Common use of Collateral Properties Clause in Contracts

Collateral Properties. The Borrower and respective Subsidiaries Borrower shall not, nor shall they permit any other Subsidiary Guarantor, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Borrower Each Subsidiary Guarantor and its respective Subsidiaries Borrower shall not, nor shall they permit any other Subsidiary GuarantorGuarantor or Subsidiary, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of the Agent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, owner (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor any Loan Party which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned withheld or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned withheld or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Borrower Borrowers and respective Subsidiaries Borrower Borrowers shall not, nor shall they permit any other Subsidiary GuarantorCredit Party, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a7.7 (a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by any Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Borrower Borrowers and respective Subsidiaries Borrower Borrowers shall not, nor shall they permit any other Subsidiary Guarantor, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements Applicable Laws if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor act which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) subject to any prior grants or transfer of mineral rights, without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof;; or (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), unless in connection with the release of any Collateral Property or the acquisition of the fee interest in the related real estate, surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Parent Borrower and respective Subsidiaries Borrower Subsidiary Credit Parties shall not, nor shall they permit any other Subsidiary Guarantor, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement Applicable Law or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements Applicable Laws if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor act which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) subject to any prior grants or transfer of mineral rights, without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof;; or (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), unless in connection with the release of any Mortgaged Property or the acquisition of the fee interest in the related real estate, surrender the leasehold estate created by any applicable Inbound Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Mortgaged Property or terminate or cancel any such Inbound Ground Lease or materially modify, change, supplement, alter, or amend any such Inbound Ground Lease, either orally or in writing.

Collateral Properties. The No Subsidiary Borrower and respective Subsidiaries Borrower shall not, nor shall they permit any other Subsidiary Guarantor, directly or indirectly, towill: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance nuisance, in each case in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium)Effect; (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect[Reserved]; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, owner (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act)[Reserved]; (e) without the prior written consent of all the Required Lenders (which consent shall not be unreasonably withheld, conditioned withheld or delayed), take grant to any affirmative action third party the right to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Required Lenders (which consent shall not be unreasonably withheld, conditioned withheld or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing, in a manner materially adverse to the interests of the Lenders.

Collateral Properties. The Borrower (a) Borrowers shall cause the Eligible Owned Real Estate and respective Subsidiaries Borrower shall notEligible Villa Units included in the calculation of the Borrowing Base Availability and inclusion as Collateral Properties or Villa Units, nor shall they permit any other Subsidiary Guarantoras the case may be, directly or indirectly, toto at all times satisfy all of the following conditions: (ai) use the Eligible Owned Real Estate or occupy Eligible Villa Units, as the case may be, shall be owned one hundred percent (100%) in fee simple (or, if applicable, leasehold) by a Borrower, free and clear of all Liens other than the Liens expressly permitted in Section 8.2(iii), and such Eligible Owned Real Estate or conduct Eligible Villa Units, as the case may be, shall not have applicable to it any activity onrestriction on the sale, pledge, transfer, mortgage or knowingly permit the use or occupancy assignment of or the conduct of any activity on any Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable such property (including by way of increased premiumany restrictions contained in the above-described Permitted Liens, Applicable Law and any applicable organizational documents); (ii) none of the Eligible Owned Real Estate or Eligible Villa Units, as the case may be, shall be 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 ability to sell or finance such Real Estate; (iii) no strike, lockout, labor dispute, embargo, injunction or other proceeding (but only to the extent within Borrowers’ reasonable control to prevent) occurs which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of any Borrower or any Operator at such property; (iv) such Eligible Owned Real Estate or Eligible Villa Units, as the case may be, are (A) leased by a Borrower to an OpCo Affiliate under a Lease approved by Administrative Agent and (B) operated and managed by EIK Manager under a Management Agreement reasonably satisfactory to Administrative Agent; (v) except with respect to Primary Licenses held by an IGT Hospital pursuant to an IGT Transaction, the applicable OpCo Affiliate is the holder of all Primary Licenses for such Eligible Owned Real Estate or Eligible Villa Units; and (vi) such Eligible Owned Real Estate or Eligible Villa Units, as the case may be, have not been removed from the calculation of the Borrowing Base Availability pursuant to Section 5.4, Section 7.12(b), 7.12(c) or 7.12(d). (b) without In the prior written consent event that all or any material portion of any Eligible Owned Real Estate or Eligible Villa Units, as the case may be, included in the calculation of Borrowing Base Availability shall be materially damaged or taken by condemnation, then such property shall no longer be included in the calculation of Borrowing Base Availability unless and until Administrative Agent shall receive evidence satisfactory to Administrative Agent that (which consent shall not i) with respect to any repair or restoration, of material damage, (A) the applicable Lease with an OpCo Affiliate will remain in effect, (B) adequate rent loss insurance will be unreasonably withheld, conditioned or delayed), except in effect during the period of restoration and (C) Borrowers are otherwise in compliance with Section 7.7 in connection with any construction, development such repair or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable restoration and (ii) with respect to any Collateral Property or condemnation, (A) adequate condemnation proceeds have been received to replace the subject property and (B) Borrowers are otherwise in any event use or knowingly permit the use of any Collateral Property in compliance with Section 7.7(i)(viii) with respect to such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect;Taking. (c) without Upon any asset ceasing to qualify to be included in the prior written consent calculation of Borrowing Base Availability, such asset shall no longer be included in the calculation of Borrowing Base Availability. Within five (5) Business Days after any such disqualification, Borrowers shall deliver to Administrative Agent (which consent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of Borrowing Base Availability attributable to such asset. Simultaneously with the delivery of the items required above, Borrowers shall not be unreasonably withhelddeliver to Administrative Agent a pro forma Compliance Certificate and Borrowing Base Certificate demonstrating, conditioned after giving effect to such removal or delayed)disqualification, except compliance with the covenants contained in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality;Section 9. (d) do In addition, Borrowers may voluntarily remove any act, by Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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) Real Estate from the surface or subsurface of any Collateral Property regardless calculation of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or Borrowing Base Availability in writingtheir sole discretion pursuant to Section 5.3.

