Restrictions on Manager and Private Owner. Neither the Private Owner nor, notwithstanding any delegation of authority to it hereunder, the Manager may or shall in any event (x) do, or cause the Company to do, any act or take, or cause the Company to take, any action in contravention of any Law, or (y) take any of the following actions on behalf of, or with respect to, the Company, or otherwise cause the Company to take any of the following actions, in the case of all of the foregoing without the prior written approval of the Initial Member and, until occurrence of the Purchase Money Notes Defeasance Date, the Purchase Money Notes Guarantor, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretion:
(i) admitting additional or substitute members of the Company, except in accordance with Article VIII;
(ii) changing the legal form of the Company to other than a limited liability company;
(iii) taking any action that would cause the Company to be treated as other than a partnership for federal tax purposes;
(iv) taking any action that would make it impossible to carry on the ordinary business of the Company;
(v) conducting Bulk Sales during any of (A) the first three successive 12-month periods after the Closing Date, or (B) any of the subsequent successive 12-month periods thereafter until the occurrence of the Purchase Money Notes Defeasance Date, in each case in an aggregate amount (for such 12-month period) in excess of ten percent (10%) of the aggregate Unpaid Principal Balance of all Loans as at the beginning of such 12-month period (or, for such first 12-month period, as at the Cut-Off Date as indicated on the Loan Schedule); provided, that, for purposes of the foregoing (A) the amount of any Bulk Sale shall be determined (1) for Loans, or any Bulk Sale of all or substantially all of the remaining Underlying Collateral (including any REO Property or other Acquired Property) with respect to any Loan, based on the aggregate Unpaid Principal Balance (including, as applicable, taking into account clauses (iii) and (iv) of the definition thereof) as of the time of such Bulk Sale, and (2) for Acquired Property (including REO Property) or any portion thereof where such Bulk Sale does not involve all or substantially all of the related Loan or other remaining Underlying Collateral (including any REO Property or other Acquired Property) with respect to such Loan, based on the value thereof as of the time of such sale or dis...
Restrictions on Manager and Private Owner. Neither the Private Owner nor, notwithstanding any delegation of authority to it hereunder, the Manager may or will in any event (x) do, or cause the Company to do, any act or take, or cause the Company to take, any action in contravention of any Law, or (y) take any of the following actions on behalf of, or with respect to, the Company, or otherwise cause the Company to take any of the following actions (or, as to clause (xvi) below, take, or permit or suffer any other applicable Person to take, any action set forth therein), in the case of all of the foregoing without the prior written approval of the Initial Member, which approval may be withheld or conditioned in the sole and absolute discretion of the Initial Member:
(i) admitting additional or substitute members of the Company, except in accordance with Article VIII; liability company;
Restrictions on Manager and Private Owner. Neither the Private Owner nor, notwithstanding any delegation of authority to it hereunder, the Manager may or will in any event
Restrictions on Manager and Private Owner. Neither the Private Owner nor, notwithstanding any delegation of authority to it hereunder, the Manager may or will in any event (x) do, or cause the Company to do, any act or take, or cause the Company to take, any action in contravention of any Law, or (y) take any of the following actions on behalf of, or with respect to, the Company, or otherwise cause the Company to take any of the following actions (or, as to clause
(i) admitting additional or substitute members of the Company, except in accordance with Article VIII; liability company;
