Common use of Restrictions on Manager and Private Owner Clause in Contracts

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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any Loan, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any Loan, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any Loan, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Proceeds allocable to the Initial Member; (xii) disbursing funds from the Collection Account, the Working Capital Reserve Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan other than (A) Funding Draws or (B) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of Loan to the Acquired Property, permitted under the applicable Loan Documents; (xiv) reimbursing the Manager for any expense or cost incurred (or paid) to any Affiliate of any of the Company, the Private Owner, the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 1224-month periods period after the Closing Date, or Date (B) any of the subsequent successive 12-month periods thereafter until the occurrence of unless the Purchase Money Notes Defeasance DateDate has occurred), in each case in an aggregate amount (for such 1224-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 disposition, including, where available, based on the most recent appraisal price or broker opinionAppraised Value Net of Estimated Cost to Sell, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary Transaction Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any Loan, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any Loan, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any Loan, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Proceeds allocable to the Initial Member; (xii) disbursing funds from the Collection Account, the Working Capital Reserve Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan other than (A) Funding Draws or (B) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of Loan to the Acquired Property, permitted under the applicable Loan Documents; (xiv) reimbursing the Manager for any expense or cost (other than Servicing Expenses and Pre-Approved Charges) incurred (or paid) to any Affiliate of any of the Company, the Private Owner, the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary Transaction Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any Loan, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any Loan, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any Loan, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Proceeds allocable to the Initial Member; (xii) disbursing funds from the Collection Account, the Working Capital Reserve Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan other than (A) Funding Draws or (B) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or would have been, prior to the conversion of Loan to the Acquired Property, permitted under the applicable Loan Documents; (xiv) reimbursing the Manager for any expense or cost incurred (or paid) to any Affiliate of any of the Company, the Private Owner, Owner of the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 actionsactions (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 and, until occurrence of the Purchase Money Notes Defeasance Date, the Purchase Money Notes GuarantorMember, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretiondiscretion of the Initial Member: (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 12twelve-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 conducting Bulk Sales in an aggregate amount (for such 12twelve-month period) in excess of ten percent (10%) 10.0% of the aggregate Unpaid Principal Balance of all Loans Assets as at of the beginning of such 12twelve-month period (or, for such first 12twelve-month period, as at the Cut-Off Date as indicated on the Loan Asset Schedule); provided, that, it being understood 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any Acquired REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary other Transaction Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require (or refusing to take any action where the result of such refusal would so require) the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring (or permitting the sale or other transfer by a Borrower or Obligor of) any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any the Servicer, any Subservicer, Sub-Servicer or any Affiliate (other than the Company or an Ownership Entity) of any of the foregoing or of the Company; (x) except as expressly permitted pursuant to Section 12.22, financing (or accepting consideration other than cash payable in full, subject to customary post-closing purchase price adjustments and prorations, at the closing of) the sale or other transfer of any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member, other than contractual obligations solely of the Company with respect to customary post-closing purchase price adjustments and prorations; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Distribution Account, the Working Capital Reserve Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, and the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (A) Required Funding Draws Draws, (B) Permitted Development Expenses, or (BC) Servicing Expenses to the extent that capitalizing such Servicing Expenses is permitted (or with respect to Acquired Property would have been, been permitted prior to the conversion of the Loan to the Acquired Property, permitted ) under the applicable Loan Asset Documents; (xiv) reimbursing the Manager for any expense or cost incurred by (or paidpaid by) to any Affiliate of any of the Company, the Private Owner, Owner or the Manager, the Servicer or any SubservicerSub-Servicer (provided that this clause (xiv) does not prohibit reimbursing the Manager for Servicing Expenses or Pre-Approved Charges solely as a result of the Manager being an Affiliate of the Company, the Servicer or any Sub-Servicer); (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary other Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary other Transaction Document); (xvi) other than through the Company (and the Ownership Entities), acquiring (or permitting or suffering any Specified Parent, or any Affiliate of any of the Company, the Manager, the Private Owner or any Specified Parent to acquire) any interest whatsoever in or relating to any Asset