Common use of RIGHT OF SUBSTITUTION Clause in Contracts

RIGHT OF SUBSTITUTION. A. So long as no Event of Default has occurred and be continuing, prior to July 29, 2025, Tenant shall have the right to deliver an offer to Landlord (each, a “Substitution Offer”) with respect to no more than five (5) Sites in any twelve (12) month period and in no event more than twenty-five (25) Sites the aggregate, upon the following terms and conditions: 1. The Substitution Offer shall contain (i) the identity of the proposed substitute property (the “Substitute Property”) in reasonable detail and (ii) a certificate executed by a duly authorized officer of Tenant pursuant to which Tenant shall certify that in Tenant’s good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such Substitution, all of the applicable conditions to Substitution (defined below) set forth herein and (iii) the identity of the Site which Tenant proposes to replace with the Substitute Property (the “Replaced Property”). Tenant agrees to deliver to Landlord all of the diligence information and materials contemplated by the provisions of this Section 46.A within thirty (30) days after the delivery to Landlord of a Substitution Offer (the “Diligence Delivery Deadline”). 2. Landlord shall have sixty (60) days from the Diligence Delivery Deadline to deliver to Tenant written notice of its election, in Landlord’s sole and absolute discretion, to either accept or reject the Substitution Offer. Landlord’s failure to deliver such notice within such time period shall be deemed to constitute Landlord’s rejection of the Substitution Offer. If Landlord accepts the Substitution Offer, then Landlord shall use commercially reasonable efforts to complete such substitution (the “Substitution”), subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 46.A, as determined in Landlord’s sole and absolute discretion. B. The Substitution shall be subject to the fulfillment of all of the following terms and conditions: 1. The Substitute Property must: (a) be in as good condition and repair as, and located in the same State as the Replaced Property or in another State acceptable to Landlord in Landlord’s sole and absolute discretion; (b) have a fair market value no less than the greater of the fair market value of the Replaced Property (i) as of the date of the Substitution Offer and (ii) as of the applicable Commencement Date with respect to the Replaced Property (in each case, determined without regard to this Lease, but assuming that while this Lease has been in effect, Tenant has complied with all of the terms and conditions of this Lease), as reasonably determined by Landlord; (c) have improvements which have a remaining useful life equivalent to, or longer than, that of the improvements located at the Replaced Property; and (d) be conveyed to Landlord by special or limited warranty deed, free and clear of all liens and encumbrances, except such matters as are acceptable to Landlord in its sole discretion (the “Substitute Property Permitted Exceptions’’); 2. Landlord shall have inspected and approved, in Landlord’s sole discretion, the Substitute Property utilizing Landlord’s customary site inspection and underwriting approval criteria. Tenant shall have reimbursed Landlord for all of the actual costs and expenses incurred with respect to such proposed substitution, including, without limitation, Landlord’s and its lenders’ legal costs, third-party site inspectors’ costs and expenses with respect to the proposed Substitute Property. Tenant shall be solely responsible for the payment of all costs and expenses resulting from such proposed Substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of a title insurance policy for Landlord and its mortgagee, survey charges, stamp taxes, transfer fees, escrow and recording fees, the cost of any environmental inspections, income and transfer taxes imposed on Landlord as a result of such Substitution and the actual attorneys’ fees and expenses of counsel to Tenant and Landlord and Landlord’s lenders; 3. Landlord shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy of title insurance acceptable to Landlord (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Property is located) with any endorsements reasonably requested by Landlord for the proposed Substitute Property issued by a title company acceptable and committing to insure Landlord’s good and marketable title in the proposed Substitute Property, subject only to the Substitute Property Permitted Exceptions; 4. Landlord shall have received a current ALTA survey of the proposed Substitute Property, sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted; 5. no Event of Default shall have occurred; 6. Tenant shall have executed and delivered such documents as may be reasonably required by Landlord as a result of such substitution, including, without limitation, amendments to this Lease, a new SNDA and other documents required by Landlord’s Mortgagee, and a new Memorandum of Lease (the “Substitute Documents”), all of which documents shall be in form and substance reasonably satisfactory to Landlord, Tenant and Landlord’s Mortgagee (if applicable); 7. Tenant shall have delivered to Landlord certificates of insurance showing that insurance required by this Lease are in full force and effect; and 8. To the extent required by Landlord’s Mortgage, the Landlord Mortgagee shall have consented to the substitution of the proposed Substitute Property. C. Upon satisfaction of the requirements and conditions to the Substitution set forth in this Section 46.A, on the next scheduled Base Monthly Rental payment date (the “Substitution Date”); provided Tenant has paid to Landlord all Rent and all other sums and obligations then due and payable under this Lease as of the Substitution Date: 1. this Lease shall terminate solely with respect to the Replaced Property, and the Substitute Property shall be deemed Substituted for the Replaced Property hereunder; 2. the Substitute Property shall be referred to herein as a “Site’’ and included within the definition of “Premises”; 3. the Substitute Documents shall be dated as of the Substitution Date; 4. the dollar amount allocated to the Replaced Property on Exhibit B-2 attached hereto shall instead be allocated to the Substituted Site; 5. all obligations of Landlord and Tenant shall cease as of the Substitution Date with respect to the Replaced Property; provided, however, Tenant’s obligations to Landlord with respect to the Replaced Property under any indemnification provisions of this Lease with respect to the Replaced Property and Tenant’s obligations to pay any sums (whether payable to Landlord or a third party) accruing under this Lease with respect to the Replaced Property prior to the Substitution Date shall survive the termination of this Lease with respect to the Replaced Property. This Lease shall, however, continue in full force and effect with respect to all other Sites; and 6. Landlord shall convey fee simple insurable title to the Replaced Property to Tenant “as-is” by special or limited warranty deed, subject to all matters of record (except for the Mortgage, if any, corresponding to the Site to be replaced and all other matters to which Tenant has consented to or for which Tenant is obligated to satisfy under the terms of this Lease, and without representation or warranty. D. Notwithstanding anything to the contrary contained herein, this Section 46.A shall be of no further force or effect with respect to any Site or Sites from and after the transfer of such Site or Sites by the initial Landlord under this Lease to a third party.

