Common use of Negative Covenants of Sellers Clause in Contracts

Negative Covenants of Sellers. From the date hereof to the Closing Date, Sellers shall not, without the prior written consent of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer): (i) sell, assign, lease or transfer any of the Purchased Assets, or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of business; (ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty; (iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume or permit to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing as of the date of this Agreement that will be discharged prior to or on the Closing Date; (v) waive any material right relating to the Facility or the Purchased Assets, except in the ordinary course of business; (vi) allow the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery of any inventories, supplies or materials outside the ordinary course of business; (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii), or fail to repair or replace any emergency repair item; or (ix) waive or amend, or consent to the Health Center Operator’s failure to perform, any of the Health Center Operator’s obligations under the Health Center Agreements.

Negative Covenants of Sellers. From the date hereof to the Closing Date, Sellers shall not, without (a) Unless such Seller obtains the prior written consent of Purchaser, each Seller shall not and shall cause its Affiliates not to do any of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole following during the period beginning on the date hereof and absolute discretion, provided that ending on the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):Platform Closing Date: (i) sellamend its Articles of Incorporation or Bylaws in any manner that would adversely affect its ability to consummate the transactions contemplated by the Platform Closing, assign, lease or transfer any of including entry into the Purchased Assets, or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of businessPlatform Closing Related Agreements; (ii) enter into permit its corporate existence or any new Lease Platform License and Permit to be suspended, lapsed, revoked or Contract modified in any way that could reasonably be expected to create a liability or obligation on the part of such Seller with respect to any of the Collections Platform Assets, the Existing Lease, the Servicing Agreements (Primary), the Whole Loans, or any agreements relating to any of the foregoing; (iii) amend, modify, terminate, relinquish or assign, or grant any waiver or release under or with respect to, any Collections Platform Asset, the Existing Lease, any Servicing Agreement (Primary), any Whole Loan or any agreements relating to any of the foregoing; (iv) violate or fail to perform any material obligation or duty imposed upon it by any Law, the Collections Platform Assets, the Existing Lease, any Servicing Agreement (Primary), any Whole Loan or any agreements relating any of the foregoing; (v) other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease sell, lease, license, transfer, assign, convey, pledge or Contract otherwise dispose of or amendment shall have an individual value grant any security interest in excess any of $25,000the Collections Platform Assets (other than a Permitted Encumbrance), it shall be terminable upon less than 90 days’ prior notice without cause and without payment of the Existing Lease, any fee Servicing Agreement (Primary) or penalty;any Whole Loan; or (iiivi) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume or permit agreement to exist any Lien upon do any of the Purchased Assetsforegoing. (b) Each Seller covenants and agrees that it shall not, except for Permitted Liens and Liens existing as of shall cause its Affiliates not to, at any time after the date of this Agreement that will be discharged prior to or on the Closing Date; (v) waive any material right relating to the Facility or the Purchased Assets, except in the ordinary course of business; (vi) allow the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery of any inventories, supplies or materials outside the ordinary course of business; (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance or capital replacement itemshereof, including without limitation failing at any time after the Servicing Transfer Date, direct, assist or participate with any other Person, to use reasonable efforts take any action to complete prior to terminate the Closing Date all rights of those items set forth on Schedule 6.1(b)(viii), Purchaser or fail to repair or replace any emergency repair item; or (ix) waive or amend, or consent to the Health Center Operator’s failure to perform, its Affiliates under any of the Health Center Operator’s obligations under Servicing Agreements (Securitization) or enter into any agreement to do the Health Center Agreementsforegoing.

