Common use of Restrictions Relating to Lessee Clause in Contracts

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in any of the Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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; 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property; (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 FIFTY THOUSAND DOLLARS ($50,000), individually, or TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business and (vi) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use; or (c) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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 PropertyProperty 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11.3.8(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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; or (c) liquidate, dissolve or merge or consolidate with any other PersonPerson except, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, a Meditrust/Emeritus Transaction Affiliate.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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; 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v11.3.1(vi) relating to equipment leasing or financing for the exclusive use of the Leased Property; (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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use; or (c) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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; provided, however, that this restriction shall not apply to (i) the Permitted Encumbrances that may be created on or after the date hereof pursuant to the Lease Documents; (ii) Liens created in accordance with Section 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v11.3.4(vi) relating to equipment leasing or financing for the exclusive use of the Leased Property; (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 FIFTY THIRTY-FIVE THOUSAND DOLLARS ($50,00035,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000150,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (b) permit the use of the Facility Facility, from and after the Conversion Date, for any purpose other than the Primary Intended Use; or (c) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be be; withheld in the sole and absolute discretion of the 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; 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 the applicable provisions of Section 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v11.3.8(vi) relating to equipment leasing or financing for the exclusive use of the Leased Property; (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 FIFTY TWENTY-FIVE THOUSAND and NO/100 DOLLARS ($50,00025,000.00), individually, or TWO ONE HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($250,000100,000.00) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; (vi) agreements entered into with utility companies creating easements in favor of such companies as are required to service the Facility, provided, however, the term of any such. agreement shall not extend beyond the Term and shall be in form reasonably acceptable to the Lessor; and (vivii) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use; orUse and the Other Permitted Uses; (c) liquidatesubject to the terms of Section 11.4.11, dissolve or merge or consolidate with permit any Person other Person.than the Lessee to be the Licensed Operator of the Facility; or

Restrictions Relating to Lessee. Except as may otherwise be expressly provided or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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; 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 the applicable provisions of Section 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11.3.10; (iii) the sale, conveyance, assignment, hypothecationhypothecations, 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 FIFTY TWENTY-FIVE THOUSAND and NO/100 DOLLARS ($50,00019($25,000.00), individually, or TWO ONE HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($250,000100,000.00) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the Lessor) as to why such fixtures, furnishings or equipment Tangible Personal Property is no longer required in connection with the operation of the Leased Property; (v) without limitation as to amount, ; any sale of inventory by the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Pledge Agreement and the Affiliated Subordination Party Subordination Agreement, distributions to the shareholders of the Lessee's shareholder(s); (b) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; or (c) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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 PropertyProperty 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11.3.8(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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (b) permit the use of the Facility for any purpose other than the Primary Intended Use; or (c) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the Lessor:: 68 (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 PropertyProperty 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11.3.8(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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders Partners of the Lessee; ; (b) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; or or (c) liquidate, dissolve or merge or consolidate with, or permit the General Partner to liquidate, dissolve or merge or consolidate with any other Person.Person except, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, a Meditrust/Emeritus Transaction Affiliate.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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; 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v11.3.8(vi) relating to equipment leasing or financing for the exclusive use of the Leased Property; (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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business and (vi) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee;the (b) permit the use of the Facility for any purpose other than the Primary Intended Use; (c) permit any Person other than the Lessee to be the Licensed Operator of the Facility. except as provided in the Interim Management Agreement of even date between Guarantor and Lessee ("Interim Management Agreement"); or (cd) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instanceinstanee, which consent may be withheld in the sole and absolute discretion of the 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 PropertyProperty 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 6.1.2 6. I.? against Tangible Personal Property securing Indebtedness permitted peimitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11. 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 FIFTY TWENTY- FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business ofbusiness; and (vi) subject to the terms of the ofthe Negative Pledge Agreement and the Affiliated Party Subordination AgreementAgreerrient, distributions to the shareholders Parners of the Lessee; ; (b) permit perznit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; or or (c) liquidate, dissolve or merge or consolidate with any other PersonPerson except, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, a Meditrust/Emeritus Transaction Affiliate.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the ofthe other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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 PropertyProperty 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 6.1.2 6.12 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11.3.8(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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; ; (b) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; or (c) liquidate, dissolve or merge or consolidate with any other Person.63