Collateral Properties. The Borrower Borrowers and respective Subsidiaries Borrower Borrowers shall not, nor shall they permit any other Subsidiary GuarantorCredit Party, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by any Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Borrower and respective its Subsidiaries Borrower shall not, nor shall they permit any other Subsidiary Guarantor, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) 7.7 commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or a Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof;; or (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Borrower and respective Subsidiaries Borrower shall notNo Loan Party shall, nor shall they any Loan Party permit any other Subsidiary GuarantorLoan Party, directly or indirectly, to: (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 Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable (including by way of increased premium); (b) without the prior written consent of the Agent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable to any Collateral Property or in any event use or knowingly permit the use of any Collateral Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor act which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned withheld or delayed), take any affirmative action to 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned withheld or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.

Collateral Properties. The Borrower (a) Borrowers shall cause the Eligible Owned Real Estate and respective Subsidiaries Borrower shall notEligible Villa Units included in the calculation of the Real Estate Borrowing Base Availability and inclusion as Collateral Properties or Villa Units, nor shall they permit any other Subsidiary Guarantoras the case may be, directly or indirectly, toto at all times satisfy all of the following conditions: (ai) use the Eligible Owned Real Estate or occupy Eligible Villa Units, as the case may be, shall be Senior Care Properties that are owned one hundred percent (100%) in fee simple (or, if applicable, leasehold) by a Borrower, free and clear of all Liens other than the Liens expressly permitted in Section 8.2(v) as to the Collateral Properties, and such Eligible Owned Real Estate or conduct Eligible Villa Units, as the case may be, shall not have applicable to it any activity onrestriction on the sale, pledge, transfer, mortgage or knowingly permit the use or occupancy assignment of or the conduct of any activity on any Collateral Properties by any tenant, in any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which would have a Material 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 §7.7(a) commercially unreasonable such property (including by way of increased premiumany restrictions contained in the above-described Permitted Liens, Applicable Law and any applicable organizational documents); (ii) none of the Eligible Owned Real Estate or Eligible Villa Units, as the case may be, shall be 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 ability to sell or finance such Real Estate; (iii) no strike, lockout, labor dispute, embargo, injunction or other proceeding (but only to the extent within Borrowers’ reasonable control to prevent) occurs which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of any Borrower or any Operator at such property; (iv) such Eligible Owned Real Estate or Eligible Villa Units, as the case may be, are (A) leased by a Borrower to a Borrower that is an OpCo Affiliate under a Lease approved by Administrative Agent and (B) operated and managed by EIK Manager under a Management Agreement reasonably satisfactory to Administrative Agent; (v) except with respect to Primary Licenses held by an IGT Hospital pursuant to an IGT Transaction, the applicable OpCo Affiliate is the holder of all Primary Licenses for such Eligible Owned Real Estate or Eligible Villa Units; and (vi) such Eligible Owned Real Estate or Eligible Villa Units, as the case may be, have not been removed from the calculation of the Real Estate Borrowing Base Availability pursuant to Section 5.3, Section 7.12(b), 7.12(c) or 7.12(d). (b) without In the prior written consent event that all or any material portion of any Eligible Owned Real Estate or Eligible Villa Units, as the case may be, included in the calculation of Real Estate Borrowing Base Availability shall be materially damaged or taken by condemnation, then such property shall no longer be included in the calculation of Real Estate Borrowing Base Availability unless and until Administrative Agent shall receive evidence satisfactory to Administrative Agent that (which consent shall not i) with respect to any repair or restoration, of material damage, (A) the applicable Lease with an OpCo Affiliate will remain in effect, (B) adequate rent loss insurance will be unreasonably withheld, conditioned or delayed), except in effect during the period of restoration and (C) Borrowers are otherwise in compliance with Section 7.7 in connection with any construction, development such repair or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable restoration and (ii) with respect to any Collateral Property or condemnation, (A) adequate condemnation proceeds have been received to replace the subject property and (B) Borrowers are otherwise in any event use or knowingly permit the use of any Collateral Property in compliance with Section 7.7(i)(viii) with respect to such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect;Taking. (c) without Upon any asset ceasing to qualify to be included in the prior written consent calculation of Real Estate Borrowing Base Availability, such asset shall no longer be included in the calculation of Real Estate Borrowing Base Availability. Within five (5) Business Days after any such disqualification, Borrowers shall deliver to Administrative Agent (which consent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of Real Estate Borrowing Base Availability attributable to such asset. Simultaneously with the delivery of the items required above, Borrowers shall not be unreasonably withhelddeliver to Administrative Agent a pro forma Compliance Certificate and Real Estate Borrowing Base Certificate demonstrating, conditioned after giving effect to such removal or delayed)disqualification, except compliance with the covenants contained in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or (iii) consent to the annexation of any Collateral Property to any municipality;Section 9. (d) do In addition, Borrowers may voluntarily remove any act, by Borrower or Subsidiary Guarantor which would reasonably be expected to materially decrease the value of any Collateral Property as reflected in the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent of all the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), take any affirmative action to 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) Real Estate from the surface or subsurface of any Collateral Property regardless calculation of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or Real Estate Borrowing Base Availability in writingtheir sole discretion pursuant to Section 5.3.