RIGHT OF SUBSTITUTION. A. So long as Provided that there is no Event of Default has occurred and be continuing, prior to July 29, 2025, Tenant shall have the right to deliver an offer to Landlord (each, a “Substitution Offer”) with respect to no more than five (5) Sites in any twelve (12) month period and in no event more than twenty-five (25) Sites the aggregate, upon the following terms and conditions: 1. The Substitution Offer shall contain (i) the identity existing under either of the proposed substitute property (the “Substitute Property”) in reasonable detail and (ii) a certificate executed by a duly authorized officer of Tenant pursuant to which Tenant shall certify that in Tenant’s good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such Substitution, all of the applicable conditions to Substitution (defined below) set forth herein and (iii) the identity of the Site which Tenant proposes to replace with the Substitute Property (the “Replaced Property”). Tenant agrees to deliver to Landlord all of the diligence information and materials contemplated by the provisions of this Section 46.A within thirty (30) days after the delivery to Landlord of a Substitution Offer (the “Diligence Delivery Deadline”). 2. Landlord shall have sixty (60) days from the Diligence Delivery Deadline to deliver to Tenant written notice of its election, in Landlord’s sole and absolute discretion, to either accept or reject the Substitution Offer. Landlord’s failure to deliver such notice within such time period shall be deemed to constitute Landlord’s rejection of the Substitution Offer. If Landlord accepts the Substitution OfferMaster Leases, then Landlord shall use commercially reasonable efforts to complete such substitution (the “Substitution”), subject, however, subject to the satisfaction of each of the applicable terms and conditions set forth in this Section 46.A1.2.4, ALC may substitute into the applicable Master Lease one, or more, of the 122 assisted living facilities owned and operated by ALC/CHAL prior to EHSI’s acquisition of ALC, Inc. (a “Substitute Facility”). ALC may effect such a substitution in the event that (a) the Facility to be substituted under the applicable Master Lease becomes unprofitable to operate by ALC based on ALC’s reasonable commercial judgment, or (b) the Facility to be substituted loses any licenses necessary to operate the same as determined an assisted living facility under applicable state laws (such loss of licensure not being deemed an Event of Default, provided ALC consummates a substitution in Landlord’s sole accordance with this MOU with respect to such unlicensed Facility). Upon a minimum of ninety (90) days prior written notice to LTC ( a “Substitution Notice”, which Substitution Notice shall include the information called for in Exhibit B hereto and absolute discretion. B. The Substitution shall be subject in a form reasonably acceptable to LTC) of ALC’s intent to effect such substitution, ALC shall have the fulfillment of right to substitute into the applicable Master Lease a Substitute Facility provided that all of the following terms additional conditions with regard to such Substitute Facility are met both at the time of the Substitution Notice and conditions: 1. The at the time of the closing of the substitution (any Substitute Property must: Facility satisfying said conditions shall be referred to as a “Qualifying Substitute Facility”): (i) the Substitute Facility has an equal or greater number of assisted living units as the original Facility being substituted out; (ii) the EBITDARM of the Substitute Facility for each of the trailing three (3) months and the trailing twenty-four (24) months, respectively, is equal to or greater than that of facility being substituted out; (iii) the Substitute Facility is free of any encumbrances or liens other than municipal and zoning ordinances and agreements entered thereunder, recorded building and use restrictions, recorded easements and similar matters of record, and unrecorded leases and occupancy agreements (such matters affecting title, the “Encumbrances”), none of which, considered individually or on a combined basis, adversely affect or diminish the use, value or operation of the Substitute Facility, and none of which differ materially in content, purpose or effect from the Encumbrances affecting title to the facility being substituted out; (iv) the Substitute Facility shall be in compliance with all state and federal regulations, including all licensing and operating requirements, all state and local building and zoning codes, and all other requirements necessary to operate the Substitute Facility as an assisted living facility; (v) the Substitute Facility shall be in compliance with all state and federal regulations and all other requirements necessary to allow a change of ownership (vi) the Substitute Facility be in material compliance with any applicable laws, rules or regulations governing the use, handling, storage and disposal of hazardous substances and that prior to the substitution ALC has delivered a Phase I Environmental report dated no more than six (6) months prior to the effective date of such substitution evidencing such compliance; (vi) there have been no more than two (2) prior substitutions under the Master Lease or this Section 1.2.4 consummated within the twelve (12) months preceding the date of the closing of the proposed substitution, and (vii) the Substitute Facility shall be in good physical and mechanical condition and repair and shall not require any capital improvements or repairs in excess of $30,000, which capital improvements shall either (a) be in as good condition and repair asfunded by ALC without reimbursement by LTC, and located in the same State as the Replaced Property or in another State acceptable to Landlord in Landlord’s sole and absolute discretion; (b) have a fair market value no less than the greater if funded or otherwise paid for by LTC, be treated as an expansion of the fair market value Facility in question and result in the adjustments to Minimum Rent provided for in Section 1.2.10 of this MOU, and in any event shall be undertaken and diligently pursued to completion by ALC within six (6) months of consummation of the Replaced Property (i) substitution. Each substitution under this Master Lease shall be treated as an exchange of property, with the result being that LTC shall be the owner of the date real property and improvements thereon of the Substitution Offer Qualifying Substitute Facility and (ii) as that ALC, Inc. shall be the owner of the applicable Commencement Date with respect to the Replaced Property (in each case, determined without regard to this Lease, but assuming that while this Lease has been in effect, Tenant has complied with all real property and improvements thereon of the terms and conditions of this Lease), as reasonably determined by Landlord; (c) have improvements which have a remaining useful life equivalent to, or longer than, that facility being substituted out of the improvements located at the Replaced Property; and (d) be conveyed to Landlord by special or limited warranty deed, free and clear of all liens and encumbrances, except such matters as are acceptable to Landlord in its sole discretion (the “Substitute Property Permitted Exceptions’’); 2. Landlord shall have inspected and approved, in Landlord’s sole discretion, the Substitute Property utilizing Landlord’s customary site inspection and underwriting approval criteria. Tenant shall have reimbursed Landlord for all of the actual costs and expenses incurred with respect to such proposed substitution, including, without limitation, Landlord’s and its lenders’ legal costs, third-party site inspectors’ costs and expenses with respect to the proposed Substitute Property. Tenant shall be solely responsible for the payment of all costs and expenses resulting from such proposed Substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of a title insurance policy for Landlord and its mortgagee, survey charges, stamp taxes, transfer fees, escrow and recording fees, the cost of any environmental inspections, income and transfer taxes imposed on Landlord as a result of such Substitution and the actual attorneys’ fees and expenses of counsel to Tenant and Landlord and Landlord’s lenders; 3. Landlord shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy of title insurance acceptable to Landlord (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Property is located) with any endorsements reasonably requested by Landlord for the proposed Substitute Property issued by a title company acceptable and committing to insure Landlord’s good and marketable title in the proposed Substitute Property, subject only to the Substitute Property Permitted Exceptions; 4. Landlord shall have received a current ALTA survey of the proposed Substitute Property, sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted; 5. no Event of Default shall have occurred; 6. Tenant shall have executed and delivered such documents as may be reasonably required by Landlord as a result of such substitution, including, without limitation, amendments to this Lease, a new SNDA and other documents required by Landlord’s Mortgagee, and a new Memorandum of Master Lease (the “Substitute DocumentsSubstituted Facility”). In connection