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the Lessor: (aA) 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; provided, however, that this restriction shall not apply to (iI) the Permitted Encumbrances that may be created after the date hereof pursuant to the Lease Documents; (iiII) Liens created in accordance with the applicable provisions of Section 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v11.3.8(vi) relating to equipment leasing or financing for the exclusive use of the Leased Property; (iiiIII) 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 FIFTY TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($50,00025,000.00), individually, or TWO ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000100,000.00) collectively; (ivIV) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the Lessor) as to why such fixtures, furnishings or equipment is no longer required in connection with the operation of the Leased Property; (vV) without limitation as to amount, any sale of inventory by the Lessee in the ordinary course of business business; (VI) agreements entered into with utility companies creating easements in favor of such companies as are required to service the Facility, provided, however, the term of any such agreement shall not extend beyond the Term and shall be in form reasonably acceptable to the Lessor; and (viVII) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (bB) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; (C) subject to the terms of Section 11.4.11, permit any Person other than the Lessee to be the Licensed Operator of the Facility; or (cD) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the Lessor: (aA) 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; provided, however, that this restriction shall not apply to (iI) the Permitted Encumbrances that may be created after the date hereof pursuant to the Lease Documents; (iiII) Liens created in accordance with the applicable provisions of Section 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v11.3.8(vi) relating to equipment leasing or financing for the exclusive use of the Leased Property; (iiiIII) 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 FIFTY TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($50,00025,000.00), individually, or TWO ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000100,000.00) collectively; (ivIV) 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 77 operation of the Leased Property provided that the same are replaced with fixtures, furnishings or equipment of equal or greater utility or value or the Lessee provides the Lessor with an explanation (reasonably satisfactory to the Lessor) as to why such fixtures, furnishings or equipment is no longer required in connection with the operation of the Leased Property; (vV) without limitation as to amount, any sale of inventory by the Lessee in the ordinary course of business business; (VI) agreements entered into with utility companies creating easements in favor of such companies as are required to service the Facility, provided, however, the term of any such agreement shall not extend beyond the Term and shall be in form reasonably acceptable to the Lessor; and (viVII) subject to the terms of the Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; (bB) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; (C) subject to the terms of Section 11.4.11, permit any Person other than the Lessee to be the Licensed Operator of the Facility; or (cD) liquidate, dissolve or merge or consolidate with any other Person.

Restrictions Relating to Lessee. Except as may otherwise be expressly provided in Section 19.4 or in any of the other Lease Documents, the Lessee shall not, without the prior written consent of the Lessor, in each instance, which consent may be withheld in the sole and absolute discretion of the 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 PropertyProperty 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 6.1.2 against Tangible Personal Property securing Indebtedness permitted under Section 11.3.2(v) relating to equipment leasing or financing for the exclusive use of the Leased Property11.3.8(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 FIFTY TWENTY-FIVE THOUSAND DOLLARS ($50,00025,000), individually, or TWO ONE HUNDRED FIFTY THOUSAND DOLLARS ($250,000100,000) 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 the Lessee provides the Lessor with an explanation (reasonably satisfactory to the 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 the Lessee in the ordinary course of business business; and (vi) subject to the terms of the Negative Pledge Agreement and the Affiliated Party Subordination Agreement, distributions to the shareholders of the Lessee; ; (b) permit the use of the Facility for any purpose other than the Primary Intended UseUse and the Other Permitted Uses; or or (c) liquidate, dissolve or merge or consolidate with any other PersonPerson except, subject to Lessor's prior written consent, which consent shall not be unreasonably withheld, a Meditrust/Emeritus Transaction Affiliate.