Common use of Borrowing Base Properties Clause in Contracts

Borrowing Base Properties. Neither the Parent nor any Borrower shall, nor shall it permit any other Credit Party to, directly or indirectly: (a) Use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Borrowing Base Properties by any tenant, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would have a Material Property Event with respect to any Borrowing Base Property or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a) commercially unreasonable (including by way of increased premium); (b) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws; (c) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (d) Do any act, or suffer to be done any act by any Credit Party or any of its Affiliates, which would reasonably be expected to cause a Material Property Event (including by way of negligent act); or (e) Without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld or delayed), permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereof.

Borrowing Base Properties. Neither the Parent nor any Borrower shall, nor shall it permit any other Credit Party to, directly Directly or indirectly: (a) Use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Borrowing Base Properties by any tenant, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would have a Material Property Event with respect to any Borrowing Base Property Adverse Effect or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a) 7.07 commercially unreasonable (including by way of increased premium); (b) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other LawsLaws to the extent that any of the foregoing would result in a Material Property Event; (c) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipalitymunicipality to the extent that any of the foregoing could reasonably be expected to result in a Material Property Event; (d) Do any act, or suffer to be done any act by any Credit Loan Party or any of its Affiliates, which would reasonably be expected to cause a Material materially decrease the value of any Borrowing Base Property Event (including by way of negligent act); or (e) Without the prior written consent of all the Required Lenders allow there to be less than ten (which consent shall not be unreasonably withheld or delayed), permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel10) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereofProperties.

Borrowing Base Properties. Neither the Parent nor any Borrower shall, nor shall it permit any other Credit Party to, directly Directly or indirectly: (a) Use use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Borrowing Base Properties by any tenant, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would have cause a Material Property Event with respect to any Borrowing Base Property or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a) 7.07 commercially unreasonable (including by way of increased premium); (b) Without without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld withheld, conditioned or delayed), initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws, and in all cases would cause a Material Property Event; (c) Without without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base PropertyProperty which would cause a Material Property Event, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (d) Do do any act, or suffer to be done any act by any Credit Loan Party or any of its Affiliates, which would reasonably be expected to cause a Material materially decrease the value of any Borrowing Base Property Event (including by way of negligent act); (e) permit or cause the aggregate occupancy rate of the Borrowing Base Properties to be less than eighty five percent (85%), provided that the Borrower shall be permitted to cure any such failure to satisfy such aggregate occupancy requirement within ten (10) Business Days of the failure to so comply by removing a Borrowing Base Property in accordance with Section 4.08 and/or requesting the admission of a Borrowing Base Property pursuant to Section 4.03, and obtaining the approval of the Administrative Agent to the admission of a Borrowing Base Property, in order to satisfy the minimum aggregate occupancy rate set forth above; or (ef) Without without the prior written consent of all the Required Lenders allow there to be less than ten (which consent shall not be unreasonably withheld or delayed), permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel10) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereofProperties.