with the foregoing, LTC shall have the Substituted Facility, on or before the date of substitution, released from any and all liens and encumbrances securing monetary obligations. ALC agrees to pay all of which documents LTC’s reasonable costs and out-of-pocket expenses in connection with good-faith efforts to consummate any substitution hereunder, whether or not such substitution is completed, excepting any principal and accrued interest to pay off monetary obligations secured by liens or encumbrances against the Substituted Facility. In addition, in lieu of LTC charging ALC for the actual time and efforts of its staff in processing a substitution hereunder, each time ALC delivers a Substitution Notice, together with that Substitution Notice ALC shall remit to LTC the sum of Ten Thousand Dollars ($10,000) as a flat and non-accountable fee to reimburse LTC for its internal overhead costs and overhead expenses devoted to effecting a substitution. ALC shall not have the right to effect a substitution of a Facility if any monetary lien on the Facility may not be voluntarily prepaid by LTC. Without limitation to the foregoing, ALC shall be responsible for all acceleration or prepayment charges (but not principal and accrued interest charges) incurred by LTC in form and substance reasonably satisfactory to Landlord, Tenant and Landlord’s Mortgagee (if applicable); 7connection with effecting a payoff of any liens or encumbrances. Tenant ALC shall have delivered the right to Landlord certificates inquire of insurance showing that insurance required by this Lease are in full force LTC regarding the existence of, and effect; and 8. To the extent required by Landlord’s MortgageLTC shall provide a written statement summarizing, the Landlord Mortgagee then currently applicable acceleration or prepayment charges associated with payoff of any liens or encumbrances affecting any Facility ALC is considering substituting, such summary to be provided to ALC prior to its election, if any, to deliver a Substitution Notice to LTC. Notwithstanding any of the forgoing, ALC shall not have consented the right to close any substitution of a Facility under either of the Master Leases during the last twenty-four (24) months of the Term (or any Extended Term) of said Master Lease unless ALC has given LTC its notice to extend the Term of the relevant Master Lease. Furthermore, ALC shall not be entitled to substitute any of the five (5) Facilities located in the State of Washington that are currently encumbered by Washington State Revenue Bonds (the “WA Bonds”) until December 2, 2015. ALC hereby agrees that it shall close, divest itself of, or lease the Substituted Facility to an unaffiliated third-party, but in any event ALC and its affiliates shall permanently cease to operate the Substituted Facility as an assisted living or other healthcare related facility within one (1) year of the effective date of such substitution. ALC’s failure to do so shall constitute an Event of Default under the applicable Master Lease. LTC and ALC hereby agree that the substitution of the proposed Substitute Property. C. Upon satisfaction of the requirements and conditions to the Substitution as set forth in this Section 46.A, on 1.2.4 represents the next scheduled Base Monthly Rental payment date (entire consideration for such Qualifying Substitute Facility and that there shall be no alteration of any Minimum Rent due under the “Substitution Date”); provided Tenant has paid applicable Master Lease to Landlord all Rent and all other sums and obligations then due and payable under this Lease as of the Substitution Date: 1. this Lease shall terminate solely with respect to the Replaced PropertyLTC, and the Substitute Property neither LTC nor ALC shall be deemed Substituted for entitled any other consideration whether in the Replaced Property hereunder; 2. the Substitute Property shall be referred to herein as a “Site’’ and included within the definition form of “Premises”; 3. the Substitute Documents shall be dated as of the Substitution Date; 4. the dollar amount allocated to the Replaced Property on Exhibit B-2 attached hereto shall instead be allocated to the Substituted Site; 5. all obligations of Landlord and Tenant shall cease as of the Substitution Date with respect to the Replaced Property; provided, however, Tenant’s obligations to Landlord with respect to the Replaced Property under any indemnification provisions of this Lease with respect to the Replaced Property and Tenant’s obligations to pay any sums (whether payable to Landlord cash or a third party) accruing under this Lease with respect to the Replaced Property prior to the Substitution Date shall survive the termination of this Lease with respect to the Replaced Property. This Lease shall, however, continue in full force and effect with respect to all other Sites; and 6. Landlord shall convey fee simple insurable title to the Replaced Property to Tenant “as-is” by special or limited warranty deed, subject to all matters of record (except for the Mortgage, if any, corresponding to the Site to be replaced and all other matters to which Tenant has consented to or for which Tenant is obligated to satisfy under the terms of this Lease, and without representation or warrantyotherwise. D. Notwithstanding anything to the contrary contained herein, this Section 46.A shall be of no further force or effect with respect to any Site or Sites from and after the transfer of such Site or Sites by the initial Landlord under this Lease to a third party.

RIGHT OF SUBSTITUTION. A. So long as Provided that there is no Event of Default has occurred and be continuing, prior to July 29, 2025, Tenant shall have the right to deliver an offer to Landlord (each, a “Substitution Offer”) with respect to no more than five (5) Sites in any twelve (12) month period and in no event more than twenty-five (25) Sites the aggregate, upon the following terms and conditions: 1. The Substitution Offer shall contain (i) the identity existing under either of the proposed substitute property (the “Substitute Property”) in reasonable detail and (ii) a certificate executed by a duly authorized officer of Tenant pursuant to which Tenant shall certify that in Tenant’s good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such Substitution, all of the applicable conditions to Substitution (defined below) set forth herein and (iii) the identity of the Site which Tenant proposes to replace with the Substitute Property (the “Replaced Property”). Tenant agrees to deliver to Landlord all of the diligence information and materials contemplated by the provisions of this Section 46.A within thirty (30) days after the delivery to Landlord of a Substitution Offer (the “Diligence Delivery Deadline”). 2. Landlord shall have sixty (60) days from the Diligence Delivery Deadline to deliver to Tenant written notice of its election, in Landlord’s sole and absolute discretion, to either accept or reject the Substitution Offer. Landlord’s failure to deliver such notice within such time period shall be deemed to constitute Landlord’s rejection of the Substitution Offer. If Landlord accepts the Substitution OfferMaster Leases, then Landlord shall use commercially reasonable efforts to complete such substitution (the “Substitution”), subject, however, subject to the satisfaction of each of the applicable terms and conditions set forth in this Section 46.A1.2.4, ALC may substitute into the applicable Master Lease one, or more, of the 122 assisted living facilities owned and operated by ALC/CHAL prior to EHSI’s acquisition of ALC, Inc. (a “Substitute Facility”). ALC may effect such a substitution in the event that (a) the Facility to be substituted under the applicable Master Lease becomes unprofitable to operate by ALC based on ALC’s reasonable commercial judgment, or (b) the Facility to be substituted loses any licenses necessary to operate the same as determined an assisted living facility under applicable state laws (such loss of licensure not being deemed an Event of Default, provided ALC consummates a substitution in Landlord’s sole and absolute discretionaccordance with this MOU with respect to such unlicensed Facility). B. The 36.18.1 Upon a minimum of ninety (90) days prior written notice to LTC (a “Substitution Notice”, which Substitution Notice shall include the information called for in Exhibit B hereto and shall be subject in a form reasonably acceptable to LTC) of ALC’s intent to effect such substitution, ALC shall have the fulfillment of right to substitute into the applicable Master Lease a Substitute Facility provided that all of the following terms additional conditions with regard to such Substitute Facility are met both at the time of the Substitution Notice and conditions: 1. The at the time of the closing of the substitution (any Substitute Property must: Facility satisfying said conditions shall be referred to as a “Qualifying Substitute Facility”): (i) the Substitute Facility has an equal or greater number of assisted living units as the original Facility being substituted out; (ii) the EBITDARM of the Substitute Facility for each of the trailing three (3) months and the trailing twenty-four (24) months, respectively, is equal to or greater than that of facility being substituted out; (iii) the Substitute Facility is free of any