Common use of Eligible Real Estate Clause in Contracts

Eligible Real Estate. Real Estate which at all times satisfies the following requirements: (a) which is wholly-owned in fee by the Borrower or a Subsidiary Guarantor (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate is a Borrowing Base Asset), the Equity Interests of which, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, shall have been made subject to a first priority Lien in favor of the Agent or, subject to §7.20(a)(xiii), which is wholly-owned in fee by an Approved JV (or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate is a Borrowing Base Asset) and, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (provided, for the avoidance of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent); (b) which is located within the United States; (c) which is used as an income-producing Medical Property; (d) as to which all of the representations set forth in §6 of this Agreement concerning such Real Estate are true and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained shall apply in lieu of the “in all material respects” contained in this clause (d); (e) which is not subject to any Lien other than the Lien of the Agent and other Liens expressly permitted under §8.2; (f) as to which (i) such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws and Environmental Laws, (ii) the Borrower, such Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and other Governmental Approvals necessary to own and operate such Real Estate, and (iii) the Operators of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plan.

Eligible Real Estate. Real Estate which at all times satisfies owned by a Borrower and located in the following requirements: United States that Agent, in its Permitted Discretion, determined is eligible for inclusion in the Tranche A Borrowing Base. Without limiting the foregoing, no Real Estate shall be Eligible Real Estate unless it is Real Estate (a) in respect of which an Acceptable Appraisal has been delivered to Agent and to the Lenders, in form and substance acceptable to the Lenders in their Permitted Discretion not less than 15 days prior to the effective date of the Mortgage; (c) in respect of which Agent is satisfied in its Permitted Discretion that all actions necessary or desirable have been taken in order to create a perfected first priority Lien (subject to Permitted Liens (other than (j) and (n) in the definition of Permitted Liens) on such Real Estate to secure the Obligations, including the filing and recording of Mortgages; (d) in respect of which an environmental assessment report has been completed and delivered to Agent in form and substance satisfactory to Agent and the Lenders in their Permitted Discretion and which does not indicate any material pending, threatened or existing Environmental Liability or noncompliance with any Environmental Law; (e) for which Borrowers have good and indefeasible title which is whollyadequately protected by fully-owned paid valid title insurance with endorsements and in fee amounts acceptable to Agent in its Permitted Discretion, insuring that Agent, for the benefit of the Lenders and the other Secured Parties, shall have a perfected first priority Lien (subject to Permitted Liens (other than Liens under clauses (j) and (n) in the definition of Permitted Liens) as to which Availability Reserves have been established) on such Real Estate, evidence of which shall have been provided in form and substance satisfactory to Agent in its Permitted Discretion; (f) for which Agent has received at least 45 days prior to the effective date of the Mortgage, all information requested by any Lender for its due diligence pursuant to Flood Laws; (g) for which each Lender has received completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with respect to each parcel of Real Estate subject to the applicable FEMA rules and regulations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or a Subsidiary Guarantor Agent), (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term of thirty (30h) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times if such Real Estate is located in an area determined by FEMA to have special flood hazards, evidence of such flood insurance as may be required under applicable Law, including Regulation H of the Board of Governors and other Flood Laws and as otherwise required under the Loan Documents; and (i) if required by Agent: (A) an ALTA survey has been delivered for which all necessary fees have been paid and which is dated no more than 30 days prior to the date on which the applicable Mortgage is recorded, certified to Agent and the issuer of the title insurance policy in a Borrowing Base Asset)manner satisfactory to Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which such Real Estate is located and acceptable to Agent in its Permitted Discretion, and shows all buildings and other improvements, any offsite improvements, the Equity Interests location of whichany easements, prior parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to inclusion such property, and other defects, other than encroachments and other defects acceptable to Agent in its Permitted Discretion; (B) in respect of which local counsel for such Borrower in states in which such Real Estate is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to Agent in its Permitted Discretion if required by Agent; and (C) in respect of which such Borrower shall have used its commercially reasonable efforts to obtain estoppel certificates executed by all tenants of such Real Estate and such other consents, agreements and confirmations of lessors and third parties have been delivered as a Borrowing Base Asset and Agent in its Permitted Discretion may deem necessary or desirable, together with evidence that all other actions that Agent in its Permitted Discretion may deem necessary or desirable in order to create perfected first priority Liens on the property described in the calculation of the Borrowing Base Availability, shall Mortgages have been made subject taken; and (j) for which each Lender has received documents and other information satisfying all requirements of Law and its internal policies with respect to a first priority Lien in favor of the Agent or, subject to §7.20(a)(xiii), which is wholly-owned in fee by an Approved JV (or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such obtaining liens on Real Estate is a Borrowing Base Asset) and, prior from time to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (provided, for the avoidance of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent); (b) which is located within the United States; (c) which is used as an income-producing Medical Property; (d) as to which all of the representations set forth in §6 of this Agreement concerning such Real Estate are true and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained shall apply in lieu of the “in all material respects” contained in this clause (d); (e) which is not subject to any Lien other than the Lien of the Agent and other Liens expressly permitted under §8.2; (f) as to which (i) such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws and Environmental Laws, (ii) the Borrower, such Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and other Governmental Approvals necessary to own and operate such Real Estate, and (iii) the Operators of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plantime.