Negative Covenants of Sellers. (a) From the date hereof to until the earlier of the Closing DateDate or the termination of this Agreement, Sellers shall not, will not do any of the following without the prior written consent of Buyer to the Buyer with specific reference extent any of the following relates to this Section 6.1 (which consent shall be given or refused in Buyer’s sole any way may affect PRI, NCL, the Acquisition, or the Rights and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):Assets: (i) sell, assign, lease or transfer take any action which would (a) adversely affect the ability of any party to the Purchased AssetsAcquisition Documents to obtain any consents required for the transactions contemplated thereby, or remove (b) adversely affect the ability of any item of personal property from party hereto to perform its covenants and agreements under the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of businessAcquisition Documents; (ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contractof its organizational or governing documents, except in as provided herein or for the ordinary course purpose of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penaltyaccomplishing the transactions contemplated by this Agreement; (iii) enter into impose, or suffer the imposition, on any Life Care Contracts, except in the forms material asset of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range PRI or NCL of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto)any Lien or permit any such Lien to exist; (iv) create, assume or permit to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing as of the date of this Agreement that will be discharged prior to or on the Closing Date; (v) waive any material right relating other than pursuant to the Facility Acquisition Documents, sell, pledge or encumber, or enter into any contract to sell, pledge or encumber, any interest in the Purchased Assetsassets of PRI or NCL, except in the ordinary course of business; (v) purchase or acquire any assets or properties of PRI or NCL, whether real or personal, tangible or intangible, or sell or dispose of any assets or properties, whether real or personal, tangible or intangible, except in the ordinary course of business and consistent with past practices; (vi) allow except for the levels of inventoriesemployment agreements contemplated herein, supplies and materials grant any increase in compensation or benefits to vary materially from those customarily maintained, the employees or defer delivery officers of any inventoriesSeller Party, supplies except in accordance with past practice; pay any severance or materials outside termination pay or any bonus other than pursuant to written policies or written contracts in effect as of the date hereof and disclosed on the Schedules hereto; enter into or amend any severance agreements with officers of PRI or NCL; or grant any material increase in fees or other increases in compensation or other benefits to directors of PRI or NCL except in accordance with past practice; (vii) except for the employment agreements contemplated herein, enter into or amend any employment contract between PRI or NCL and any person or entity (unless such amendment is required by law) that PRI or NCL does not have the unconditional right to terminate without liability (other than liability for services already rendered), at any time on or after the Closing Date; (viii) adopt any new employee benefit plan or make any material change in or to any existing employee benefit plans other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan; (ix) make any significant change in any tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in tax laws or regulatory accounting requirements or GAAP; (x) commence any litigation other than in accordance with past practice, settle any litigation involving any liability of PRI or NCL for material money damages or restrictions upon the operations of their business; (xi) except in the ordinary course of business and which is not material, modify, amend or terminate any material contract or waive, release, compromise or assign any material rights or claims; (xii) except in the ordinary course of business and, even if in the ordinary course of business, then not in an amount to exceed $5,000 in the aggregate, make or commit to make any capital expenditure, or enter into any lease of capital equipment as lessee or lessor, related to PRI or NCL; (viixiii) intentionally omitted; (viii) defer take any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii)action, or fail omit to repair take any action, which would cause any of the representations and warranties contained in Article 2 to be untrue or replace incorrect in any emergency repair itemmaterial respect; or (ixxiv) waive make any loan to any person or amend, or consent increase the aggregate amount of any loan currently outstanding to the Health Center Operator’s failure to perform, any of the Health Center Operator’s obligations under the Health Center Agreementsperson.