encumbrances or liens other than municipal and zoning ordinances and agreements entered thereunder, recorded building and use restrictions, recorded easements and similar matters of record, and unrecorded leases and occupancy agreements (such matters affecting title, the “Encumbrances”), none of which, considered individually or on a combined basis, adversely affect or diminish the use, value or operation of the Substitute Facility, and none of which differ materially in content, purpose or effect from the Encumbrances affecting title to the facility being substituted out; (iv) the Substitute Facility shall be in compliance with all state and federal regulations, including all licensing and operating requirements, all state and local building and zoning codes, and all other requirements necessary to operate the Substitute Facility as an assisted living facility; (v) the Substitute Facility shall be in compliance with all state and federal regulations and all other requirements necessary to allow a change of ownership (vi) the Substitute Facility be in material compliance with any applicable laws, rules or regulations governing the use, handling, storage and disposal of hazardous substances and that prior to the substitution ALC has delivered a Phase I Environmental report dated no more than six (6) months prior to the effective date of such substitution evidencing such compliance; (vi) there have been no more than two (2) prior substitutions under the Master Lease or this Section 1.2.4 consummated within the twelve (12) months preceding the date of the closing of the proposed substitution, and (vii) the Substitute Facility shall be in good physical and mechanical condition and repair and shall not require any capital improvements or repairs in excess of $30,000, which capital improvements shall either (a) be in as good condition and repair asfunded by ALC without reimbursement by LTC, and located in the same State as the Replaced Property or in another State acceptable to Landlord in Landlord’s sole and absolute discretion; (b) have a fair market value no less than the greater if funded or otherwise paid for by LTC, be treated as an expansion of the fair market value Facility in question and result in the adjustments to Minimum Rent provided for in Section 1.2.10 of this MOU, and in any event shall be undertaken and diligently pursued to completion by ALC within six (6) months of consummation of the Replaced Property (i) substitution. 36.18.2 Each substitution under this Master Lease shall be treated as an exchange of property, with the result being that LTC shall be the owner of the date real property and improvements thereon of the Substitution Offer Qualifying Substitute Facility and (ii) as that ALC, Inc. shall be the owner of the applicable Commencement Date with respect to the Replaced Property (in each case, determined without regard to this Lease, but assuming that while this Lease has been in effect, Tenant has complied with all real property and improvements thereon of the terms and conditions of this Lease), as reasonably determined by Landlord; (c) have improvements which have a remaining useful life equivalent to, or longer than, that facility being substituted out of the improvements located at the Replaced Property; and (d) be conveyed to Landlord by special or limited warranty deed, free and clear of all liens and encumbrances, except such matters as are acceptable to Landlord in its sole discretion (the “Substitute Property Permitted Exceptions’’); 2. Landlord shall have inspected and approved, in Landlord’s sole discretion, the Substitute Property utilizing Landlord’s customary site inspection and underwriting approval criteria. Tenant shall have reimbursed Landlord for all of the actual costs and expenses incurred with respect to such proposed substitution, including, without limitation, Landlord’s and its lenders’ legal costs, third-party site inspectors’ costs and expenses with respect to the proposed Substitute Property. Tenant shall be solely responsible for the payment of all costs and expenses resulting from such proposed Substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of a title insurance policy for Landlord and its mortgagee, survey charges, stamp taxes, transfer fees, escrow and recording fees, the cost of any environmental inspections, income and transfer taxes imposed on Landlord as a result of such Substitution and the actual attorneys’ fees and expenses of counsel to Tenant and Landlord and Landlord’s lenders; 3. Landlord shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy of title insurance acceptable to Landlord (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Property is located) with any endorsements reasonably requested by Landlord for the proposed Substitute Property issued by a title company acceptable and committing to insure Landlord’s good and marketable title in the proposed Substitute Property, subject only to the Substitute Property Permitted Exceptions; 4. Landlord shall have received a current ALTA survey of the proposed Substitute Property, sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted; 5. no Event of Default shall have occurred; 6. Tenant shall have executed and delivered such documents as may be reasonably required by Landlord as a result of such substitution, including, without limitation, amendments to this Lease, a new SNDA and other documents required by Landlord’s Mortgagee, and a new Memorandum of Master Lease (the “Substitute DocumentsSubstituted Facility”). In connection with the foregoing, LTC shall have the Substituted Facility, on or before the date of substitution, released from any and all liens and encumbrances securing monetary obligations. 36.18.3 ALC agrees to pay all of which documents LTC’s reasonable costs and out-of-pocket expenses in connection with good-faith efforts to consummate any substitution hereunder, whether or not such substitution is completed, excepting any principal and accrued interest to pay off monetary obligations secured by liens or encumbrances against the Substituted Facility. In addition, in lieu of LTC charging ALC for the actual time and efforts of its staff in processing a substitution hereunder, each time ALC delivers a Substitution Notice, together with that Substitution Notice ALC shall remit to LTC the sum of Ten Thousand Dollars ($10,000) as a flat and non-accountable fee to reimburse LTC for its internal overhead costs and overhead expenses devoted to effecting a substitution. 36.18.4 ALC shall not have the right to effect a substitution of a Facility if any monetary lien on the Facility may not be voluntarily prepaid by LTC. Without limitation to the foregoing, ALC shall be responsible for all acceleration or prepayment charges (but not principal and accrued interest charges) incurred by LTC in form and substance reasonably satisfactory to Landlord, Tenant and Landlord’s Mortgagee (if applicable); 7connection with effecting a payoff of any liens or encumbrances. Tenant ALC shall have delivered the right to Landlord certificates inquire of insurance showing that insurance required by this Lease are in full force LTC regarding the existence of, and effect; and 8. To the extent required by Landlord’s MortgageLTC shall provide a written statement summarizing, the Landlord Mortgagee then currently applicable acceleration or prepayment charges associated with payoff of any liens or encumbrances affecting any Facility ALC is considering substituting, such summary to be provided to ALC prior to its election, if any, to deliver a Substitution Notice to LTC. 36.18.5 Notwithstanding any of the forgoing, ALC shall not have consented the right to close any substitution of a Facility under either of the Master Leases during the last twenty-four (24) months of the Term (or any Extended Term) of said Master Lease unless ALC has given LTC its notice to extend the Term of the relevant Master Lease. 36.18.6 Furthermore, ALC shall not be entitled to substitute any of the five (5) Facilities located in the State of Washington that are currently encumbered by Washington State Revenue Bonds (the “WA Bonds”) until December 2, 2015. 36.18.7 ALC hereby agrees that it shall close, divest itself of, or lease the Substituted Facility to an unaffiliated third-party, but in any event ALC and its affiliates shall permanently cease to operate the Substituted Facility as an assisted living or other healthcare related facility within one (1) year of the effective date of such substitution. ALC’s failure to do so shall constitute an Event of Default under the applicable Master Lease. 