Common use of Limitations on Certain Activities Clause in Contracts

Limitations on Certain Activities. Without the prior written consent of the Required Lenders (or Administrative Agent at the request of the Required Lenders), which consent shall not be unreasonably withheld or delayed: (1) other than in the ordinary course of Borrower’s business, Borrower shall not lease all or a substantial part of Borrower’s business or Borrower’s assets; (2) without the prior written consent of the Required Lenders, Borrower shall not enter into or invest in any consolidation, merger, pool, syndicate or other combination unless Borrower is the surviving entity; (3) the legal structure of Borrower shall not change from a Maryland corporation that qualified to be taxed as a real estate investment trust under the provisions of Internal Revenue Code Sections 856 through 860; (4) Borrower’s or any Permitted Affiliate’s jurisdiction of formation, place of business, or chief executive office (if Borrower or such Permitted Affiliate has more than one place of business) shall not change except upon 30 days’ prior written notice to Administrative Agent; and (5) Borrower shall not suffer a change in its executive management such that (i) X. Xxxx Xxxxxx is no longer Chief Executive Officer, President and Chairman of the Board of Directors, (ii) Xxxx Xxxxx is no longer Executive Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, (iii) Xxxxx X. Xxxxxxxxx is no longer Managing Vice President, Finance and Chief Accounting Officer or (iv) there is a change in 25% or more of Borrower’s executive management which is in place on the Closing Date, unless such executive management is replaced by parties reasonably acceptable to Administrative Agent within ninety (90) days of such change.

Limitations on Certain Activities. Without the prior written consent of the Required Lenders (or Administrative Agent at the request of the Required Lenders), which consent shall not be unreasonably withheld or delayed: (1) Borrower shall not engage in any business activities that would result in less than 70% of the Gross Asset Value being derived from multifamily residential apartments; (2) other than in the ordinary course of Borrower’s business, Borrower shall not lease all or a substantial part of Borrower’s business or Borrower’s assets; (23) without the prior written consent of the Required Lenders, neither Borrower nor Guarantor shall not enter into or invest in any consolidation, merger, pool, syndicate or other combination unless Borrower or Guarantor, as applicable, is the surviving entity;entity and control of Borrower does not change. (34) the legal structure of Borrower shall not change from a Maryland corporation limited partnership that qualified to be taxed as is an operating partnership whose sole general partner is Guarantor, the legal structure of Guarantor shall not change from a publicly traded real estate investment trust under the provisions of Internal Revenue Code Sections 856 through 860and 857, and the legal structure of Borrower and Guarantor shall not change from a so-called up-REIT; (45) Borrower’s, Guarantor’s or any Permitted Affiliate’s jurisdiction of formation, place of business, or chief executive office (if Borrower Borrower, Guarantor or such Permitted Affiliate has more than one place of business) shall not change except upon 30 days’ prior written notice to Administrative Agent; (6) Borrower’s general partner shall not change from Guarantor; and (57) Borrower Guarantor shall not suffer a change in its executive management such that (i) Xxxxx Xxxxxxxx is no longer chief executive officer and he is not replaced by Xxxxxxx X. Xxxx Xxxxxx, Xxxxxx X. Xxxxxx is no longer Chief Executive Officer, President and Chairman chairman of the Board board of Directors, (ii) Xxxx Xxxxx directors or Xxxxxxx X. Xxxxxx is no longer Executive Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, chief operating officer (iii) Xxxxx X. Xxxxxxxxx is no longer Managing Vice President, Finance and Chief Accounting Officer or (iv) there is a change in 25% or more of Borrower’s unless he has become chief executive management which is in place on the Closing Dateofficer), unless such executive management is replaced by parties reasonably acceptable to Administrative Agent the Required Lenders within ninety (90) days of such change180 days.

Limitations on Certain Activities. Without the prior written consent of the Required Lenders (or Administrative Agent at the request of the Required Lenders), which consent shall not be unreasonably withheld or delayed: (1) Borrower shall not engage in any business activities that would result in less than seventy percent (70%) of the Gross Asset Value being derived from multifamily residential apartments; (2) other than in the ordinary course of Borrower’s 's business, Borrower shall not lease all or a substantial part of Borrower’s 's business or Borrower’s 's assets; (23) without the prior written consent of the Required Lenders, neither Borrower nor Guarantor shall not enter into or invest in any consolidation, merger, pool, syndicate or other combination unless Borrower or Guarantor, as applicable, is the surviving entity;entity and control of Borrower does not change. (34) the legal structure of Borrower shall not change from a Maryland corporation limited partnership that qualified to be taxed as is an operating partnership whose sole general partner is Guarantor, the legal structure of Guarantor shall not change from a publicly traded real estate investment trust under the provisions of Internal Revenue Code Sections 856 through 860and 857, and the legal structure of Borrower and Guarantor shall not change from as a so-called up-REIT; (45) Borrower’s 's, Guarantor's or any Permitted Affiliate’s 's jurisdiction of formation, place of business, or chief executive office (if Borrower Borrower, Guarantor or such Permitted Affiliate has more than one place of business) shall not change except upon 30 thirty (30) days’ ' prior written notice to Administrative Agent; (6) Borrower's general partner shall not change from Guarantor; and (57) Borrower Guarantor shall not suffer a change in its executive management such that (i) X. Xxxx Xxxxxx Xxxxx Xxxxxxxx is no longer Chief Executive Officer, President and Xxxxxx X. Xxxxxx is no longer Chairman of the Board of Directors, (ii) Xxxx Xxxxx Directors or Xxxxxxx X. Xxxxxx is no longer Executive Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, (iii) Xxxxx X. Xxxxxxxxx is no longer Managing Vice President, Finance and Chief Accounting Officer or (iv) there is a change in 25% or more of Borrower’s executive management which is in place on the Closing Date, unless such executive management is replaced by parties reasonably acceptable to Administrative Agent within ninety one hundred eighty (90180) days of such changedays.