Collateral Properties. The Borrower and respective Subsidiaries Borrower shall not, nor shall they permit any other Subsidiary Guarantor, directly or indirectly, to: (a) use or occupy or conduct any activity on, or knowingly permit Borrowers shall cause the use or occupancy Eligible Owned Real Estate and Eligible Villa Units included in the calculation of or the conduct of any activity on any Real Estate Borrowing Base Availability and inclusion as Collateral Properties or Villa Units, as the case may be, to at all times satisfy all of the following conditions: (i) the Eligible Owned Real Estate or Eligible Villa Units, as the case may be, shall be Senior Care Properties that are owned one hundred percent (100%) in fee simple (or, if applicable, leasehold) by a Borrower, free and clear of all Liens other than the Liens expressly permitted in Section 8.2(v) as to the Collateral Properties, and such Eligible Owned Real Estate or Eligible Villa Units, as the case may be, shall not have applicable to it any tenantrestriction on the sale, in any manner which violates any Legal Requirement pledge, transfer, mortgage or which constitutes a public or private nuisance in any manner which would have a Material Adverse Effect or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance assignment of insurance in accordance with §7.7(a) commercially unreasonable such property (including by way any restrictions contained in the above-described Permitted Liens, Applicable Law and any applicable organizational documents); (ii) none of increased premium); (b) without the prior written consent of Agent (which consent Eligible Owned Real Estate or Eligible Villa Units, as the case may be, shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Collateral Property or seek any variance under existing zoning ordinances applicable subject to any Collateral Property or condemnation proceeding, that in any event would give rise to a materially adverse effect as to the value, use of, operation of or knowingly permit the use of any Collateral Property in ability to sell or finance such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Legal Requirements if such nonconforming use would reasonably be expected to have a Material Adverse Effect; (c) without the prior written consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed), except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Collateral Property, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Collateral Property, or Real Estate; (iii) consent no strike, lockout, labor dispute, embargo, injunction or other proceeding (but only to the annexation extent within Borrowers’ reasonable control to prevent) occurs which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of any Collateral Property to any municipality; (d) do any act, by Borrower or Subsidiary Guarantor which would any Operator at such property; (iv) such Eligible Owned Real Estate or Eligible Villa Units, as the case may be, are (A) leased by a Borrower to a Borrower that is an OpCo Affiliate under a Lease approved by Administrative Agent and (B) operated and managed by EIK Manager under a Management Agreement reasonably be expected satisfactory to materially decrease Administrative Agent; (v) except with respect to Primary Licenses held by an IGT Hospital pursuant to an IGT Transaction, the value of any Collateral Property as reflected in applicable OpCo Affiliate is the most-recent Appraisal (including by way of negligent act); (e) without the prior written consent holder of all Primary Licenses for such Eligible Owned Real Estate or Eligible Villa Units; and (vi) such Eligible Owned Real Estate or Eligible Villa Units, as the Lenders (which consent shall case may be, have not be unreasonably withheldbeen removed from the calculation of the Real Estate Borrowing Base Availability pursuant to Section 5.3, conditioned or delayedSection 7.12(b), take any affirmative action to permit any drilling 7.12(c) 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 Collateral Property regardless of the depth thereof or the method of mining or extraction thereof; (f) without the prior consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed7.12(d), surrender the leasehold estate created by any applicable Ground Lease (accepted by the Agent and the Lenders) respecting a Collateral Property or terminate or cancel any such Ground Lease or materially modify, change, supplement, alter, or amend any such Ground Lease, either orally or in writing.