Borrowing Base Properties. Neither the Parent nor any Borrower shall, nor shall it permit any other Credit Party to, directly or indirectly: (a) Use or occupy or conduct any activity on, or knowingly permit allow the use or occupancy of or the conduct of any activity on any Borrowing Base Properties by any tenant, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would have a Material Property Event with respect to any Borrowing Base Property or which makes void, voidable, or cancelable any insurance held by Borrower or any of its Subsidiaries on such Borrowing Base Properties then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a) 6.5 commercially unreasonable (including by way of increased premium); (ba) Without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other LawsRequirement of Law, in each case, in a manner that would materially interfere with the use or operation of such Borrowing Base Property; (cb) Without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, (i) except as permitted by Section 7.3(f), impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, Property or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (dc) Do Suffer, permit or initiate the joint assessment of any actBorrowing Base Property (i) with any other real property constituting a tax lot separate from such Borrowing Base Property, and (ii) which constitutes real property with any portion of such Borrowing Base Property which may be deemed to constitute personal property, or suffer any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to be done any act by any Credit Party or any such real property portion of its Affiliates, which would reasonably be expected to cause a Material Property Event (including by way of negligent act); orsuch Borrowing Base Property; (ed) Without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld or delayed)Administrative Agent, permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereof; (e) Without the prior written consent of the Supermajority Lenders, surrender the leasehold estate created by any Acceptable Lease or terminate or cancel any Acceptable Lease or modify, change, supplement, alter, or amend any Acceptable Lease, either orally or in writing, in each case, except as would not cause such Acceptable Lease to fail to qualify as an Acceptable Lease; (f) Without the prior written consent of the Supermajority Lenders, fail to exercise any option or right to renew or extend the term of any Acceptable Lease in accordance with the terms of such Acceptable Lease (and give prompt written notice thereof to the Administrative Agent); provided, that, the Loan Parties shall not be required to exercise any particular option or right to renew or extend to the extent the Loan Parties shall have received the prior written consent of the Supermajority Lenders (which consent may be withheld by the Supermajority Lenders in their sole and absolute discretion and which consent shall not be necessary to the extent such failure to exercise such right would not cause such Acceptable Lease to fail to qualify as an Acceptable Lease) allowing the Loan Parties to forego exercising such option or right to renew or extend; (g) Without the prior written consent of the Supermajority Lenders, waive, excuse, condone or in any way release or discharge any lessor of or from such lessor’s material obligations, covenants and/or conditions under the applicable Acceptable Lease, in each case, except as would not cause such Acceptable Lease to fail to qualify as an Acceptable Lease; (h) Without the prior written consent of the Supermajority Lenders, notwithstanding anything contained in any Acceptable Lease to the contrary, sublet any portion of any Borrowing Base Property held pursuant to an Acceptable Lease, except as would not cause such Acceptable Lease to fail to qualify as an Acceptable Lease; (i) [Intentionally omitted]; (j) Without the prior written consent of the Administrative Agent with respect to any Borrowing Base Property, (i) surrender, terminate, cancel, amend or modify any Management Agreement; provided, that the Borrower may, without the Administrative Agent’s consent, replace any Qualified Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement; (ii) surrender, terminate or cancel any Franchise Agreement; provided, that the Borrower may, without the Administrative Agent’s consent, replace any Qualified Franchisor so long as the replacement franchisor is a Qualified Franchisor pursuant to a Replacement Franchise Agreement; (iii) surrender, terminate or cancel any Operating Lease or enter into any other Operating Lease with respect to such Borrowing Base Property; (iv) reduce or consent to the reduction of the term of any Management Agreement, Franchise Agreement or Operating Lease; (v) increase or consent to the increase of the amount of any fees or other charges under any Management Agreement or Franchise Agreement; (vi) change the amount of any fees or other charges under any Operating Lease; or (vii) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Management Agreement, Franchise Agreement or Operating Lease in any material respect; (k) [Intentionally omitted]; (l) Following the occurrence and during the continuance of an Event of Default, exercise any rights, make any decisions, grant any approvals or otherwise take any action under any Management Agreement, Franchise Agreement or Operating Lease, in each case, solely with respect to a Borrowing Base Property without the prior written consent of the Administrative Agent, which consent may be granted, conditioned or withheld in the Administrative Agent’s sole discretion; or (m) Any acquisition of any related lessor’s interest in any Acceptable Lease by any Group Member shall be accomplished by the Group Member in such a manner so as to avoid a merger of the interests of lessor and lessee in such Acceptable Lease, unless consent to such merger is granted by the Administrative Agent.

