PARTITION OF THE PROPERTY;
5.2.6
COMMINGLE.
SUBJECT TO THE PROVISIONS OF SECTION 5.1.4(J), COMMINGLE ITS
ASSETS WITH THE ASSETS OF ANY OF ITS AFFILIATES;
5.2.7
GUARANTY OBLIGATIONS.
GUARANTY ANY OBLIGATIONS OF ANY PERSON;
5.2.8
TRANSFER ASSETS.
TRANSFER ANY ASSET OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS OR TRANSFER ANY INTEREST IN THE PROPERTY EXCEPT AS MAY BE PERMITTED
HEREBY OR IN THE OTHER LOAN DOCUMENTS;
5.2.9
AMEND ORGANIZATIONAL DOCUMENTS.
AMEND OR MODIFY ANY OF ITS
ORGANIZATIONAL DOCUMENTS WITHOUT LENDER'S REASONABLE CONSENT, OTHER THAN IN
CONNECTION WITH ANY TRANSFER PERMITTED PURSUANT TO ARTICLE VIII, OR TO REFLECT
ANY CHANGE IN CAPITAL ACCOUNTS, CONTRIBUTIONS, DISTRIBUTIONS, ALLOCATIONS OR TO
OTHERWISE AMEND ANY PROVISIONS IN ANY RESPECT THAT WOULD NOT REASONABLY BE
EXPECTED TO HAVE AND DOES NOT HAVE, A MATERIAL ADVERSE EFFECT, AND PROVIDED THAT
BORROWER REMAINS IN EACH CASE A SINGLE PURPOSE ENTITY;
5.2.10
DISSOLVE.
DISSOLVE, WIND UP, TERMINATE, LIQUIDATE, MERGE WITH OR
CONSOLIDATE INTO ANOTHER PERSON, EXCEPT AS EXPRESSLY PERMITTED PURSUANT TO THIS
AGREEMENT;
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5.2.11
BANKRUPTCY.
(A) FILE A BANKRUPTCY OR INSOLVENCY PETITION OR OTHERWISE
INSTITUTE INSOLVENCY PROCEEDINGS, OR (B) FILE OR SOLICIT THE FILING OF AN
INVOLUNTARY BANKRUPTCY PETITION AGAINST BORROWER, MANAGER OR ANY AFFILIATE OF
BORROWER OR MANAGER, WITHOUT OBTAINING THE PRIOR CONSENT OF ALL OF THE MEMBERS
AND MANAGERS OF BORROWER, INCLUDING, WITHOUT LIMITATION, THE INDEPENDENT
MANAGERS;
5.2.12
ERISA.
ENGAGE IN ANY ACTIVITY THAT WOULD QUALIFY IT AS AN "EMPLOYEE
BENEFIT PLAN" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA) TO WHICH ERISA
APPLIES OR WOULD CAUSE BORROWER'S ASSETS TO CONSTITUTE PLAN ASSETS WITHIN THE
MEANING OF 29 C.F.R. SECTION 2510.3‐101 (AS MODIFIED BY SECTION 3(42) OF ERISA;
5.2.13
DISTRIBUTIONS.
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, MAKE ANY
DISTRIBUTIONS TO OR FOR THE BENEFIT OF ANY OF ITS MEMBERS OR ITS OR THEIR
AFFILIATES;
5.2.14
MANAGER.
(A) WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, MATERIALLY
MODIFY, CHANGE, SUPPLEMENT, ALTER OR AMEND THE MANAGEMENT AGREEMENT IN ANY
MATERIAL RESPECT OR WAIVE OR RELEASE ANY OF ITS MATERIAL RIGHTS AND REMEDIES
UNDER THE MANAGEMENT AGREEMENT.
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER,
WHICH CONSENT SHALL BE IN LENDER'S SOLE AND ABSOLUTE DISCRETION, REPLACE THE
MANAGER WITH A PERSON OTHER THAN A QUALIFIED MANAGER; PROVIDED, HOWEVER, THAT
BORROWER SHALL HAVE THE UNILATERAL RIGHT TO REPLACE THE MANAGER AS BORROWER SEES
FIT FROM TIME-TO-TIME WITH ALX, VRLP, OR AN AFFILIATE OF ALX OR VRLP;
(B)
BORROWER SHALL NOTIFY LENDER IN WRITING (AND DELIVER A COPY OF
THE PROPOSED MANAGEMENT AGREEMENT) OF ANY ENTITY PROPOSED TO BE DESIGNATED AS A
REPLACEMENT MANAGER OF THE PROPERTY TO REPLACE MANAGER NOT LESS THAN THIRTY (30)
DAYS BEFORE SUCH REPLACEMENT MANAGER BEGINS TO MANAGE THE PROPERTY;
(C)
BORROWER SHALL, AT THE REQUEST OF LENDER, TERMINATE THE
MANAGEMENT AGREEMENT AND REPLACE THE MANAGER WITH A QUALIFIED MANAGER OR A
REPLACEMENT MANAGER OTHERWISE REASONABLY ACCEPTABLE TO LENDER, IF (AND ONLY IF)
(I) AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND THE