Negative Covenants of Sellers. From Between the date hereof to of this Agreement and the Closing Date, Sellers shall notexcept as provided in the LMA, without and except as expressly permitted by this Agreement, or with the prior written consent of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):Buyers: (i) Sellers will not engage in any hiring, discharge or employee compensation practices that are outside the Ordinary Course of Business; (ii) Sellers will not (A) terminate, modify or amend any Assumed Contract except in the Ordinary Course of Business or as reasonably necessary to transfer such Assumed Contract to Buyers, or (B) knowingly take or fail to take any action that would cause a breach of any Assumed Contract; (iii) No Seller will voluntarily create any Lien on any of the Assets, other than Permitted Liens; (iv) No Seller will sell, assign, lease or otherwise transfer or dispose of any of the Purchased Assets, or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of business; (ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty; (iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume or permit to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing as Assets consumed or disposed of in the date Ordinary Course of this Agreement that will be discharged prior to or on the Closing DateBusiness; (v) waive No Seller will modify or amend, or seek to modify or amend, any material right relating of the FCC Licenses without Buyers’ prior written consent except as necessary for Sellers to be in compliance with the Communications Act; provided, that Buyers shall not unreasonably withhold, condition or delay their consent unless the modification is materially adverse to the Facility interests of Buyers or the Purchased AssetsStations; and provided, except in further, Sellers shall have the ordinary course of businessright to file and pursue any and all FCC License renewals that Sellers deem necessary or advisable; (vi) allow Sellers shall not increase the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery compensation of any inventoriesTransferred Employees, supplies except for normal pay increases to Transferred Employees granted in the Ordinary Course of Business or materials outside the ordinary course of business;as required pursuant to Contracts or Law, and except for stay bonuses and other obligations that will be satisfied by Sellers; and (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance None of Sellers shall authorize or capital replacement items, including without limitation failing enter into an agreement to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii), or fail to repair or replace any emergency repair item; or (ix) waive or amend, or consent to the Health Center Operator’s failure to perform, do any of the Health Center Operator’s obligations under the Health Center Agreementsforegoing.

Negative Covenants of Sellers. From Between the date hereof to of this Agreement and the Closing Date, Sellers shall notthe Parties, without each consistent with the prior written consent terms of the Buyer with specific reference to LP Agreement and the LLC Agreement, except as may be mutually agreed, and except as expressly permitted by this Section 6.1 (which consent shall be given Agreement, will not permit the LP or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):LLC to: (i) engage in any hiring, discharge or employee compensation practices with respect to the Station Employees that are outside the Ordinary Course of Business; (ii) terminate, modify or amend any material Contract of the Stations, except in the Ordinary Course of Business, or knowingly take or fail to take any action that would cause a breach of any such material Contract; (iii) voluntarily create any Lien on any of the assets of the Station, other than Permitted Liens; (iv) sell, assign, lease or otherwise transfer or dispose of any of the Purchased Assetsassets of the Stations, except for those consumed or disposed of in the Ordinary Course of Business; (v) modify or amend, or remove seek to modify or amend, any item of personal property from the FacilityFCC Licenses, exceptexcept in the Ordinary Course of Business, and for avoidance of doubt, any modification of FCC Licenses related to any transmitter site move or modification shall be deemed to be in the Ordinary Course of Business; (vi) increase the compensation of any Station Employee, except for normal pay increases to such employees granted in the Ordinary Course of Business or as required pursuant to Contracts or Law; (vii) authorize or enter into an agreement to do any of the foregoing; (viii) (A) make, change or revoke any material Tax election, (B) change any Tax accounting period, (C) adopt or change any material method of Tax accounting, (D) settle or compromise any Tax audit, assessment or other Tax proceeding in respect of a material amount of Taxes, or (E) amend any Tax return, in each case, except for the purpose of repair actions consistent with past practices or replacement or as otherwise necessary in the ordinary course of business; (ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty; (iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance connection with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume or permit to exist any Lien upon any consummation of the Purchased Assets, except for Permitted Liens and Liens existing as of the date of this Agreement that will be discharged prior to or on the Closing Date; (v) waive any material right relating to the Facility or the Purchased Assets, except in the ordinary course of business; (vi) allow the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery of any inventories, supplies or materials outside the ordinary course of business; (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii), or fail to repair or replace any emergency repair itemtransactions contemplated hereby; ornor (ix) waive or amendenter into, or consent to the Health Center Operator’s failure to performextend or renew, any trade or barter agreements, or other agreements for the sale of advertising time other than in the Health Center Operator’s obligations under the Health Center AgreementsOrdinary Course of Business.

