grant of a security interest in, any assets of
the Company or any Company
17
Subsidiary; or (d) any activity, that is not contemplated by, or is materially
inconsistent with, the Budget.
(7) 165B165B165B165B165B165BAny agreement or other transaction or allocation
among two or more of the Company and the Company Subsidiaries; and any
agreement, compensation or reimbursement to, or other transaction with any
Affiliate of Administrative Member or any other person or entity with which
Administrative Member or any of its Affiliates has a significant business
relationship.
(8) 166B166B166B166B166B166BThe amount of, whether and when to make,
contributions to the Company or any Company Subsidiary and distributions by the
Company or any Company Subsidiary, including the determination of the amount of
reserves to be maintained by the Company or any Company Subsidiary.
(9) 167B167B167B167B167B167BAny litigation, arbitration or settlement involving
the Company's or a Company Subsidiary's assets, other than for the purpose of
managing non-material condemnation, eviction and easement proceedings.
(10) 168B168B168B168B168B168BAll income tax elections, tax returns and tax
audits.
(11) 169B169B169B169B169B169BAny construction within the Property, including the
establishment of and any material amendment or supplement to the plans and
specifications for such construction work.
(12) 170B170B170B170B170B170BThe engagement of attorneys, accountants,
consultants and other professionals, other than for the purpose of managing
non-material matters in connection with the ongoing operation of the relevant
Property.
(13) 171B171B171B171B171B171BThe determination of what zoning, variances, map
approvals, entitlements, permits or other governmental approvals to obtain for
the Property and what payments and obligations (including concessions by, and
restrictions on, the Company, any Company Subsidiary or any of their respective
assets or the Property) will be incurred in connection therewith.
(14) 172B172B172B172B172B172BThe insurance program for the Company or any
Company Subsidiary, including insurers, coverages and policy amounts; provided
that, in the event of a disagreement, the Company or any Company Subsidiary
shall implement the insurance program proposed by BREA.
(15) 173B173B173B173B173B173BAny modification or termination of any Management
Agreement.
(16) 174B174B174B174B174B174BExtension of the term of the Company or any Company
Subsidiary.
(17) 175B175B175B175B175B175BAny act in contravention of this Agreement or which
would make it impossible to carry on the business of the Company or any Company
Subsidiary.
18
(18) 176B176B176B176B176B176BPossession of any Company or Company Subsidiary
assets or assignment of the rights of the Company in specific assets of the
Company or any Company Subsidiary for other than the purpose of the Company or
such Company Subsidiary.
(19) 177B177B177B177B177B177BAdmission of a person or entity as a Member,
manager or otherwise to the Company or a Company Subsidiary, except as expressly
permitted in this Agreement or as contemplated by Section 2.6 of the Purchase
Agreement.
(20) 178B178B178B178B178B178BThe merger or consolidation of the Company or any
Company Subsidiary with any other entity.
(21) 179B179B179B179B179B179BAny assignment by the Company or any Company
Subsidiary for the benefit of creditors or any guarantee, indemnity bond or
surety bond by the Company or any Company Subsidiary.
(22) 180B180B180B180B180B180BA loan by the Company or any Company Subsidiary to
any Member or third party