Eligible Real Estate. Real Estate which at all times satisfies the following requirements: (a) which is wholly-owned The Loan Parties have no obligation to cause any Real Estate to become Mortgaged Property or to be included in fee the Borrowing Base, and the Loan Parties and the Unrestricted Subsidiaries may enter into other financings or refinancings secured by the Borrower or a Subsidiary Guarantor (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate that is a Borrowing Base Asset), the Equity Interests of which, prior to inclusion of such not Eligible Real Estate as a Borrowing Base Asset and included in the calculation of the Borrowing Base Availability, shall have been made subject to a first priority Lien in favor of the Agent or, subject to §7.20(a)(xiii), which is wholly-owned in fee extent not prohibited by an Approved JV (or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate is a Borrowing Base Asset) and, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (provided, for the avoidance of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent);Article VII. (b) which To the extent that the Loan Parties have elected to include any Real Estate as Eligible Real Estate in the Borrowing Base, the Loan Parties may (by giving the Administrative Agent at least 10 Business Days’ written notice) (i) Dispose of any such Eligible Real Estate or the Equity Interests in any Real Estate Subsidiary that holds such Eligible Real Estate so long as such Disposition is located within a Permitted Disposition or (ii) remove such Eligible Real Estate from the United States; Borrowing Base so long as the Availability Condition has been satisfied immediately after giving effect to such removal (cit being understood and agreed that, in order to satisfy the Availability Condition, (x) which is used as an income-producing Medical Property; (d) as to which all the Net Proceeds received from a Disposition of the representations set forth in §6 of this Agreement concerning any such Real Estate are true and correct in all material respects or Equity Interests can be used to repay the outstanding Obligations or (provided y) a Loan Party can include other Real Estate that to satisfies the extent that all or any portion requirements of the representations and warranties contained definition of “Eligible Real Estate” as substitute Eligible Real Estate in §6 is qualified by “Material Adverse Effect” the Borrowing Base). In the event that the Loan Parties satisfy such requirements to Dispose of Eligible Real Estate included in the Borrowing Base or any other materiality qualifierEquity Interests in a Real Estate Subsidiary holding such Eligible Real Estate or to remove Eligible Real Estate from the Borrowing Base, then the qualifier therein contained shall apply in lieu Agents, upon the written request of the “in all material respects” contained in this clause (d); (e) which is not subject to any Lien other than Lead Borrower, shall release the Lien of Liens on the Agent and other Liens expressly permitted under §8.2; (f) as to which (i) applicable Eligible Real Estate and, if applicable, shall release the Real Estate Subsidiary holding such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws from its Guaranty hereunder and Environmental Lawsany Liens on such Real Estate Subsidiary’s assets and Equity Interests; provided that, (ii) if such the Borrower, such Real Estate Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and owns any other Governmental Approvals necessary to own and operate such Eligible Real Estate, and (iii) only the Operators Liens on the assets to be Disposed of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of removed from the Borrowing Base Availabilityshall be released. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within The Agents shall execute and deliver to the meaning of Section 3(3) of ERISA maintained applicable Loan Parties any and all releases and other instruments reasonably requested by such Loan Parties to effectuate or contributed to by REIT evidence such releases in the appropriate public records or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability)otherwise, other than a Multiemployer Planall at the Loan Parties’ expense.