Negative Covenants of Sellers. (a) From the date hereof to until the earlier of the Closing DateDate or the termination of this Agreement, Sellers shall not, and BPC will not do any of the following without the prior written consent of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):: (i) sell, assign, lease or transfer take any action which would (a) adversely affect the ability of any party to the Purchased AssetsAcquisition Documents to obtain any consents required for the transactions contemplated thereby, or remove (b) adversely affect the ability of any item of personal property from party hereto to perform its covenants and agreements under the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of businessAcquisition Documents; (ii) amend any of its organizational or governing documents, except as provided herein or for the purpose of accomplishing the transactions contemplated by this Agreement; (iii) allow any material Asset of BPC to become subject to any Lien not in existence as of the date of this Agreement; (iv) other than pursuant to the Acquisition Documents, sell, pledge or encumber, or enter into any new Lease contract to sell, pledge or Contract encumber, any interest in the Assets of BPC; (other than Life Care Contractsv) purchase or amend acquire any existing ContractAssets of BPC, or sell or dispose of any Assets of BPC, except in the ordinary course of business, business and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penaltyconsistent with past practices; (iiivi) enter into except for the employment agreements contemplated herein, grant any Life Care Contractsincrease in compensation or benefits to the employees or officers of BPC, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume past practice; pay any severance or permit termination pay or any bonus other than pursuant to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing written policies or written contracts in effect as of the date hereof and disclosed on the Schedules hereto; enter into or amend any severance agreements with officers of this Agreement BPC; or grant any material increase in fees or other increases in compensation or other benefits to directors of BPC except in accordance with past practice; (vii) except for the employment agreements contemplated herein, enter into or amend any employment contract between BPC and any Person (unless such amendment is required by Law) that will be discharged prior BPC does not have the unconditional right to terminate without Liability (other than liability for services already rendered), at any time on or on after the Closing Date; (vviii) waive adopt any new employee benefit plan or make any material right relating change in or to any existing employee benefit plans other than any such change that is required by Law or that, in the Facility opinion of counsel, is necessary or advisable to maintain the Purchased Assetstax qualified status of any such plan; (ix) make any significant change in any Tax or accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in Tax Laws or regulatory accounting requirements or GAAP; (x) commence any litigation other than in accordance with past practice, settle any litigation involving any Liability of BPC for material money damages or restrictions upon the operations of its business; (xi) except in the ordinary course of businessbusiness and which is not material, modify, amend or terminate any material contract or waive, release, compromise or assign any material rights or claims; (vixii) allow except in the levels ordinary course of inventoriesbusiness and, supplies and materials to vary materially from those customarily maintained, or defer delivery of any inventories, supplies or materials outside even if in the ordinary course of business, then not in an amount to exceed $25,000 in the aggregate, make or commit to make any capital expenditure, or enter into any lease of capital equipment as lessee or lessor, related to BPC; (viixiii) intentionally omitted; (viii) defer take any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii)action, or fail omit to repair take any action, which would cause any of the representations and warranties contained in Article 2 to be untrue or replace any emergency repair itemincorrect; or (ixxiv) waive make any loan to any Person or amend, or consent increase the aggregate amount of any loan currently outstanding to the Health Center Operator’s failure to perform, any of the Health Center Operator’s obligations under the Health Center AgreementsPerson.

