Common use of Restrictions Relating to Lessee Clause in Contracts

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any ofthe other Lease Documents, Lessee shall not, without the prior written consent of Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of Lessor: (a) convey, assign, hypothecate, transfer, dispose of or encumber, or permit the conveyance, assignment, transfer, hypothecation, disposal or encumbrance of all or any part of any legal or beneficial interest in this Lease, its other assets or the Leased Property except as expressly permitted by the terms of this Lease Agreement; provided, however, that this restriction shall not apply to (i) the Permitted Encumbrances that may be created after the date hereof pursuant to the Lease Documents; (ii) Liens created in accordance with Section 6.12 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.8(v); (iii) the sale, conveyance, assignment, hypothecation, lease or other transfer of any material asset or assets (whether now owned or hereafter acquired), the fair market value of which equals or is less than TWENTY-FIVE THOUSAND DOLLARS ($25,000), individually, or ONE HUNDRED THOUSAND DOLLARS ($100,000) collectively; (iv) without limitation as to amount, the disposition in the ordinary course of business of any obsolete, worn out or defective fixtures, furnishings or equipment used in the operation of the Leased Property provided that the same are replaced with fixtures, furnishings or equipment of equal or greater utility or value or Lessee provides Lessor with an explanation (reasonably satisfactory to Lessor) as to why such fixtures, furnishings or equipment is no longer required in connection with the operation of the Leased Property; (v) without limitation as to amount, any sale of inventory by Lessee in the ordinary course of business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use and the Other Permitted Uses; or 63

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any ofthe of the other Lease Documents, Lessee shall not, without the prior written consent of Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of Lessor: (a) convey, assign, hypothecate, transfer, dispose of or encumber, or permit the conveyance, assignment, transfer, hypothecation, disposal or encumbrance of all or any part of any legal or beneficial interest in this Lease, its other assets or the Leased Property except as expressly permitted by the terms of this Lease Agreement; provided, however, that this restriction shall not apply to (i) the Permitted Encumbrances that may be created after the date hereof pursuant to the Lease Documents; (ii) Liens created in accordance with Section 6.12 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.8(v); (iii) the sale, conveyance, assignment, hypothecation, lease or other transfer of any material asset or assets (whether now owned or hereafter acquired), the fair market value of which equals or is less than TWENTY-FIVE THOUSAND DOLLARS ($25,000), individually, or ONE HUNDRED THOUSAND DOLLARS ($100,000) collectively; (iv) without limitation as to amount, the disposition in the ordinary course of business of any obsolete, worn out or defective fixtures, furnishings or equipment used in the operation of the Leased Property provided that the same are replaced with fixtures, furnishings or equipment of equal or greater utility or value or Lessee provides Lessor with an explanation (reasonably satisfactory to Lessor) as to why such fixtures, furnishings or equipment is no longer required in connection with the operation of the Leased Property; (v) without limitation as to amount, any sale of inventory by Lessee in the ordinary course of business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use and the Other Permitted Uses; or 63;

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any ofthe of the other Lease Documents, Lessee shall not, without the prior written consent of Lessor, in each instanceinstanee, which consent may be withheld in the sole and absolute discretion of Lessor: 61 (a) convey, assign, hypothecate, transfer, dispose of or encumberencum_ ber, or permit the conveyance, assignment, transfer, hypothecation, disposal or encumbrance of all or any part of any legal or beneficial interest in this Lease, its other assets or the Leased Property except as expressly permitted by the terms of this Lease Agreement; provided, however, that this restriction shall not apply to (i) the Permitted Encumbrances that may be created after the date hereof pursuant hereofpursuant to the Lease Documents; (ii) Liens created in accordance with Section 6.12 6. I.? against Tangible Personal Property securing Indebtedness permitted peimitted under Section 11.3.8(v11. i.8(v); (iii) the sale, conveyance, assignment, hypothecation, lease or other transfer of any material asset or assets (whether now owned or hereafter acquired), the fair market value of which equals or is less than TWENTY-TWENTY- FIVE THOUSAND DOLLARS ($25,000), individually, or ONE HUNDRED THOUSAND DOLLARS ($100,000) collectively; (iv) without limitation as to amount, the disposition in the ordinary course of business of any obsolete, worn out or defective fixtures, furnishings or equipment used in the operation of the ofthe Leased Property provided that the same are replaced with fixturesfxtures, furnishings fuinishings or equipment of equal or greater utility or value or Lessee provides Lessor with an explanation (reasonably satisfactory to Lessor) as to why such fixtures, furnishings or equipment is no longer required in connection with the operation of the ofthe Leased Property; (v) without limitation as to amount, any sale of inventory by Lessee in the ordinary course of businessofbusiness; and (vi) subject to the terms of the ofthe Negative Pledge Agreement and the Affiliated Party Subordination AgreementAgreerrient, distributions to the shareholders Parners of Lessee; (b) permit perznit the use of the Facility for any purpose other than the Primary Intended Use and the Other Permitted Uses; or 63(c) liquidate, dissolve or merge or consolidate with any other Person except, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, a Meditrust/Emeritus Transaction Affiliate. 11.2

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any ofthe of the other Lease Documents, Lessee shall not, without the prior written consent of Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of Lessor: (a) convey, assign, hypothecate, transfer, dispose of or encumber, or permit the conveyance, assignment, transfer, hypothecation, disposal or encumbrance of all or 71 any part of any legal or beneficial interest in this Lease, its .its other assets or the Leased Property except as expressly permitted by the terms of this Lease Agreement; provided, however, that this restriction shall not apply to (i) the Permitted Encumbrances that may be created after the date hereof pursuant to the Lease Documents; (ii) Liens created in accordance with Section 6.12 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.8(v); (iii) the sale, conveyance, assignment, hypothecation, lease or other transfer of any material asset or assets (whether now owned or hereafter acquired), the fair market value of which equals or is less than TWENTY-FIVE THOUSAND DOLLARS ($25,000), individually, or ONE HUNDRED THOUSAND DOLLARS ($100,000) collectively; (iv) without limitation as to amount, the disposition in the ordinary course of business of any obsolete, worn out or defective fixtures, furnishings or equipment used in the operation of the Leased Property provided that the same are replaced with fixtures, furnishings or equipment of equal or greater utility or value or Lessee provides Lessor with an explanation (reasonably satisfactory to Lessor) as to why such fixtures, furnishings or equipment is no longer required in connection with the operation of the Leased Property; (v) without limitation as to amount, any sale of inventory by Lessee in the ordinary course of business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use and the Other Permitted Uses; or 63(c) liquidate, dissolve or merge or consolidate with any other Person except, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, a Meditrust/Emeritus Transaction Affiliate.