36.18.8 LTC and ALC hereby agree that the substitution of the proposed Substitute Property. C. Upon satisfaction of the requirements and conditions to the Substitution as set forth in this Section 46.A, on 1.2.4 represents the next scheduled Base Monthly Rental payment date (entire consideration for such Qualifying Substitute Facility and that there shall be no alteration of any Minimum Rent due under the “Substitution Date”); provided Tenant has paid applicable Master Lease to Landlord all Rent and all other sums and obligations then due and payable under this Lease as of the Substitution Date: 1. this Lease shall terminate solely with respect to the Replaced PropertyLTC, and the Substitute Property neither LTC nor ALC shall be deemed Substituted for entitled any other consideration whether in the Replaced Property hereunder; 2. the Substitute Property shall be referred to herein as a “Site’’ and included within the definition form of “Premises”; 3. the Substitute Documents shall be dated as of the Substitution Date; 4. the dollar amount allocated to the Replaced Property on Exhibit B-2 attached hereto shall instead be allocated to the Substituted Site; 5. all obligations of Landlord and Tenant shall cease as of the Substitution Date with respect to the Replaced Property; provided, however, Tenant’s obligations to Landlord with respect to the Replaced Property under any indemnification provisions of this Lease with respect to the Replaced Property and Tenant’s obligations to pay any sums (whether payable to Landlord cash or a third party) accruing under this Lease with respect to the Replaced Property prior to the Substitution Date shall survive the termination of this Lease with respect to the Replaced Property. This Lease shall, however, continue in full force and effect with respect to all other Sites; and 6. Landlord shall convey fee simple insurable title to the Replaced Property to Tenant “as-is” by special or limited warranty deed, subject to all matters of record (except for the Mortgage, if any, corresponding to the Site to be replaced and all other matters to which Tenant has consented to or for which Tenant is obligated to satisfy under the terms of this Lease, and without representation or warrantyotherwise. D. Notwithstanding anything to the contrary contained herein, this Section 46.A shall be of no further force or effect with respect to any Site or Sites from and after the transfer of such Site or Sites by the initial Landlord under this Lease to a third party.

RIGHT OF SUBSTITUTION. A. So long as no Event of Default has occurred and be continuing, prior to July 29, 2025, Tenant shall have the right to deliver an offer to Landlord (each, a “Substitution Offer”) with respect to no more than five (5) Sites in any twelve (12) month period and in no event more than twenty-five (25) Sites the aggregate, upon the following terms and conditions: 1. The Substitution Offer shall contain (i) the identity of the proposed substitute property (the “Substitute Property”) in reasonable detail and (ii) a certificate executed by a duly authorized officer of Tenant pursuant to which Tenant shall certify that in Tenant’s good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such Substitution, all of the applicable conditions to Substitution (defined below) set forth herein and (iii) the identity of the Site which Tenant proposes to replace with the Substitute Property (the “Replaced Property”). Tenant agrees to deliver to Landlord all of the diligence information and materials contemplated by the provisions of this Section 46.A within thirty (30) days after the delivery to Landlord of a Substitution Offer (the “Diligence Delivery Deadline”). 2. Landlord shall have sixty (60) days from the Diligence Delivery Deadline to deliver to Tenant written notice of its election, in Landlord’s sole and absolute discretion, to either accept or reject the Substitution Offer. Landlord’s failure to deliver such notice within such time period shall be deemed to constitute Landlord’s rejection of the Substitution Offer. If Landlord accepts the Substitution Offer, then Landlord shall use commercially reasonable efforts to complete such substitution (the “Substitution”), subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 46.A, as determined in Landlord’s sole and absolute discretion. B. The Substitution shall be subject to the fulfillment of all of the following terms and conditions: 1. The Substitute Property must: (a) be in as good condition and repair as, and located in the same State as the Replaced Property or in another State acceptable to Landlord in Landlord’s sole and absolute discretion; (b) have a fair market value no less than the greater of the fair market value of the Replaced Property (i) as of the date of the Substitution Offer and (ii) as of the applicable Commencement Date with respect to the Replaced Property (in each case, determined without regard to this Lease, but assuming that while this Lease has been in effect, Tenant has complied with all of the terms and conditions of this Lease), as reasonably determined by Landlord; (c) have improvements which have a remaining useful life equivalent to, or longer than, that of the improvements located at the Replaced Property; and (d) be conveyed to Landlord by special or limited warranty deed, free and clear of all liens and encumbrances, except such matters as are acceptable to Landlord in its sole discretion (the “Substitute Property Permitted Exceptions’’); 2. Landlord shall have inspected and approved, in Landlord’s sole discretion, the Substitute Property utilizing Landlord’s customary site inspection and underwriting approval criteria. Tenant shall have reimbursed Landlord for all of the actual costs and expenses incurred with respect to such proposed substitution, including, without limitation, Landlord’s and its lenders’ legal costs, third-party site inspectors’ costs and expenses with respect to the proposed Substitute Property. Tenant shall be solely responsible for the payment of all costs and expenses resulting from such proposed Substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of a title insurance policy for Landlord and its mortgagee, survey charges, stamp taxes, transfer fees, escrow and recording fees, the cost of any environmental inspections, income and transfer taxes imposed on Landlord as a result of such Substitution and the actual attorneys’ fees and expenses of counsel to Tenant and Landlord and Landlord’s lenders; 3. Landlord shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy of title insurance acceptable to Landlord (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Property is located) with any endorsements reasonably requested by Landlord for the proposed Substitute Property issued by a title company acceptable and committing to insure Landlord’s good and marketable title in the proposed Substitute Property, subject only to the Substitute Property Permitted Exceptions; 4. Landlord shall have received a current ALTA survey of the proposed Substitute Property, sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted; 5. no Event of Default shall have occurred; 6. Tenant shall have executed and delivered such documents as may be reasonably required by Landlord as a result of such substitution, including, without limitation, amendments to this Lease, a new SNDA and other documents required by Landlord’s Mortgagee, and a new Memorandum of Lease (the “Substitute Documents”), all of which documents shall be in form and substance reasonably satisfactory to Landlord, Tenant and Landlord’s Mortgagee (if applicable); 7. Tenant shall have delivered to Landlord certificates of insurance showing that insurance required by this Lease are in full force and effect; and 8. To the extent required by Landlord’s Mortgage, the Landlord Mortgagee shall have consented to the substitution of the proposed Substitute Property. C. Upon satisfaction of the requirements and conditions to the Substitution set forth in this Section 46.A, on the next scheduled Base Monthly Rental payment date (the “Substitution Date”); provided Tenant has paid to Landlord all Rent and all other sums and obligations then due and payable under this Lease as of the Substitution Date: 1. this Lease shall terminate solely with respect to the Replaced Property, and the Substitute Property shall be deemed Substituted for the Replaced Property hereunder; 2. the Substitute Property shall be referred to herein as a “Site’’ and included within the definition of “Premises”; 3. the Substitute Documents shall be dated as of the Substitution Date; 4. the dollar amount allocated to the Replaced Property on Exhibit B-2 attached hereto shall instead be allocated to the Substituted Site; 5. all obligations of Landlord and Tenant shall cease as of the Substitution Date with respect to the Replaced Property; provided, however, Tenant’s obligations to Landlord with respect to the Replaced Property under any indemnification provisions of this Lease with respect to the Replaced Property and Tenant’s obligations to pay any sums (whether payable to Landlord or a third party) accruing under this Lease with respect to the Replaced Property prior to the Substitution Date shall survive the termination of this Lease with respect to the Replaced Property. This Lease shall, however, continue in full force and effect with respect to all other Sites; and 6. Landlord shall convey fee simple insurable title to the Replaced Property to Tenant “as-is” by special or limited warranty deed, subject to all matters of record (except for the Mortgage, if any, corresponding to the Site to be replaced and all other matters to which Tenant has consented to or for which Tenant is obligated to satisfy under the terms of this Lease, and without representation or warranty. D. Notwithstanding anything to the contrary contained herein, this Section 46.A shall be of no further force or effect with respect to any Site or Sites from and after the transfer of such Site or Sites by the initial Landlord under this Lease to a third party.