Eligible Real Estate. Real Estate which at all times satisfies owned by a Borrower and located in the following requirements: United States that Agent, in its Permitted Discretion, determined is eligible for inclusion in the Tranche A Borrowing Base. Without limiting the foregoing, no Real Estate shall be Eligible Real Estate unless it is Real Estate (a) in respect of which an Acceptable Appraisal has been delivered to Agent and to the Lenders, in form and substance acceptable to the Lenders in their Permitted Discretion not less than 15 days prior to the effective date of the Mortgage; (c) in respect of which Agent is satisfied in its Permitted Discretion that all actions necessary or desirable have been taken in order to create a perfected first priority Lien (subject to Permitted Liens (other than (j) and (n) in the definition of Permitted Liens) on such Real Estate to secure the Obligations, including the filing and recording of Mortgages; (d) in respect of which an environmental assessment report has been completed and delivered to Agent in form and substance satisfactory to Agent and the Lenders in their Permitted Discretion and which does not indicate any material pending, threatened or existing Environmental Liability or noncompliance with any Environmental Law; (e) for which Borrowers have good and indefeasible title which is whollyadequately protected by fully-owned paid valid title insurance with endorsements and in fee amounts acceptable to Agent in its Permitted Discretion, insuring that Agent, for the benefit of the Lenders and the other Secured Parties, shall have a perfected first priority Lien (subject to Permitted Liens (other than Liens under clauses (j) and (n) in the definition of Permitted Liens) as to which Availability Reserves have been established) on such Real Estate, evidence of which shall have been provided in form and substance satisfactory to Agent in its Permitted Discretion; (f) for which Agent has received at least 45 days prior to the effective date of the Mortgage, all information requested by any Lender for its due diligence pursuant to Flood Laws; (g) for which each Lender has received completed "“Life-of-Loan"” Federal Emergency Management Agency ("“FEMA"”) Standard Flood Hazard Determination with respect to each parcel of Real Estate subject to the applicable FEMA rules and regulations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or a Subsidiary Guarantor Agent), (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term of thirty (30h) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times if such Real Estate is located in an area determined by FEMA to have special flood hazards, evidence of such flood insurance as may be required under applicable Law, including Regulation H of the Board of Governors and other Flood Laws and as otherwise required under the Loan Documents; and (i) if required by Agent: (A) an ALTA survey has been delivered for which all necessary fees have been paid and which is dated no more than 30 days prior to the date on which the applicable Mortgage is recorded, certified to Agent and the issuer of the title insurance policy in a Borrowing Base Asset)manner satisfactory to Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which such Real Estate is located and acceptable to Agent in its Permitted Discretion, and shows all buildings and other improvements, any offsite improvements, the Equity Interests location of whichany easements, prior parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to inclusion such property, and other defects, other than encroachments and other defects acceptable to Agent in its Permitted Discretion; (B) in respect of which local counsel for such Borrower in states in which such Real Estate is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to Agent in its Permitted Discretion if required by Agent; and (C) in respect of which such Borrower shall have used its commercially reasonable efforts to obtain estoppel certificates executed by all tenants of such Real Estate and such other consents, agreements and confirmations of lessors and third parties have been delivered as a Borrowing Base Asset and Agent in its Permitted Discretion may deem necessary or desirable, together with evidence that all other actions that Agent in its Permitted Discretion may deem necessary or desirable in order to create perfected first priority Liens on the property described in the calculation of the Borrowing Base Availability, shall Mortgages have been made subject taken; and (j) for which each Lender has received documents and other information satisfying all requirements of Law and its internal policies with respect to a first priority Lien in favor of the Agent or, subject to §7.20(a)(xiii), which is wholly-owned in fee by an Approved JV (or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such obtaining liens on Real Estate is a Borrowing Base Asset) and, prior from time to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (provided, for the avoidance of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent); (b) which is located within the United States; (c) which is used as an income-producing Medical Property; (d) as to which all of the representations set forth in §6 of this Agreement concerning such Real Estate are true and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained shall apply in lieu of the “in all material respects” contained in this clause (d); (e) which is not subject to any Lien other than the Lien of the Agent and other Liens expressly permitted under §8.2; (f) as to which (i) such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws and Environmental Laws, (ii) the Borrower, such Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and other Governmental Approvals necessary to own and operate such Real Estate, and (iii) the Operators of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plantime.