Borrowing Base Properties. Neither Each of the Parent nor any Fund and Borrower shallshall not, nor shall it permit any other Credit Loan Party to, directly or indirectly: (a) Use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on any Borrowing Base Properties Property by any tenant, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would reasonably be expected to have a Material Property Event with respect to any Borrowing Base Property or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a) 8.09 commercially unreasonable (including by way of increased premium)unreasonable; (b) Without Intentionally Deleted; (c) Subject to the rights of any tenant, without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws; (c) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed), (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (d) Do any act, or suffer to be done any act by any Credit Loan Party or any of its Affiliates, which would reasonably be expected to cause a Material materially decrease the value of any Borrowing Base Property Event (including by way of negligent act); or; (e) Without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld or delayed), permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereof; (f) Enter into any Management Agreement related to any Borrowing Base Property providing for the payment of a management fee (or any other similar fee) to anyone other than a Loan Party or Affiliate thereof if, with respect thereto, the Administrative Agent has reasonably required that such fee be subordinated to the Obligations in a manner satisfactory to Administrative Agent, and a subordination agreement reasonably satisfactory to the Administrative Agent has not yet been obtained; (g) Allow there to be fewer than ten (10) Borrowing Base Properties in the Borrowing Base at any time; or (h) Allow the Weighted Average Remaining Lease Term at any time to be less than the number of years remaining from such date until the Stated Revolving Maturity Date (rounded to the nearest 1/10th of a year) plus 2.

Borrowing Base Properties. Neither Each Real Property listed on Schedule III fully qualifies as a Borrowing Base Property. With respect to each Borrowing Base Property (including each Real Property which shall be added as a Borrowing Base Property in accordance with the Parent nor any Borrower shallterms hereof, nor shall it permit any other Credit Party towhether upon the Original Closing Date, directly the Effective Date or indirectly:pursuant to Section 9.03(a)): (a) Use Other than Permitted Exceptions, there are no claims for payment for work, labor or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the conduct of any activity on materials affecting any Borrowing Base Properties Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. (b) Each Borrowing Base Property is being, and will continue to be, used exclusively for one or more of the uses permitted pursuant to Section 9.01(b)(iii) and in accordance with such Section 9.01(b)(iii), and other appurtenant and related uses; (c) All material certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of each Borrowing Base Property as an office building (with ground floor retail uses) have been obtained and are in full force and effect. The Borrower shall (or cause the applicable Subsidiary to) keep and maintain all material certifications, permits, licenses and approvals, in full force and effect. The use being made of each Borrowing Base Property is in material conformity with any applicable certificate of occupancy issued for such Borrowing Base Property. (d) The operation of each Borrowing Base Property by the Borrower or applicable Subsidiary does not involve a violation of (a) any Legal Requirement or (b) any building permits, restrictions of record, any agreement affecting any such property or part thereof, and any judgment, decree or order applicable to such property, except any violations that would not reasonably be expected to materially interfere with the current use and value of such Borrowing Base Property or to cause such property to no longer qualify as a Borrowing Base Property. (i) Except as disclosed in any estoppel certificate delivered to the Administrative Agent, the rent rolls delivered pursuant to Section 5.01(d) were, as of the Original Closing Date, and are, as of the Effective Date, true, correct and complete in all material respects and the Leases referred to thereon were, as of the Original Closing Date, and are, as of the Effective Date, all valid and in full force and effect; (ii) the Leases and any Lease Back Master Leases (including modifications thereto) are in writing, and there are no oral agreements with respect thereto; (iii) the copies of each of the Leases and any Lease Back Master Leases (if any) delivered to the Administrative Agent are true, correct and complete in all material respects and have not been modified (or further modified); (iv) to the knowledge of any Credit Party, no defaults exist under any of the Leases or any Lease Back Master Leases by any tenantparty (including any guarantor) thereto that, individually or in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would the aggregate with respect to all such defaults that could reasonably be expected to have a Material (a) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (b) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, (c) material adverse effect on the ownership of such Borrowing Base Property, or that would involve more than $1,000,000 or take longer than three (3) months to repair or remediate, and, as of the Effective Date, to the knowledge of any Credit Party, no material default exists under any of the Leases; (v) no Credit Party has any knowledge of any presently effective notice of termination or notice of default given by any tenant in