RIGHT OF SUBSTITUTION. A. So long as no Event of Default has occurred and be continuing, prior to July 29, 2025the fifth (5th) anniversary of the Effective Date, Tenant shall have the right to deliver an offer to Landlord (each, a “Substitution Offer”) with respect to no more than five (5) Sites in any twelve (12) month period and in no event more than twenty-five (25) Sites the aggregate, upon the following terms and conditions: 1. The Substitution Offer shall contain (i) the identity of the proposed substitute property (the “Substitute Property”) in reasonable detail and (ii) a certificate executed by a duly authorized officer of Tenant pursuant to which Tenant shall certify that in Tenant’s good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such Substitution, all of the applicable conditions to Substitution (defined below) set forth herein and (iii) the identity of the Site which Tenant proposes to replace with the Substitute Property (the “Replaced Property”). Tenant agrees to deliver to Landlord all of the diligence information and materials contemplated by the provisions of this Section 46.A within thirty (30) days after the delivery to Landlord of a Substitution Offer (the “Diligence Delivery Deadline”). 2. Landlord shall have sixty (60) days from the Diligence Delivery Deadline to deliver to Tenant written notice of its election, in Landlord’s sole and absolute discretion, to either accept or reject the Substitution Offer. Landlord’s failure to deliver such notice within such time period shall be deemed to constitute Landlord’s rejection of the Substitution Offer. If Landlord accepts the Substitution Offer, then Landlord shall use commercially reasonable efforts to complete such substitution (the “Substitution”), subject, however, to the satisfaction of each of the applicable terms and conditions set forth in this Section 46.A, as determined in Landlord’s sole and absolute discretion. B. The Substitution shall be subject to the fulfillment of all of the following terms and conditions: 1. The Substitute Property must: (a) be in as good condition and repair as, and located in the same State as the Replaced Property or in another State acceptable to Landlord in Landlord’s sole and absolute discretion; (b) have a fair market value no less than the greater of the fair market value of the Replaced Property (i) as of the date of the Substitution Offer and (ii) as of the applicable Commencement Effective Date with respect to the Replaced Property (in each case, determined without regard to this Lease, but assuming that while this Lease has been in effect, Tenant has complied with all of the terms and conditions of this Lease), as reasonably determined by Landlord; (c) have improvements which have a remaining useful life equivalent to, or longer than, that of the improvements located at the Replaced Property; and (d) be conveyed to Landlord by special or limited warranty deed, free and clear of all liens and encumbrances, except such matters as are acceptable to Landlord in its sole discretion (the “Substitute Property Permitted Exceptions’’); 2. Landlord shall have inspected and approved, in Landlord’s sole discretion, the Substitute Property utilizing Landlord’s customary site inspection and underwriting approval criteria. Tenant shall have reimbursed Landlord for all of the actual costs and expenses incurred with respect to such proposed substitution, including, without limitation, Landlord’s and its lenders’ legal costs, third-party site inspectors’ costs and expenses with respect to the proposed Substitute Property. Tenant shall be solely responsible for the payment of all costs and expenses resulting from such proposed Substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of a title insurance policy for Landlord and its mortgagee, survey charges, stamp taxes, transfer fees, escrow and recording fees, the cost of any environmental inspections, income and transfer taxes imposed on Landlord as a result of such Substitution and the actual attorneys’ fees and expenses of counsel to Tenant and Landlord and Landlord’s lenders; 3. Landlord shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy of title insurance acceptable to Landlord (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Property is located) with any endorsements reasonably requested by Landlord for the proposed Substitute Property issued by a title company acceptable and committing to insure Landlord’s good and marketable title in the proposed Substitute Property, subject only to the Substitute Property Permitted Exceptions; 4. Landlord shall have received a current ALTA survey of the proposed Substitute Property, sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted; 5. no Event of Default shall have occurred; 6. Tenant shall have executed and delivered such documents as may be reasonably required by Landlord as a result of such substitution, including, without limitation, amendments to this Lease, a new SNDA and other documents required by Landlord’s Mortgagee, and a new Memorandum of Lease (the “Substitute Documents”), all of which documents shall be in form and substance reasonably satisfactory to Landlord, Tenant and Landlord’s Mortgagee (if applicable); 7. Tenant shall have delivered to Landlord certificates of insurance showing that insurance required by this Lease are in full force and effect; and 8. To the extent required by Landlord’s Mortgage, the Landlord Mortgagee shall have consented to the substitution of the proposed Substitute Property. C. Upon satisfaction of the requirements and conditions to the Substitution set forth in this Section 46.A, on the next scheduled Base Monthly Rental payment date (the “Substitution Date”); provided Tenant has paid to Landlord all Rent and all other sums and obligations then due and payable under this Lease as of the Substitution Date: 1. this Lease shall terminate solely with respect to the Replaced Property, and the Substitute Property shall be deemed Substituted for the Replaced Property hereunder; 2. the Substitute Property shall be referred to herein as a “Site’’ and included within the definition of “Premises”; 3. the Substitute Documents shall be dated as of the Substitution Date; 4. the dollar amount allocated to the Replaced Property on Exhibit B-2 attached hereto shall instead be allocated to the Substituted Site; 5. all obligations of Landlord and Tenant shall cease as of the Substitution Date with respect to the Replaced Property; provided, however, Tenant’s obligations to Landlord with respect to the Replaced Property under any indemnification provisions of this Lease with respect to the Replaced Property and Tenant’s obligations to pay any sums (whether payable to Landlord or a third party) accruing under this Lease with respect to the Replaced Property prior to the Substitution Date shall survive the termination of this Lease with respect to the Replaced Property. This Lease shall, however, continue in full force and effect with respect to all other Sites; and 6. Landlord shall convey fee simple insurable title to the Replaced Property to Tenant “as-is” by special or limited warranty deed, subject to all matters of record (except for the Mortgage, if any, corresponding to the Site to be replaced and all other matters to which Tenant has consented to or for which Tenant is obligated to satisfy under the terms of this Lease, and without representation or warranty. D. Notwithstanding anything to the contrary contained herein, this Section 46.A shall be of no further force or effect with respect to any Site or Sites from and after the transfer of such Site or Sites by the initial Landlord under this Lease to a third party.