Limitations on Certain Activities. Without the prior written consent of the Required Lenders (or Administrative Agent at the request of the Required Lenders), which consent shall not be unreasonably withheld or delayed: : Borrower shall not engage in any business activities that would result in less than seventy percent (170%) of the Gross Asset Value being derived from multifamily residential apartments; other than in the ordinary course of Borrower’s 's business, Borrower shall not lease all or a substantial part of Borrower’s 's business or Borrower’s 's assets; (2) without the prior written consent of the Required Lenders, ; neither Borrower nor Guarantor shall not enter into or invest in any consolidation, merger, pool, syndicate or other combination unless Borrower or Guarantor, as applicable, is the surviving entity; (3) entity and control of Borrower does not change. the legal structure of Borrower shall not change from a Maryland corporation limited partnership that qualified to be taxed as is an operating partnership whose sole general partner is Guarantor, the legal structure of Guarantor shall not change from a publicly traded real estate investment trust under the provisions of Internal Revenue Code Sections 856 through 860; (4) and 857, and the legal structure of Borrower and Guarantor shall not change from as a so-called up-REIT; Borrower’s 's, Guarantor's or any Permitted Affiliate’s 's jurisdiction of formation, place of business, or chief executive office (if Borrower Borrower, Guarantor or such Permitted Affiliate has more than one place of business) shall not change except upon 30 thirty (30) days’ ' prior written notice to Administrative Agent; and (5) Borrower Borrower's general partner shall not change from Guarantor; and Guarantor shall not suffer a change in its executive management such that (i) X. Xxxx Xxxxxx Xxxxx Xxxxxxxx is no longer Chief Executive Officer, President and Xxxxxx X. Xxxxxx is no longer Chairman of the Board of Directors, (ii) Xxxx Xxxxx Directors or Xxxxxxx X. Xxxxxx is no longer Executive Vice President, Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, (iii) Xxxxx X. Xxxxxxxxx is no longer Managing Vice President, Finance and Chief Accounting Officer or (iv) there is a change in 25% or more of Borrower’s executive management which is in place on the Closing Date, unless such executive management is replaced by parties reasonably acceptable to Administrative Agent within ninety one hundred eighty (90180) days days. Acquisition Down-REITs. Borrower and Guarantor shall not in any case: form additional down-REITs for property acquisitions (an "Acquisition down-REIT") unless they comply on an on-going basis with each of the following conditions: such Acquisition down-REIT is a limited partnership or limited liability company, and EMC or any wholly owned subsidiary of Borrower or Guarantor shall be the sole general partner of any such partnership or the sole managing member of such changelimited liability company; Guarantor and/or Borrower and/or EMC shall have effective management control of each Acquisition down-REIT and each property owned by such Acquisition down- REIT; and limited partners or members of such Acquisition down-REIT shall receive only partnership units or membership interests in the Acquisition down-REIT and/or cash for value contributed. liquidate or dissolve Borrower's or Guarantor's business or the business of any Permitted Affiliate (with the exception of a Permitted Affiliate that owns only one asset, in which case the business of such Permitted Affiliate may be liquidated or dissolved as long as, prior to or contemporaneously with such liquidation or dissolution, (x) all of the Unencumbered Asset Pool Property owned by such Permitted Affiliate is removed from the Unencumbered Asset Pool by Borrower pursuant to Section 4.1(b), (y) such Unencumbered Asset Pool Property is no longer included in the calculation of Availability hereunder, (z) after the removal of such Unencumbered Asset Pool Property, the aggregate Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations will be less than or equal to the Availability and no Event of Default exists); or dispose of all or substantially all of Borrower's or Guarantor's business or of Borrower's or Guarantor's assets or the business or assets of any Permitted Affiliate (with the exception of a Permitted Affiliate that owns only one asset, in which case the business or assets of such Permitted Affiliate may disposed of as long as, prior to or contemporaneously with such disposition, (x) all of the Unencumbered Asset Pool Property owned by such Permitted Affiliate is removed from the Unencumbered Asset Pool by Borrower pursuant to Section 4.1(b), (y) such Unencumbered Asset Pool Property is no longer included in the calculation of Availability hereunder, (z) after the removal of such Unencumbered Asset Pool Property, the aggregate Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations will be less than or equal to the Availability and no Event of Default exists).