the preceding sentence Tenant and its Affiliates will no longer have any obligation to make payments to such persons under any employment, separation, or similar agreement with such person. Within 45 days after the Effective Date, Tenant shall agree to a general form of operations transfer agreement on the Landlord’s approved form (and such form shall then be used for all transitions contemplated hereunder, subject to usual and customary changes requested by operators, and subject to deal specific changes applicable to the facility in question). Tenant and its Affiliates may sell or transfer, directly or indirectly, those properties owned by an Affiliate of Tenant whose direct or indirect parent is Capital Senior Living Properties, Inc. (“CSLP”) (collectively, “Sales”), subject to the provisions of this Section 0. No Sales shall be permitted to Affiliates of Tenant other than those whose direct or indirect parent is CSLP. If the net proceeds (after transaction costs and repayment of secured debt) in the aggregate for all Sales exceed $30,000,000.00 of net proceeds, then such excess over $30,000,000.00 shall be paid by Tenant as prepaid rent reduced on a pro rata basis to Ventas and Welltower within three days after such sale, such pro rata basis to be determined in accordance with reflect the modified net base or fixed rent of Facilities still owned by Ventas or Welltower and not yet transitioned. Regardless size of the amount remainder of net proceeds the Premises; (ii) in the case of SalesMajor Sublease for less than all or substantially all of the then-remaining Lease Term, no net proceeds Landlord shall only have the right to suspend the term of Sales this Lease pro tanto for the term of the proposed sublease (i.e. the Term of the Lease in respect of the Sublease Portion shall be distributed to any shareholders terminated for the term of the public company. Net proceeds proposed sublease and then reinstated upon the expiration or earlier termination of Sales are available for operations such sublease term); and (iii) in the normal course case of businessa proposed Major Sublease which, including when combined with other subleases of the scheduled payments Premises then in effect (exclusive of principal and interest on debt of Tenant and any affiliates, regardless of whether CSLP is the direct or indirect parent; however, the net proceeds of Sales may not be used for unscheduled prepayments of debt. No FF&E or vehicles or other equipment or materials used in connection with any Facility (i.e., covered by the Master Lease) shall be moved (other than replacements of obsolete items in the ordinary course), sold or encumbered.subleases under