writing under any other Leases or any Lease Back Master Leases that individually or in the aggregate could reasonably be expected to have a (a) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (b) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, (c) material adverse effect on the ownership of such Borrowing Base Property, or that would involve more than $1,000,000 or take longer than three (3) months to repair or remediate; (vi) no Credit Party has made any presently effective assignment or pledge of any of the Leases, the rents or any interests therein except to the Administrative Agent; (vii) no tenant or other party has an option or right of first refusal to purchase all or any portion of any Borrowing Base Property, except for the rights in favor of a Subsidiary Guarantor under an Approved Ground Lease; (viii) no tenant has the right to terminate any Lease or any Lease Back Master Leases prior to expiration of the stated term of such Lease or any Lease Back Master Leases (except as a result of counterparty breach, casualty, condemnation or other customary basis of a right to terminate); and (ix) no tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and estimated payments of operating expenses, Taxes and other pass-throughs paid by tenants pursuant to their Leases or any Lease Back Master Leases not prepaid more than one month prior to the date such estimated payments are due or prepayments of rent made in the ordinary course of business). (f) No portion of any Borrowing Base Property Event is located in a flood hazard area as designated by the Federal Emergency Management Agency or, if in a flood zone, flood insurance is maintained therefor in full compliance with the provisions of the applicable Mortgage. (g) None of the Borrowing Base Properties have been affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that has not previously been repaired or that, either individually or in the aggregate, could reasonably be expected to have a (a) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (b) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, or (c) material adverse effect on the ownership of such Borrowing Base Property, or that would involve more than $1,000,000 or take longer than three (3) months to repair or remediate. In the event that any of the representations or warranties set forth in this Section 3.22 are inaccurate with respect to any Borrowing Base Property, it shall constitute a Default only in the event that Borrower, if required by the Required Lenders, has not removed such Borrowing Base Property or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a9.03(b) commercially unreasonable within thirty (including by way 30) days following delivery to the Borrower of increased premium); written notice of such breach (bprovided that during such thirty (30) Without the prior written consent of Administrative Agent (which consent day period such Borrowing Base Property shall not be unreasonably withheld or delayed), initiate or permit any zoning reclassification included in the calculations of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit Value for the use purposes of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws; (c) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayedSection 4.02 hereof), (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (d) Do any act, or suffer to be done any act by any Credit Party or any of its Affiliates, which would reasonably be expected to cause a Material Property Event (including by way of negligent act); or (e) Without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld or delayed), permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereof.

Borrowing Base Properties. Neither the Parent nor any Borrower shall, nor shall it permit any other Credit Party to, directly or indirectly: (a) Use or occupy or conduct any activity on, or knowingly permit allow the use or occupancy of or the conduct of any activity on any Borrowing Base Properties by any tenant, in any manner which violates in any material respect any material Law or which constitutes a material public or private nuisance in any manner which would have a Material Property Event with respect to any Borrowing Base Property or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 5.06(a) 7.07 commercially unreasonable (including by way of increased premium); (b) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, initiate or permit any zoning reclassification of any Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws; (c) Without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed)Agent, (i) impose any material easement, restrictive covenant, or encumbrance upon any Borrowing Base Property, other than Permitted Encumbrances, (ii) execute or file any subdivision plat or condominium declaration affecting any Borrowing Base Property, except (1) to the extent incidental to the development of residences, fractional interests or condominiums at or adjacent to the Borrowing Base Property, or (2) in connection with non-material boundary adjustments (subject to filing amended legal description to any applicable Mortgage), so long as the action contemplated by clause (1) or (2) is not reasonably likely to cause a Material Property Event, in which event, the applicable action shall be deemed to be a Permitted Encumbrance, or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (d) Do any act, or suffer to be done any act by any Credit Party or any of its Affiliates, which would reasonably be expected to cause a Material Property Event (including by way of negligent act); or (ed) Without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld or delayed)Administrative Agent, permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless of the depth thereof or the method of mining or extraction thereof.

