Common use of Affiliate Transfer Clause in Contracts

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by an entity directly or indirectly owned and Controlled by Bluerock Residential Growth REIT, Inc. (“Bluerock Affiliate Transferor”) to one or more “Bluerock Affiliate Transferor’s Affiliates” (“Bluerock Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Bluerock Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Bluerock Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Bluerock Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Bluerock Affiliate Transferor’s Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Bluerock Affiliate Transfer, Control and management of the day-to-day operations of Borrower and the Facility continue to be held by the Person exercising such Control and management immediately prior to the Bluerock Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Bluerock Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Bluerock Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Bluerock Affiliate Transferor’s Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Bluerock Affiliate Transferor’s Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Development. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Bluerock Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. B. The following definition is added to Article XII:

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by an entity directly or indirectly owned and Controlled by Bluerock Residential Growth REIT, Inc. (“Bluerock Affiliate Transferor”) to one or more “Bluerock Affiliate Transferor’s Affiliates” (“Bluerock Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Bluerock Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Bluerock Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Bluerock Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Bluerock Affiliate Transferor’s Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Bluerock Affiliate Transfer, Control and management of the day-to-day operations of Borrower and the Facility continue to be held by the Person exercising such Control and management immediately prior to the Bluerock Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Bluerock Affiliate Transfer. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Bluerock Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Bluerock Affiliate Transferor’s Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Bluerock Affiliate Transferor’s Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Developmentany Prohibited Parties List. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Bluerock Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. B. The following definition (K) Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender searches confirming that no Non-U.S. Equity Holder is added to Article XII:on any Prohibited Parties List.

Affiliate Transfer. A Transfer of any direct or indirect interests in Borrower held by an entity directly or indirectly owned and Controlled by Bluerock Residential Growth REIT, Inc. or Xxxxx Xxxxxx (“Bluerock Affiliate Transferor”) to one or more “Bluerock Affiliate Transferor’s Affiliates” of Affiliate Transferor’s Affiliates (“Bluerock Affiliate Transfer”) provided that each of the following conditions is satisfied: (A) Borrower provides Lender with at least 30 days prior Notice of the proposed Bluerock Affiliate Transfer and pays to Lender the Transfer Processing Fee. (B) At the time of the proposed Bluerock Affiliate Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (C) Borrower pays or reimburses Lender, upon demand, for all costs and expenses including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Bluerock Affiliate Transfer. (D) Lender determines, in Lender’s Discretion, that the Bluerock Affiliate Transferor’s Affiliate meets Lender’s eligibility, credit, management and other standards. (E) After the Bluerock Affiliate Transfer, Control and management of the day-to-day operations of Borrower and the Facility continue to be held by the Person exercising such Control and management immediately prior to the Bluerock Affiliate Transfer and there is no change in the Guarantor, if applicable. (F) Lender receives organizational charts reflecting the structure of Borrower prior to and after the Bluerock Affiliate TransferTransfer and, if required by Lender, the Loan Agreement is amended to revise Exhibit H to reflect the post-Affiliate Transfer organizational chart. (G) Lender will not be entitled to collect a Transfer Fee as the result of the Bluerock Affiliate Transfer. (H) Lender receives confirmation acceptable to Lender that (1) the requirements of Section 6.13 continue to be satisfied, and (2) the term of existence of the Bluerock Affiliate Transferor’s Affiliate (exclusive of any unexercised extension options or rights) does not expire prior to the Maturity Date. (I) Borrower delivers to Lender a search confirming that the Bluerock Affiliate Transferor’s Affiliate is not on the list of Specially Designated Nationals or other blocked persons published by the U.S. Office of Foreign Assets Control, or on the list of persons or entities prohibited from doing business with the Department of Housing and Urban Developmentany Prohibited Parties List. (J) If a nonconsolidation opinion was delivered on the Closing Date and if, after giving effect to the Bluerock Affiliate Transfer and all prior Transfers, 50% or more in the aggregate of direct or indirect interests in Borrower are owned by any Person and its Affiliates that owned less than a 50% direct or indirect interest in Borrower as of the Closing Date, Borrower delivers to Lender an opinion of counsel for Borrower, in form and substance satisfactory to Lender, with regard to nonconsolidation. B. The following definition (K) Borrower either (1) certifies that there are no Non-US Equity Holders, or (2) delivers to Lender searches confirming that no Non-U.S. Equity Holder is added on any Prohibited Parties List. (L) Borrower and Guarantor execute such additional documents as Lender may require to Article XII:evidence the Affiliate Transfer.