Common use of Change in Management or Control Clause in Contracts

Change in Management or Control. The occurrence of any ------------------------------- management, organizational or other material change in the Borrower or the partners or venturers thereof, including, without limitation, partnership or joint venture disputes, which Lender determines, in its reasonable discretion, will have a material adverse effect on the Loan, the Leasehold Interest, the security for the Loan or upon Borrower's or its partners' and venturers' ability to perform their obligations under the Loan Documents, without Lender's prior written consent; provided, however, that Lender shall not unreasonably withhold or delay its consent to any (i) distribution to any general or limited partner of Borrower of such partner's respective interest therein or (ii) assignment or transfer by any general or limited partner of Borrower of its respective interest so distributed to any person or entity controlling, controlled by, or under common control with such general or limited partner (each an "Affiliate"), provided that (A) such distribution, assignment or transfer is made for the purpose of accomplishing a tax free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and (B) any and all such Affiliates agree to assume all of the liabilities and obligations of Borrower and such general or limited partner to Lender pursuant to a written instrument satisfactory to Lender.