RIGHT OF SUBSTITUTION. A. So long as Provided that there is no Event of Default has occurred and be continuing, prior to July 29, 2025, Tenant shall have the right to deliver an offer to Landlord (each, a “Substitution Offer”) with respect to no more than five (5) Sites in any twelve (12) month period and in no event more than twenty-five (25) Sites the aggregate, upon the following terms and conditions: 1. The Substitution Offer shall contain (i) the identity existing under either of the proposed substitute property (the “Substitute Property”) in reasonable detail and (ii) a certificate executed by a duly authorized officer of Tenant pursuant to which Tenant shall certify that in Tenant’s good faith judgment such proposed Substitute Property satisfies as of the date of such notice, or will satisfy as of the date of the closing of such Substitution, all of the applicable conditions to Substitution (defined below) set forth herein and (iii) the identity of the Site which Tenant proposes to replace with the Substitute Property (the “Replaced Property”). Tenant agrees to deliver to Landlord all of the diligence information and materials contemplated by the provisions of this Section 46.A within thirty (30) days after the delivery to Landlord of a Substitution Offer (the “Diligence Delivery Deadline”). 2. Landlord shall have sixty (60) days from the Diligence Delivery Deadline to deliver to Tenant written notice of its election, in Landlord’s sole and absolute discretion, to either accept or reject the Substitution Offer. Landlord’s failure to deliver such notice within such time period shall be deemed to constitute Landlord’s rejection of the Substitution Offer. If Landlord accepts the Substitution OfferMaster Leases, then Landlord shall use commercially reasonable efforts to complete such substitution (the “Substitution”), subject, however, subject to the satisfaction of each of the applicable terms and conditions set forth in this Section 46.A1.2.4, ALC may substitute into the applicable Master Lease one, or more, of the 122 assisted living facilities owned and operated by ALC/CHAL prior to EHSI’s acquisition of ALC, Inc. (a “Substitute Facility”). ALC may effect such a substitution in the event that (a) the Facility to be substituted under the applicable Master Lease becomes unprofitable to operate by ALC based on ALC’s reasonable commercial judgment, or (b) the Facility to be substituted loses any licenses necessary to operate the same as determined an assisted living facility under applicable state laws (such loss of licensure not being deemed an Event of Default, provided ALC consummates a substitution in Landlord’s sole and absolute discretionaccordance with this MOU with respect to such unlicensed Facility). B. The 36.17.1 Upon a minimum of ninety (90) days prior written notice to LTC ( a “Substitution Notice”, which Substitution Notice shall include the information called for in Exhibit B hereto and shall be subject in a form reasonably acceptable to LTC) of ALC’s intent to effect such substitution, ALC shall have the fulfillment of right to substitute into the applicable Master Lease a Substitute Facility provided that all of the following terms additional conditions with regard to such Substitute Facility are met both at the time of the Substitution Notice and conditions: 1. The at the time of the closing of the substitution (any Substitute Property must: Facility satisfying said conditions shall be referred to as a “Qualifying Substitute Facility”): (i) the Substitute Facility has an equal or greater number of assisted living units as the original Facility being substituted out; (ii) the EBITDARM of the Substitute Facility for each of the trailing three (3) months and the trailing twenty-four (24) months, respectively, is equal to or greater than that of facility being substituted out; (iii) the Substitute Facility is free of any encumbrances or liens other than municipal and zoning ordinances and agreements entered thereunder, recorded building and use restrictions, recorded easements and similar matters of record, and unrecorded leases and occupancy agreements (such matters affecting title, the “Encumbrances”), none of which, considered individually or on a combined basis, adversely affect or diminish the use, value or operation of the Substitute Facility, and none of which differ materially in content, purpose or effect from the Encumbrances affecting title to the facility being substituted out; (iv) the Substitute Facility shall be in compliance with all state and federal regulations, including all licensing and operating requirements, all state and local building and zoning codes, and all other requirements necessary to operate the Substitute Facility as an assisted living facility; (v) the Substitute Facility shall be in compliance with all state and federal regulations and all other requirements necessary to allow a change of ownership (vi) the Substitute Facility be in material compliance with any applicable laws, rules or regulations governing the use, handling, storage and disposal of hazardous substances and that prior to the substitution ALC has delivered a Phase I Environmental report dated no more than six (6) months prior to the effective date of such substitution evidencing such compliance; (vi) there have been no more than two (2) prior substitutions under the Master Lease or this Section 1.2.4 consummated within the twelve (12) months preceding the date of the closing of the proposed substitution, and (vii) the Substitute Facility shall be in good physical and mechanical condition and repair and shall not require any capital improvements or repairs in excess of $30,000, which capital improvements shall either (a) be in as good condition and repair asfunded by ALC without reimbursement by LTC, and located in the same State as the Replaced Property or in another State acceptable to Landlord in Landlord’s sole and absolute discretion; (b) have a fair market value no less than the greater if funded or otherwise paid for by LTC, be treated as an expansion of the fair market value Facility in question and result in the adjustments to Minimum Rent provided for in Section 1.2.10 of this MOU, and in any event shall be undertaken and diligently pursued to completion by ALC within six (6) months of consummation of the Replaced Property (i) substitution. 36.17.2 Each substitution under this Master Lease shall be treated as an exchange of property, with the result being that LTC shall be the owner of the date real property and improvements thereon of the Substitution Offer Qualifying Substitute Facility and (ii) as that ALC, Inc. shall be the owner of the applicable Commencement Date with respect to the Replaced Property (in each case, determined without regard to this Lease, but assuming that while this Lease has been in effect, Tenant has complied with all real property and improvements thereon of the terms and conditions of this Lease), as reasonably determined by Landlord; (c) have improvements which have a remaining useful life equivalent to, or longer than, that facility being substituted out of the improvements located at the Replaced Property; and (d) be conveyed to Landlord by special or limited warranty deed, free and clear of all liens and encumbrances, except such matters as are acceptable to Landlord in its sole discretion (the “Substitute Property Permitted Exceptions’’); 2. Landlord shall have inspected and approved, in Landlord’s sole discretion, the Substitute Property utilizing Landlord’s customary site inspection and underwriting approval criteria. Tenant shall have reimbursed Landlord for all