or Collateral (including, in the case of any Loan Participation, any interest in the underlying loan or collateral with respect thereto); or (xvixvii) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 GuarantorRequired Consenting Parties, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretiondiscretion of each such Required Consenting Party: (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 two successive 12-month periods after the Closing Date, (1) selling or otherwise transferring an Asset for proceeds in excess of $30,000,000 or (B2) any of the subsequent successive 12-month periods thereafter until the occurrence of the Purchase Money Notes Defeasance Date, in each case conducting Bulk Sales in an aggregate amount (for such 12-month period) in excess of ten percent (10%) of the aggregate Unpaid Principal Balance of all Loans Assets 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 Asset Schedule); provided, that, it being understood 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any Acquired REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary other Transaction Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Distribution Account, the Working Capital Reserve Account, the Company Development Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement Agreement, the Advance Facility or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the Advance Facility Documents, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (A) Required Funding Draws Draws, (B) Permitted Vertical Completion Expenses, (C) Permitted Horizontal Development Expenses, or (BD) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or or, with respect to Acquired Property would have been, been prior to the conversion of the Loan to the Acquired Property, permitted under the applicable Loan Asset Documents; (xiv) reimbursing the Manager for any expense or cost incurred by (or paidpaid by) to any Affiliate of any of the Company, the Private Owner, Owner or the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary other Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary other Transaction Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 GuarantorRequired Consenting Parties, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretiondiscretion of each such Required Consenting Party: (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;limited (iii) taking any action that would cause the Company to be treated as other than a partnership for federal tax purposes;as (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 two successive 12-month periods after the Closing Date, (1) selling or otherwise transferring an Asset for proceeds in excess of $30,000,000 or (B2) any of the subsequent successive 12-month periods thereafter until the occurrence of the Purchase Money Notes Defeasance Date, in each case conducting Bulk Sales in an aggregate amount (for such 12-month period) in excess of ten percent (10%) of the aggregate Unpaid Principal Balance of all Loans Assets 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 Asset Schedule); provided, that, it being understood 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any Acquired REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary other Transaction Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Distribution Account, the Working Capital Reserve Account, the Company Development Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement Agreement, the Advance Facility or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the Advance Facility Documents, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (A) Required Funding Draws Draws, (B) Permitted Vertical Completion Expenses, (C) Permitted Horizontal Development Expenses, or (BD) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or or, with respect to Acquired Property would have been, been prior to the conversion of the Loan to the Acquired Property, permitted under the applicable Loan Asset Documents; (xiv) reimbursing the Manager for any expense or cost incurred by (or paidpaid by) to any Affiliate of any of the Company, the Private Owner, Owner or the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary other Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary other Transaction Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 actionsactions (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 and, until occurrence of the Purchase Money Notes Defeasance Date, the Purchase Money Notes GuarantorMember, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretiondiscretion of the Initial Member: (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;as (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 12twelve-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 conducting Bulk Sales in an aggregate amount (for such 12twelve-month period) in excess of ten percent (10%) 10.0% of the aggregate Unpaid Principal Balance of all Loans Assets as at of the beginning of such 12twelve-month period (or, for such first 12twelve-month period, as at the Cut-Off Date as indicated on the Loan Asset Schedule); provided, that, it being understood 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any Acquired REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary other Transaction Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require (or refusing to take any action where the result of such refusal would so require) the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring (or permitting the sale or other transfer by a Borrower or Obligor of) any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any the Servicer, any Subservicer, Sub-Servicer or any Affiliate (other than the Company or an Ownership Entity) of any of the foregoing or of the Company; (x) except as expressly permitted pursuant to Section 12.22, financing (or accepting consideration other than cash payable in full, subject to customary post-closing purchase price adjustments and prorations, at the closing of) the sale or other transfer of any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member, other than contractual obligations solely of the Company with respect to customary post-closing purchase price adjustments and prorations; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Distribution Account, the Working Capital Reserve Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, and