Common use of Affiliate Transfers Clause in Contracts

Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement (except the last sentence of Section 12.1), the following Transfers shall not require the approval set forth in Section 12.1: (a) Any Transfer by BR Member or a Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of Bluerock Real Estate, L.L.C., including but not limited to any of the following so long as it continues to be an Affiliate of Bluerock Real Estate, L.L.C.: (i) BR REIT or any Person that is directly or indirectly owned by BR REIT; (ii) Bluerock Special Opportunity + Income Fund, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund, LLC; (iii) Bluerock Special Opportunity + Income Fund II, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund II, LLC, (iv) Bluerock Special Opportunity + Income Fund III, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund III, LLC, (v) Bluerock Growth Fund, LLC or any Person that is directly or indirectly owned by Bluerock Growth Fund, LLC and/or (vi) Bluerock Growth Fund II, LLC or any Person that is directly or indirectly owned by Bluerock Growth Fund II, LLC (collectively, a “Bluerock Transferee”); provided, that, following the date the BR REIT first acquires a direct or indirect interest in the Company or the Project, in all instances, BR REIT shall either retain, direct or indirectly, more than fifty percent (50%) of the ownership interest in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member on its audited financial statements; and (b) Any Transfer by TCR Member or a TCR Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of the TCR Member (a “TCR Transferee”).

Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement (except the last sentence of Section 12.1)Agreement, the following Transfers shall not require the approval set forth in Section 12.112.01: (a) Any Transfer by BR Member or a Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of Bluerock Real Estate, L.L.C., including but not limited to any of the following so long as it continues to be an Affiliate of (A) Bluerock Real EstateResidential Growth REIT, L.L.C.: Inc. (i“BR REIT”) BR REIT or any Person that is directly or indirectly owned by BR REIT; (iiB) Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund, LLCBR SOIF; (iiiC) Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II”) or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund BR SOIF II, LLC, (ivD) Bluerock Special Opportunity + Income Fund III, LLC (“BR SOIF III”) or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund BR SOIF III, LLC, (vE) Bluerock Growth Fund, LLC (“BR Growth”) or any Person that is directly or indirectly owned by Bluerock Growth FundBR Growth, LLC and/or (viF) Bluerock Growth Fund II, LLC (“BR Growth II”) or any Person that is directly or indirectly owned by Bluerock BR Growth Fund II, LLC II (collectively, a “Bluerock Transferee”); provided, that, following the date the BR REIT first acquires a direct or indirect common interest in the Company or the Project, in all instances, BR REIT shall either retain, direct or indirectly, more than a fifty percent (50%) of the ownership equity interest in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member on its audited financial statements; and (b) Any Provided only that the development of the Project is complete (as evidenced by the delivery of a final certificate of occupancy, the delivery of an architect’s certificate of completion and the release of the final contractor retainage), any Transfer by TCR Catalyst Member or a TCR Catalyst Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of the TCR Catalyst Member (a “TCR Catalyst Transferee”).

Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement (except the last sentence of Section 12.1)Agreement, the following Transfers shall not require the approval set forth in Section 12.112.01: (a) Any Transfer by BR Member or a Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of Bluerock Real Estate, L.L.C., including but not limited to any of the following so long as it continues to be an Affiliate of (A) Bluerock Real EstateResidential Growth REIT, L.L.C.: Inc. (i"BR REIT") BR REIT or any Person that is directly or indirectly owned by BR REIT; (iiB) Bluerock Special Opportunity + Income Fund, LLC ("BR SOIF") or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund, LLCBR SOIF; (iiiC) Bluerock Special Opportunity + Income Fund II, LLC ("BR SOIF II") or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund BR SOIF II, LLC, (ivD) Bluerock Special Opportunity + Income Fund III, LLC ("BR SOIF III") or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund BR SOIF III, LLC, (vE) Bluerock Growth Fund, LLC ("BR Growth") or any Person that is directly or indirectly owned by Bluerock Growth FundBR Growth, LLC and/or (viF) Bluerock Growth Fund II, LLC ("BR Growth II") or any Person that is directly or indirectly owned by Bluerock BR Growth Fund II, LLC II (collectively, a “"Bluerock Transferee”"); provided, that, following the date the BR REIT first acquires a direct or indirect interest in the Company or the Project, in all instances, BR REIT shall either retain, direct or indirectly, more than fifty percent (50%) of the ownership interest in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member on its audited financial statements; and (b) Any Provided only that the development of the Project is complete (as evidenced by the delivery of a final certificate of occupancy, the delivery of an architect's certificate of completion and the release of the final contractor retainage), any Transfer by TCR Catalyst Member or a TCR Catalyst Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of the TCR Catalyst Member (a “TCR "Catalyst Transferee”").

Affiliate Transfers. Notwithstanding anything to the contrary contained in this Agreement (except the last sentence of Section 12.1)Agreement, the following Transfers shall not require the approval set forth in Section 12.112.01, to the extent otherwise permissible under the Bridge Loan or any subsequent Loan: (a) Any Transfer by a BR Member or a Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of Bluerock Real Estate, L.L.C.L.L.C. that has sufficient capital to perform the obligations of the transferring BR Member hereunder, including but not limited to any of the following so long as it continues to be an Affiliate of (A) Bluerock Real EstateResidential Growth REIT, L.L.C.: Inc. (i“BR REIT”) BR REIT or any Person that is directly or indirectly owned by BR REIT; (iiB) Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund, LLCBR SOIF; (iiiC) Bluerock Special Opportunity + Income Fund II, LLC (“BR SOIF II”) or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund BR SOIF II, LLC, (ivD) Bluerock Special Opportunity + Income Fund III, LLC (“BR SOIF III”) or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund BR SOIF III, LLC, (vE) Bluerock Growth Fund, LLC (“BR Growth”) or any Person that is directly or indirectly owned by Bluerock Growth FundBR Growth, LLC and/or (viF) Bluerock Growth Fund II, LLC (“BR Growth II”) or any Person that is directly or indirectly owned by Bluerock BR Growth Fund II, LLC II (collectively, a “Bluerock Transferee”); provided, that, following the date the BR REIT first acquires a direct or indirect common interest in the Company or the Project, in all instances, BR REIT shall either retain, direct or indirectly, more than fifty percent (50%) of the ownership interest interests in the BR Member or otherwise retain the power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member Project on its audited financial statements; and (b) Any Provided only that the Parking Improvements are complete and the Project has reached Project Stabilization, any Transfer (other than a Transfer that would result in a TriBridge Change of Control) by TCR the TriBridge Member or a TCR TriBridge Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of the TCR TriBridge Member that has sufficient capital to perform the obligations of the TriBridge Member hereunder (a “TCR TriBridge Transferee”).