Eligible Real Estate. Eligible Real Estate of any Borrower shall be that real estate and improvements thereon that Agent has specifically identified and approved in writing and as to which, following an independent appraisal thereof, Agent has assigned an Appraised Forced Liquidation Value and to which none of the criteria below applies. Agent shall have the right, following five (5) days’ prior written notice by Agent to Borrower Representative, to establish, modify or eliminate Reserves against Eligible Real Estate from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at all times satisfies any time and from time to time after the following requirementsClosing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Real Estate in its reasonable credit judgment, subject to the approval of the Supermajority Revolving Lenders in the case of adjustments, new criteria or changes in advance rates that have the effect of making more credit available. Eligible Real Estate shall not include any real estate: (a) which that is wholly-not owned in fee by the such Borrower or a Subsidiary Guarantor (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term free and clear of thirty (30) years or more (inclusive all Liens and rights of any unexercised extension options which are exercisable solely at other Person, except the discretion Liens in favor of Agent, on behalf of itself and Lenders and Permitted Encumbrances of the lesseetype described in clauses (a), (d), (e) at all times (g), (h), (j) or (l) of the definition of such term; (b) as to which Agent has not received a loan policy of title insurance in favor of Agent and in form and amount, and issued by a title insurance company, satisfactory to Agent, in its reasonable discretion, together with such endorsements thereto as Agent shall require, in its reasonable discretion (provided such endorsements are available in the jurisdiction where such Real Estate is a Borrowing Base Assetlocated); (c) as to which Agent has not received an environmental report satisfactory to Agent, the Equity Interests of which, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, shall have been made its sole discretion; (d) that is not subject to a first priority Lien in favor of the Agent or, on behalf of itself and Lenders subject only to §7.20(a)(xiii), which is wholly-owned in fee by an Approved JV (or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate is a Borrowing Base Asset) and, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (provided, for the avoidance of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent); (b) which is located within the United States; (c) which is used as an income-producing Medical Property; (d) as to which all of the representations set forth in §6 of this Agreement concerning such Real Estate are true and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained shall apply in lieu of the “in all material respects” contained in this clause (d)Permitted Encumbrances; (e) which is not subject to that breaches any Lien other than the Lien of the Agent and other Liens expressly permitted under §8.2;representations or warranties pertaining to Real Estate set forth in the Loan Documents; or (f) as that is not covered by casualty insurance reasonably acceptable to which (i) such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws and Environmental Laws, (ii) the Borrower, such Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and other Governmental Approvals necessary to own and operate such Real Estate, and (iii) the Operators of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plan.

Eligible Real Estate. Eligible Real Estate of any Borrower shall be that real estate and improvements thereon that Agent has specifically identified and approved in writing and as to which, following an independent appraisal thereof, Agent has assigned an Appraised Forced Liquidation Value and to which none of the criteria below applies. Agent shall have the right, following five (5) days' prior written notice by Agent to Borrower Representative, to establish, modify or eliminate Reserves against Eligible Real Estate from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at all times satisfies any time and from time to time after the following requirementsClosing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Real Estate in its reasonable credit judgment, subject to the approval of the Supermajority Revolving Lenders in the case of adjustments, new criteria or changes in advance rates that have the effect of making more credit available. Eligible Real Estate shall not include any real estate: (a) which that is wholly-not owned in fee by the such Borrower or a Subsidiary Guarantor (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term free and clear of thirty (30) years or more (inclusive all Liens and rights of any unexercised extension options which are exercisable solely at other Person, except the discretion Liens in favor of Agent, on behalf of itself and Lenders and Permitted Encumbrances of the lesseetype described in clauses (a), (d), (e) at all times (g), (h) or (j) of the definition of such term; (b) as to which Agent has not received a loan policy of title insurance in favor of Agent and in form and amount, and issued by a title insurance company, satisfactory to Agent, in its reasonable discretion, together with such endorsements thereto as Agent shall require, in its reasonable discretion (provided such endorsements are available in the jurisdiction where such Real Estate is a Borrowing Base Assetlocated); (c) as to which Agent has not received an environmental report satisfactory to Agent, the Equity Interests of which, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, shall have been made its sole discretion; (d) that is not subject to a first priority Lien in favor of the Agent or, on behalf of itself and Lenders subject only to §7.20(a)(xiii), which is wholly-owned in fee by an Approved JV (or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate is a Borrowing Base Asset) and, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (provided, for the avoidance of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent); (b) which is located within the United States; (c) which is used as an income-producing Medical Property; (d) as to which all of the representations set forth in §6 of this Agreement concerning such Real Estate are true and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained shall apply in lieu of the “in all material respects” contained in this clause (d)Permitted Encumbances; (e) which is not subject to that breaches any Lien other than the Lien of the Agent and other Liens expressly permitted under §8.2;representations or warranties pertaining to Real Estate set forth in the Loan Documents; or (f) as that is not covered by casualty insurance reasonably acceptable to which (i) such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws and Environmental Laws, (ii) the Borrower, such Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and other Governmental Approvals necessary to own and operate such Real Estate, and (iii) the Operators of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plan.