Negative Covenants of Sellers. From Between the date hereof to of this Agreement and the Closing Date, Sellers shall notexcept as provided in the LMA, without and except as expressly permitted by this Agreement, or with the prior written consent of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):Buyers: (i) Sellers will not engage in any hiring, discharge or employee compensation practices that are outside the Ordinary Course of Business; (ii) Sellers will not (A) terminate, modify or amend any Material Assumed Contract except (1) in the Ordinary Course of Business, or (2) as reasonably necessary to transfer such Material Assumed Contract to Buyers, or (B) knowingly take or fail to take any action that would cause a breach of any Material Assumed Contract; (iii) No Seller will voluntarily create any Lien on any of the Assets, other than Permitted Liens; (iv) No Seller will sell, assign, lease or otherwise transfer or dispose of any of the Purchased Assets, or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of business; (ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty; (iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume or permit to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing as Assets consumed or disposed of in the date Ordinary Course of this Agreement that will be discharged prior to or on the Closing DateBusiness; (v) waive No Seller will modify or amend, or seek to modify or amend, any material right relating of the FCC Licenses without Buyers’ prior written consent except as necessary for Sellers to be in compliance with the Communications Act; provided, that Buyers shall not unreasonably withhold, condition or delay their consent unless the modification is materially adverse to the Facility interests of Buyers or the Purchased AssetsStations; and provided, except in further, Sellers shall have the ordinary course of businessright to file and pursue any and all FCC License renewals that Sellers deem necessary or advisable; (vi) allow Sellers shall not increase the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery compensation of any inventoriesemployee set forth on Schedule 14.1 or any Contract Employee, supplies except for normal pay increases to such employees granted in the Ordinary Course of Business or materials outside the ordinary course of business;as required pursuant to Contracts or Law, and except for stay bonuses and other obligations that will be satisfied by Sellers; and (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance None of Sellers shall authorize or capital replacement items, including without limitation failing enter into an agreement to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii), or fail to repair or replace any emergency repair item; or (ix) waive or amend, or consent to the Health Center Operator’s failure to perform, do any of the Health Center Operator’s obligations under the Health Center Agreementsforegoing.

Negative Covenants of Sellers. From On and as of the date hereof A&R Closing Date and until this Agreement is no longer in force with respect to the Closing Date, Sellers shall notany Transaction, without the prior written consent of the Buyer with specific reference to this Section 6.1 Buyer: (a) Sellers shall not take any action which consent shall be given would directly or refused in indirectly impair or adversely affect Buyer’s sole and absolute discretion, provided that title to the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer):Purchased Loans. (ib) sellSellers shall not transfer, assign, lease convey, grant, bargain, sell, set over, deliver or transfer otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Assets, Loans (or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of business; (iithem) enter into with any new Lease or Contract (Person other than Life Care Contracts) or amend any existing ContractBuyer, except in the ordinary course of business, unless and if until such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty; (iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved Purchased Loans are repurchased by Buyer (as set forth on Schedule 6.1(b)(iii) and Seller in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto);this Agreement. (ivc) Sellers shall not create, assume incur or permit to exist any Lien upon in or on the Purchased Loans, except as described in Section 6. (d) Sellers shall not create, incur or permit to exist any Lien, encumbrance or security interest in or on any of the other Collateral subject to the security interest granted by Sellers pursuant to Section 6. (e) Sellers shall not modify or terminate any of the organizational documents of Sellers. (f) In respect of any Purchased AssetsLoan, Sellers shall not consent or assent to any modification of any related Purchased Loan Document or any other related note, loan agreement, mortgage, security agreement, credit enhancement, guaranty or other material agreement, document or instrument (each, a “Subject Document”); provided that, so long as no “event of default” (however defined) has occurred and is continuing with respect to such Purchased Loan and so long as no Event of Default has occurred and is continuing hereunder, (i) the applicable Seller may, without the prior written consent of Buyer, consent or assent to any modification of any Subject Document if such modification is not a Material Modification, and (ii) with respect to any Material Modification, (A) to the extent that a Subject Document expressly provides a particular decision making standard that the lender under such Subject Document is required to adhere to in respect of such Material Modification, Buyer agrees that it shall determine whether or not to provide approval for such Material Modification utilizing such standard, (B) to the extent that a Subject Document does not expressly provide a particular decision making standard that the lender under such Subject Document is required to adhere to in respect of such Material Modification, Buyer may determine whether or not to provide approval for such Material Modification in its sole discretion. (g) Sellers shall not admit any additional members in Sellers, except for Permitted Liens and Liens existing as of with respect to any springing member or Independent Manager contemplated by the date of this Agreement that will be discharged prior to or on the Closing DateTransaction Documents; (vh) waive Sellers shall not, after the occurrence and during the continuation of an Event of Default, make any material right relating to the Facility or the Purchased Assetsdistribution, except in the ordinary course of business; (vi) allow the levels of inventories, supplies and materials to vary materially from those customarily maintainedpayment on account of, or defer delivery set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any inventoriesCapital Stock of Sellers, supplies whether now or materials outside the ordinary course of business; (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii)hereafter outstanding, or fail to repair make any other distribution in respect thereof, either directly or replace any emergency repair itemindirectly, whether in cash or property or in obligations of Sellers; or (ixi) Sellers shall not agree to waive any event of default or amend, to extend the cure period for a failure or consent to the Health Center Operator’s failure to perform, breach of any of the Health Center Operator’s obligations covenant or agreement by a Servicer under the Health Center Agreementsany Servicing Agreement.