the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (A) Required Funding Draws Draws, (B) Permitted Development Expenses, or (BC) Servicing Expenses to the extent that capitalizing such Servicing Expenses is permitted (or with respect to Acquired Property would have been, been permitted prior to the conversion of the Loan to the Acquired Property, permitted ) under the applicable Loan Asset Documents; (xiv) reimbursing the Manager for any expense or cost incurred by (or paidpaid by) to any Affiliate of any of the Company, the Private Owner, Owner or the Manager, the Servicer or any SubservicerSub-Servicer (provided that this clause (xiv) does not prohibit reimbursing the Manager for Servicing Expenses or Pre-Approved Charges solely as a result of the Manager being an Affiliate of the Company, the Servicer or any Sub-Servicer); (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary other Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary other Transaction Document); (xvi) other than through the Company (and the Ownership Entities), acquiring (or permitting or suffering any Specified Parent, or any Affiliate of any of the Company, the Manager, the Private Owner or any Specified Parent to acquire) any interest whatsoever in or relating to any Asset or Collateral (including, in the case of any Loan Participation, any interest in the underlying loan or collateral with respect thereto); or (xvixvii) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

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 GuarantorRequired Consenting Parties, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretiondiscretion of each such Required Consenting Party: (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 two 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 conducting Bulk Sales in an aggregate amount (for such 12-month period) in excess of ten percent (10%) of the aggregate Unpaid Principal Balance of all Loans Assets 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 Asset Schedule); provided, that, it being understood 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any Acquired REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary other Transaction Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member, other than contractual obligations with respect to customary post-closing purchase price adjustments and prorations; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Distribution Account, the Working Capital Reserve Account, the Company Development Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement Agreement, the Advance Facility or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the Advance Facility Documents, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (A) Required Funding Draws Draws, (B) Permitted Vertical Completion Expenses, (C) Permitted Horizontal Development Expenses, or (BD) Servicing Expenses to the extent that capitalizing such Servicing Expenses is or or, with respect to Acquired Property would have been, been prior to the conversion of the Loan to the Acquired Property, permitted under the applicable Loan Asset Documents; (xiv) reimbursing the Manager for any expense or cost (other than Servicing Expenses and Pre-Approved Charges) incurred by (or paidpaid by) to any Affiliate of any of the Company, the Private Owner, Owner or the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary other Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary other Transaction Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.

Restrictions on Manager and Private Owner. Neither the Private Owner nor, notwithstanding any delegation of authority to it hereunder, the Manager may or shall 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 actionsactions (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 and, until occurrence of the Purchase Money Notes Defeasance Date, the Purchase Money Notes GuarantorRequired Consenting Parties, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Guarantor’s sole and absolute discretiondiscretion of each such Required Consenting Party: (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 income 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 12twelve-month periods after period immediately following the Closing Date, or (B1) any of the subsequent successive 12-month periods thereafter until the occurrence of the Purchase Money Notes Defeasance Date, in each case conducting Bulk Sales in an aggregate amount (for such 12-month period) in excess of ten percent (10%) 10.0% of the aggregate Unpaid Principal Balance of all Loans Assets as at of the beginning of such 12Cut-month period (or, for such first 12-month periodOff Date, as at indicated on the Asset Schedule or (2) selling or otherwise transferring Assets representing in the aggregate in excess of 25.0% of the aggregate Unpaid Principal Balance of all Assets as of the Cut-Off Date as indicated on the Loan Asset Schedule); provided, that, it being understood 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (Bthis Section 3.4(v) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall will constitute a sale or other disposition of the Acquired Property (including any Acquired REO Property) held directly or indirectly by such Ownership Entity;Entity;‌ (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary Document);other Transaction Document);‌ (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require (or refusing to take any action where the result of such refusal would so require) the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring (or permitting the sale or other transfer by a Borrower or Obligor of) any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any the Servicer, any Subservicer, Subservicer or any Affiliate (other than the Company or an Ownership Entity) of any of the foregoing or of the Company; (x) except as expressly permitted pursuant to Section 12.22, financing (or accepting consideration other than cash payable in full, subject to customary post-closing purchase price adjustments and prorations, at the closing of) the sale or other transfer of any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any LoanAsset, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Loan Asset Proceeds allocable to the Initial Member, other than contractual obligations solely of the Company with respect