Eligible Real Estate. Eligible Real Estate shall be that real estate of Borrower and improvements thereon that Agent has specifically identified and approved in writing and as to which, following an independent appraisal thereof in accordance with FIRREA, Agent has assigned an Appraised Forced Liquidation Value and to which none of the criteria below applies. Agent shall have the right to establish, modify or eliminate Reserves against Eligible Real Estate from time to time in its reasonable credit judgment. In addition, Agent reserves the right, at all times satisfies any time and from time to time after the following requirementsClosing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Real Estate in its reasonable credit judgment, subject to the approval of the Supermajority Revolving Lenders in the case of adjustments, new criteria or changes in advance rates that have the effect of making more credit available. Eligible Real Estate shall not include any real estate: (a) which that is wholly-not owned in fee by the such Borrower or a Subsidiary Guarantor (or is leased by the Borrower or a Subsidiary Guarantor under a Ground Lease with a remaining term free and clear of thirty (30) years or more (inclusive all Liens and rights of any unexercised extension options which are exercisable solely at other Person, except the discretion Liens in favor of Agent, on behalf of itself and Lenders and Permitted Encumbrances of the lesseetype described in clauses (a), (d), (e), (g), (h), (j) at all times or (l) of the definition of such term that are subordinate to the Lien in favor of Agent, on behalf of itself and Lenders; (b) as to which Agent has not received a loan policy of title insurance in favor of Agent and in form and amount, and issued by a title insurance company, satisfactory to Agent, in its sole discretion (it being understood that the title insurance policies delivered as to properties in Minnesota on or about the date hereof are not satisfactory to Agent), together with such endorsements thereto as Agent shall require, in its sole discretion (provided such endorsements are available in the jurisdiction where such Real Estate is a Borrowing Base Assetlocated); (c) as to which Agent has not received an environmental report satisfactory to Agent, the Equity Interests of which, prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability, shall have been made its sole discretion; (d) that is not subject to a first priority Lien in favor of Agent on behalf of itself and Lenders subject only to Permitted Encumbrances of the Agent or, subject to §7.20(a)(xiiitype described in clauses (a), which is wholly-owned in fee by an Approved JV (d), (e), (g), (h), (j) or is leased by such Approved JV under a Ground Lease with a remaining term of thirty (30l) years or more (inclusive of any unexercised extension options which are exercisable solely at the discretion of the lessee) at all times such Real Estate is a Borrowing Base Asset) and, prior to inclusion definition of such Real Estate as a Borrowing Base Asset and in term that are subordinate to the calculation of the Borrowing Base Availability, the direct or indirect Equity Interests of the Borrower in such Approved JV shall have been made subject to a first priority Lien in favor of the Agent (providedAgent, for the avoidance on behalf of doubt, that any direct or indirect Equity Interests in such Approved JV held by any Person other than the Borrower or a Subsidiary of the Borrower (which Subsidiary is not itself an Approved JV) shall not be required to be made subject to a first priority Lien in favor of the Agent); (b) which is located within the United States; (c) which is used as an income-producing Medical Property; (d) as to which all of the representations set forth in §6 of this Agreement concerning such Real Estate are true and correct in all material respects (provided that to the extent that all or any portion of the representations and warranties contained in §6 is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier therein contained shall apply in lieu of the “in all material respects” contained in this clause (d)Lenders; (e) which is not subject to that breaches any Lien other than the Lien of the Agent and other Liens expressly permitted under §8.2;representations or warranties pertaining to Real Estate set forth in the Loan Documents; or (f) as that is not covered by casualty insurance reasonably acceptable to which (i) such Real Estate shall be in compliance in all material respects with all applicable Healthcare Laws and Environmental Laws, (ii) the Borrower, such Subsidiary Guarantor or Approved JV, or the Operators have all Primary Licenses, material Permits and other Governmental Approvals necessary to own and operate such Real Estate, and (iii) the Operators of such Real Estate shall be in material compliance with all requirements necessary for participation in any Medicare or Medicaid or other Third-Party Payor Programs to the extent they participate in such programs; and (g) as to which the Agent has received and approved all Eligible Real Estate Qualification Documents required by the Agent, or will receive and approve them prior to inclusion of such Real Estate as a Borrowing Base Asset and in the calculation of the Borrowing Base Availability. Eligible Real Estate Qualification Documents. See Schedule 5.3 attached hereto. Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate as to which REIT or any ERISA Affiliate may have any liability (including contingent liability), other than a Multiemployer Plan.