Negative Covenants of Sellers. From Between the date hereof to of this Agreement and the Closing Date, Sellers shall notexcept as provided in the LMA, without and except as expressly permitted by this Agreement, or with the prior written consent of the Buyer with specific reference to this Section 6.1 (which consent shall be given or refused in Buyer’s sole and absolute discretion, provided that the Buyer’s failure to grant or withhold consent within five Business Days following the Sellers’ written request for consent shall be deemed a grant of consent by the Buyer): Buyers: (i) Sellers will not engage in any hiring, discharge or employee compensation practices that are outside the Ordinary Course of Business; (ii) Sellers will not (A) terminate, modify or amend any Assumed Contract except in the Ordinary Course of Business or as reasonably necessary to transfer such Assumed Contract to Buyers, or (B) knowingly take or fail to take any action that would cause a breach of any Assumed Contract; (iii) No Seller will voluntarily create any Lien on any of the Assets, other than Permitted Liens; (iv) No Seller will sell, assign, lease or otherwise transfer or dispose of any of the Purchased Assets, or remove any item of personal property from the Facility, except, in each case, for the purpose of repair or replacement or as otherwise in the ordinary course of business; (ii) enter into any new Lease or Contract (other than Life Care Contracts) or amend any existing Contract, except in the ordinary course of business, and if such new Lease or Contract or amendment shall have an individual value in excess of $25,000, it shall be terminable upon less than 90 days’ prior notice without cause and without payment of any fee or penalty; (iii) enter into any Life Care Contracts, except in the forms of Life Care Contracts approved by Buyer (as set forth on Schedule 6.1(b)(iii) and in accordance with the range of selling prices, entrance fee refunds and service fees set forth on Schedule 6.1(b)(iii) attached hereto); (iv) create, assume or permit to exist any Lien upon any of the Purchased Assets, except for Permitted Liens and Liens existing as Assets consumed or disposed of in the date Ordinary Course of this Agreement that will be discharged prior to or on the Closing Date; Business; (v) waive any material right relating to the Facility or the Purchased Assets, except in the ordinary course of business; (vi) allow the levels of inventories, supplies and materials to vary materially from those customarily maintained, or defer delivery of any inventories, supplies or materials outside the ordinary course of business; (vii) intentionally omitted; (viii) defer any regularly scheduled maintenance or capital replacement items, including without limitation failing to use reasonable efforts to complete prior to the Closing Date all of those items set forth on Schedule 6.1(b)(viii), or fail to repair or replace any emergency repair item; or (ix) waive No Seller will modify or amend, or consent seek to the Health Center Operator’s failure to performmodify or amend, any of the Health Center Operator’s FCC Licenses without Buyers’ prior written consent except as necessary for Sellers to be in compliance with the Communications Act; provided, that Buyers shall not unreasonably withhold, condition or delay their consent unless the modification is materially adverse to the interests of Buyers or the Stations; and provided, further, Sellers shall have the right to file and pursue any and all FCC License renewals that Sellers deem necessary or advisable; (vi) Sellers shall not increase the compensation of any Transferred Employees, except for normal pay increases to Transferred Employees granted in the Ordinary Course of Business or as required pursuant to Contracts or Law, and except for stay bonuses and other obligations under the Health Center Agreements.that will be satisfied by Sellers; and