to customary post-closing purchase price adjustments and prorations; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Distribution Account, the Working Capital Reserve Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the applicable Servicing Agreement and the Reimbursement, Security and Guaranty Agreement and the applicable Servicing Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Loan Asset other than (A) Required Funding Draws or (B) Servicing Expenses to the extent that capitalizing such Servicing Expenses is permitted (or with respect to Acquired Property would have been, been permitted prior to the conversion of the Loan to the Acquired Property, permitted ) under the applicable Loan Asset Documents; (xiv) reimbursing the Manager for any expense or cost incurred by (or paidpaid by) to any Affiliate of any of the Company, the Private Owner, Owner or the Manager, the Servicer or any Subservicer;Subservicer (provided that this clause (xiv) does not prohibit reimbursing the Manager for Servicing Expenses or Pre-Approved Charges solely as a result of the Manager being an Affiliate of the Company, the Servicer or any Subservicer);‌ (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary other Transaction Document (for avoidance of doubt, nothing in this clause (xv) shall will require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary Document); orother Transaction Document);‌ (xvi) other than through the Company (and the Ownership Entities), acquiring (or permitting or suffering any Specified Parent, or any Affiliate of any of the Company, the Manager, the Private Owner or any Specified Parent to acquire) any interest whatsoever in or relating to any Asset or Collateral (including, in the case of any Loan Participation, any interest in the underlying loan or collateral with respect thereto); (xvii) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.Act;‌ (xviii) accepting any assets (including any additional collateral) other than cash and Permitted Investments as payment or consideration for any amendment, compromise, settlement, partial payment or payment in full of any Loan or other payment obligation owing to the Company or any Ownership Entity in respect of the Assets; or (xix) opening or maintaining (for the Company or any Ownership Entity) any bank account other than (A) the Accounts required or expressly permitted to be maintained with the Paying Agent pursuant to terms of this Agreement and the Paying Agency Agreement,

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 Note Maturity Date, the Purchase Money Notes Note Guarantor, which approval may be withheld or conditioned in the Initial Member’s and the Purchase Money Notes Note Guarantor’s sole and absolute discretiondiscretion except as otherwise provided in this Agreement and the documentation executed in connection herewith: (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 a 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 disposition, including, where available, based on the most recent appraisal price or broker opinion, and (B) the sale or other disposition of an Ownership Entity (or any voting or equity interest therein) shall constitute a sale or other disposition of the Acquired Property (including any REO Property) held directly or indirectly by such Ownership Entity; (vi) incurring any liability on behalf of the Company (other than liabilities to trade creditors in the ordinary course of the Business and such other liabilities as may be permitted by this Agreement or any Ancillary Document); (vii) possessing or transferring Company Property for other than Company purposes; (viii) taking any action that would require the Company to register as an “investment company” (as defined in the Investment Company Act); (ix) selling or otherwise transferring any Mortgage Loan, Underlying Collateral or Acquired Property (or any portion thereof) to the Manager, the Private Owner, any Servicer, any Subservicer, or any Affiliate of any of the foregoing or of the Company; (x) financing the sale or other transfer of any Mortgage Loan, Underlying Collateral or Acquired Property (or any portion thereof); (xi) selling any Mortgage Loan, Underlying Collateral or Acquired Property (or any portion thereof) in a transaction that provides for any recourse against the Company, the Initial Member or the FDIC, in any capacity, or against the LLC Interest held by the Initial Member or any share of the Mortgage Loan Proceeds allocable to the Initial Member; (xii) disbursing disbursing, or causing the disbursement of, funds from the Collection Account, the Working Capital Distribution Account, the Special Reserve Account, the Liquidity Account or other accounts created under this Agreement, the Custodial and Paying Agency Agreement or any Servicing Agreement other than in accordance with (and without violation of any requirement contained in) the provisions of this Agreement, the Custodial and Paying Agency Agreement, the applicable Servicing Agreement and the Reimbursement, Reimbursement and Security and Guaranty Agreement; (xiii) advancing additional funds that would increase the Unpaid Principal Balance of any Mortgage Loan other than (A) Funding Draws or (B) Servicing Expenses except as required pursuant to the extent that capitalizing such Servicing Expenses is or would have beenMortgage Loan Documents including, prior but not limited to the conversion of Loan to the Acquired Property, permitted under the applicable Loan DocumentsFunding Draws; (xiv) reimbursing the Manager for any expense or cost incurred (or paid) to any Affiliate of any of the Company, the Private Owner, Owner of the Manager, the Servicer or any Subservicer; (xv) taking any action or omitting to take any action that causes the Company to breach any representation, warranty, covenant or other agreement contained herein or in any Ancillary Document (for avoidance of doubt, nothing in this clause (xv) shall require the Private Owner or the Manager to make any capital contribution or advances which are not otherwise required of it under the express terms of this Agreement or any Ancillary Document); or (xvi) taking any action for which the consent of some or all of the members of a limited liability company is (unless otherwise provided in the limited liability company agreement of such limited liability company) required by the Act.