of the actual costs and expenses incurred with respect to such proposed substitution, including, without limitation, Landlord’s and its lenders’ legal costs, third-party site inspectors’ costs and expenses with respect to the proposed Substitute Property. Tenant shall be solely responsible for the payment of all costs and expenses resulting from such proposed Substitution, regardless of whether such substitution is consummated, including, without limitation, the cost of a title insurance policy for Landlord and its mortgagee, survey charges, stamp taxes, transfer fees, escrow and recording fees, the cost of any environmental inspections, income and transfer taxes imposed on Landlord as a result of such Substitution and the actual attorneys’ fees and expenses of counsel to Tenant and Landlord and Landlord’s lenders; 3. Landlord shall have received a preliminary title report and irrevocable commitment to insure title by means of an ALTA extended coverage owner’s policy of title insurance acceptable to Landlord (or its equivalent, in the event such form is not issued in the jurisdiction where the proposed Substitute Property is located) with any endorsements reasonably requested by Landlord for the proposed Substitute Property issued by a title company acceptable and committing to insure Landlord’s good and marketable title in the proposed Substitute Property, subject only to the Substitute Property Permitted Exceptions; 4. Landlord shall have received a current ALTA survey of the proposed Substitute Property, sufficient to cause the standard survey exceptions set forth in the title policy referred to in the preceding subsection to be deleted; 5. no Event of Default shall have occurred; 6. Tenant shall have executed and delivered such documents as may be reasonably required by Landlord as a result of such substitution, including, without limitation, amendments to this Lease, a new SNDA and other documents required by Landlord’s Mortgagee, and a new Memorandum of Master Lease (the “Substitute DocumentsSubstituted Facility”). In connection with the foregoing, LTC shall have the Substituted Facility, on or before the date of substitution, released from any and all liens and encumbrances securing monetary obligations. 36.17.3 ALC agrees to pay all of which documents LTC’s reasonable costs and out-of-pocket expenses in connection with good-faith efforts to consummate any substitution hereunder, whether or not such substitution is completed, excepting any principal and accrued interest to pay off monetary obligations secured by liens or encumbrances against the Substituted Facility. In addition, in lieu of LTC charging ALC for the actual time and efforts of its staff in processing a substitution hereunder, each time ALC delivers a Substitution Notice, together with that Substitution Notice ALC shall remit to LTC the sum of Ten Thousand Dollars ($10,000) as a flat and non-accountable fee to reimburse LTC for its internal overhead costs and overhead expenses devoted to effecting a substitution. 36.17.4 ALC shall not have the right to effect a substitution of a Facility if any monetary lien on the Facility may not be voluntarily prepaid by LTC. Without limitation to the foregoing, ALC shall be responsible for all acceleration or prepayment charges (but not principal and accrued interest charges) incurred by LTC in form and substance reasonably satisfactory to Landlord, Tenant and Landlord’s Mortgagee (if applicable); 7connection with effecting a payoff of any liens or encumbrances. Tenant ALC shall have delivered the right to Landlord certificates inquire of insurance showing that insurance required by this Lease are in full force LTC regarding the existence of, and effect; and 8. To the extent required by Landlord’s MortgageLTC shall provide a written statement summarizing, the Landlord Mortgagee then currently applicable acceleration or prepayment charges associated with payoff of any liens or encumbrances affecting any Facility ALC is considering substituting, such summary to be provided to ALC prior to its election, if any, to deliver a Substitution Notice to LTC. 36.17.5 Notwithstanding any of the forgoing, ALC shall not have consented the right to close any substitution of a Facility under either of the Master Leases during the last twenty-four (24) months of the Term (or any Extended Term) of said Master Lease unless ALC has given LTC its notice to extend the Term of the relevant Master Lease. 36.17.6 Furthermore, ALC shall not be entitled to substitute any of the five (5) Facilities located in the State of Washington that are currently encumbered by Washington State Revenue Bonds (the “WA Bonds”) until December 2, 2015. 36.17.7 ALC hereby agrees that it shall close, divest itself of, or lease the Substituted Facility to an unaffiliated third-party, but in any event ALC and its affiliates shall permanently cease to operate the Substituted Facility as an assisted living or other healthcare related facility within one (1) year of the effective date of such substitution. ALC’s failure to do so shall constitute an Event of Default under the applicable Master Lease. 36.17.8 LTC and ALC hereby agree that the substitution of the proposed Substitute Property. C. Upon satisfaction of the requirements and conditions to the Substitution as set forth in this Section 46.A, on 1.2.4 represents the next scheduled Base Monthly Rental payment date (entire consideration for such Qualifying Substitute Facility and that there shall be no alteration of any Minimum Rent due under the “Substitution Date”); provided Tenant has paid applicable Master Lease to Landlord all Rent and all other sums and obligations then due and payable under this Lease as of the Substitution Date: 1. this Lease shall terminate solely with respect to the Replaced PropertyLTC, and the Substitute Property neither LTC nor ALC shall be deemed Substituted for entitled any other consideration whether in the Replaced Property hereunder; 2. the Substitute Property shall be referred to herein as a “Site’’ and included within the definition form of “Premises”; 3. the Substitute Documents shall be dated as of the Substitution Date; 4. the dollar amount allocated to the Replaced Property on Exhibit B-2 attached hereto shall instead be allocated to the Substituted Site; 5. all obligations of Landlord and Tenant shall cease as of the Substitution Date with respect to the Replaced Property; provided, however, Tenant’s obligations to Landlord with respect to the Replaced Property under any indemnification provisions of this Lease with respect to the Replaced Property and Tenant’s obligations to pay any sums (whether payable to Landlord cash or a third party) accruing under this Lease with respect to the Replaced Property prior to the Substitution Date shall survive the termination of this Lease with respect to the Replaced Property. This Lease shall, however, continue in full force and effect with respect to all other Sites; and 6. Landlord shall convey fee simple insurable title to the Replaced Property to Tenant “as-is” by special or limited warranty deed, subject to all matters of record (except for the Mortgage, if any, corresponding to the Site to be replaced and all other matters to which Tenant has consented to or for which Tenant is obligated to satisfy under the terms of this Lease, and without representation or warrantyotherwise. D. Notwithstanding anything to the contrary contained herein, this Section 46.A shall be of no further force or effect with respect to any Site or Sites from and after the transfer of such Site or Sites by the initial Landlord under this Lease to a third party.