Borrowing Base Properties. Neither (a) Borrower shall cause the Parent nor any Borrower shall, nor shall it permit any other Credit Party to, directly or indirectlyEligible Real Estate included in the calculation of the Debt Yieldcovenants set forth in §9.1 and §9.3 and inclusion as Borrowing Base Properties to at all times satisfy all of the following conditions: (ai) Use Such Real Estate shall be Eligible Real Estate, and the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple or occupy leased under a Ground Lease by Borrower or conduct any activity ona Subsidiary Guarantor (provided that notwithstanding anything to the contrary in this Agreement, or knowingly permit from and after the use or occupancy date of or this Agreement, the conduct of any activity on any Borrowing Base Properties shall only be owned by any tenantSubsidiary Guarantors) and leased to a Subsidiary Guarantor that is a TRS Lessee pursuant to an Operating Lease, in any manner which violates any Law or which constitutes a public or private nuisance in any manner which would have a Material Property Event free and clear of all Liens other than the Liens permitted by §8.2(ix) (provided that with respect to any Real Estate that becomes a Borrowing Base Property on or which makes voidafter the Closing Date, voidablesuch TRS Lessee shall be a Wholly-Owned Subsidiary of TRS), and such Eligible Real Estate and all assets of the TRS Lessee shall not have applicable to it any negative pledge or cancelable any insurance then in force with respect thereto restriction on the sale, pledge, transfer, mortgage or makes the maintenance assignment of insurance in accordance with Section 5.06(a) commercially unreasonable such property (including by way of increased premiumany restrictions contained in any applicable organizational documents); (bii) Without none of the prior written consent of Administrative Agent (which consent Eligible Real Estate shall have any material environmental, structural or other defects, and not be unreasonably withheld subject to any condemnation proceeding, that in any event would give rise to a materially adverse effect as to the value, use of, operation of or delayed)ability to sell or finance such property, initiate and such property shall be in compliance with federally mandated flood insurance requirements (including the maintenance of flood insurance if all or permit any zoning reclassification portion of any Building is located within a federally designated flood hazard zone); (iii) the only assets of such Subsidiary Guarantor (including the TRS Lessee) shall be the Eligible Real Estate included in the calculation of the Debt Yieldcovenants set forth in §9.1 and §9.3 and as a Borrowing Base Property or seek any variance under existing zoning ordinances applicable to any Borrowing Base Property or use or knowingly permit the use of any Borrowing Base Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Lawstogether with related fixtures and personal property; (civ) Without no strike, lockout, labor dispute, embargo, injunction or other proceeding has occurred which causes, for more than fifteen (15) consecutive days, the prior written consent cessation or substantial curtailment of Administrative Agent (which consent shall not be unreasonably withheld revenue producing activities of the Borrower or delayed), (i) impose any material easement, restrictive covenant, or encumbrance upon any Guarantor at such Borrowing Base Property; (v) to qualify as a Tier IBorrowing Base Property: (A) such Eligible Real Estate is used as a limited service, select service or full service, in each case of upscale or midscale quality or better; (iiB) execute such Eligible Real Estate is (1) managed by a third party manager approved by the AgentRequired Lenders; and (2) operated under a Management Agreement reasonably satisfactory to the AgentRequired Lenders which is in full force and effect; (C) such Eligible Real Estate is operated under an Approved Brand pursuant to a Franchise Agreement which is in full force and effect and approved by Agentthe Required Lenders; (D) such Eligible Real Estate was first acquired by such Subsidiary Guarantor after September 30, 2015 (other than the Hilton Garden Inn located in Xxxxxx, Maryland); and (E) the construction of the Hotel Property on such Eligible Real Estate was either substantially completed or file any subdivision plat or condominium declaration affecting any has undergone a complete renovation consistent with the applicable PIP within fifteen (15) years of the date such Eligible Real Estate is first included as a Borrowing Base Property, or (iii) consent to the annexation of any Borrowing Base Property to any municipality; (dvi) Do with respect to any actTier II Property, or suffer such Eligible Real Estate is managed by a third-party manager approved by the Agent and operated under a Management Agreement reasonably satisfactory to be done any act by any Credit Party or any of its Affiliates, which would reasonably be expected to cause a Material Property Event (including by way of negligent act); orAgent;[Intentionally Omitted]; (evii) Without [Intentionally Omitted]; (viii) (A) at least ninety percent (90%) of the prior written consent of all aggregate hotel rooms in the Lenders (which consent shall not be unreasonably withheld or delayed), permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Borrowing Base Property regardless Properties must be open for business, not under Material Renovation, and have at least one year of the depth thereof or the method of mining or extraction thereof.operating history; and