Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the ownership, or management or economic interests (whether direct or indirect) of the Project, or (b) any Transfer. Notwithstanding the foregoing, (A) so long as CJUF continues to hold the ownership interest in Borrower which CJUF held at Closing and no monetary Event of Default then exists (including without limitation default in making a Deficiency Deposit), or if a monetary Event of Default does exist and is cured by Borrower or CJUF, CJUF may with prior written notice to Lender (but without Lender’s consent) replace Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. as the managing member of Borrower (with Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. retaining its current ownership interest but as non-managing member), (B) even if a monetary Event of Default then exists, so long as CJUF continues to hold the ownership interest in Borrower which CJUF held at Closing, CJUF may request that Lender approve CJUF replacing Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. as managing member of Borrower (with Xxxxxxx Xxxxx 00 Xxxxxxxxxxx, X.X. retaining its current ownership interest but as non-managing member), and Lender shall grant or deny such consent in its reasonable discretion, and (C) the following Transfers of interests as Borrower’s direct or indirect constituent entities shall be permitted without Lender’s consent: (i) Transfers of direct or indirect interests in Canyon-Xxxxxxx Urban Fund II, L.P., (ii) Transfers of non-controlling interests in Guarantor, (iii) Leases permitted hereunder; and (iv) the sale and release of various components of the Project pursuant to Sections 14.9 and 14.9A hereof. The sale and conveyance of Residential Units shall be permitted in accordance with Article 14 hereof. Borrower may also dispose of immaterial quantities of personal property without Lender’s prior consent.

Prohibition of Assignments and Transfers by Borrower. (a) Borrower shall not assign its rights under this Agreement and any purported assignment shall be void. Except as provided in Section 18.1(b) below or in connection with a Permitted Transfer, without the prior written consent of Lender (which consent may be withheld by Lender in its sole discretion), Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower or (b) any Transfer. Lender’s consent if given in connection with any transfer request shall not be deemed to be a waiver of Lender’s right to require such consent in the future. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Project made in contravention of this Agreement shall be null and void and of no force or effect. (b) In connection with any corporate equity or debt financing made by an Institutional Lender for the benefit of any of Maui Land & Pineapple Company, Inc., Exclusive Resorts and Marriot International, Inc. (each, a “Principal”), Principal shall have the right to pledge its respective limited liability company interests in MLP KB Partner LLC, a Hawaii limited liability company, ER Kapalua Investors Fund, LLC, a Delaware limited liability company, and MH Kapalua Venture, LLC, a Delaware limited liability company, as security for such financing; provided, however, that in each such instance, (A) there shall then exist no Default or Event of Default under this Agreement or any of the other Loan Documents; (B) the lender, and any subsequent holder of the note under such loan, must be an Institutional Lender; (C) Principal shall provide Lender with (i) no less than thirty (30) days’ prior written notice of such financing, (ii) copies of all such financing documents and instruments, and (iii) a “non-consolidation opinion” reasonably satisfactory to Lender. (c) Borrower covenants and agrees that, as a condition to any Permitted Transfer, (A) there shall then exist no Default or Event of Default under this Agreement or any of the other Loan Documents; (B) Borrower shall provide Lender with thirty (30) days’ prior written notice of such Permitted Transfer; (C) Borrower shall provide Lender all documents and statements as may be reasonably requested by Lender in connection with such Permitted Transfer and evidence confirming that such transaction complies with the requirements of a Permitted Transfer, and (D) Borrower shall provide updated opinions, including non-consolidation opinions, in...

Prohibition of Assignments and Transfers by Borrower. Borrower shall not assign or attempt to assign its rights under this Agreement and any purported assignment shall be void. Without the prior written consent of Lender, in Lender’s sole discretion, Borrower shall not suffer or permit (a) any change in the management (whether direct or indirect) of the Project or of Borrower, or (b) any Transfer. Notwithstanding the foregoing to the contrary, provided the OFAC Compliance Condition and Control Condition (and any other conditions set forth in (a) through (g) below) are satisfied and complied with, the following Transfers shall be permitted without Lender’s prior written consent: (a) a Transfer by devise or descent or by operation of law upon the death of an individual member, partner or shareholder of any Person that is a direct or indirect legal or beneficial owner of Borrower where such Transfer does not result in an Event of Default; (b) the Transfer of up to forty-nine and nine-tenths percent (49.9%) in the aggregate of the membership percentage interests in BR/CDP UCFP Venture, LLC (“BR/CDP Venture”); (c) a Transfer of interests by and among the existing members of CDP UCFP Developer, LLC (“Catalyst Member”) or Catalyst Development Partners II, LLC; (d) a Transfer of the membership interests in BR/CDP Venture by BR Member to Catalyst Member; (e) a Transfer of interests in BR Member by the existing members of BR Orlando UCFP, LLC (the “BR Member”) to Affiliates of BR Member, and further provided after such Transfer (i) Bluerock Special Opportunity + Income Fund, LLC (“BR SOIF”) (or following the Transfer described in subsection (f) below, BR REIT, BR Operating Partnership or one of their Affiliates) shall continue to own a majority common membership interest in, and to Control, BR Member; and (ii) BR Member continues to be a member of BR/CDP Venture; (f) a Transfer of interests in BR Member by (1) the admission of Bluerock Residential Growth REIT, Inc (“BR REIT”), Bluerock Residential Holdings, LP (“Bluerock Operating Partnership”) (or an Affiliate directly or indirectly owned and controlled by BR REIT or BR Operating Partnership) as a preferred equity member of BR Member holding typical preferred equity rights in BR Member as the owners of BR Member approve, including but not limited to, the right to a preferred return with respect to the other members of BR Member, consent rights over certain major decisions of BR Member, additional management control over BR Member in the event of a default under the pr...

Prohibition of Assignments and Transfers by Borrower. Borrower shall not, without the prior written consent of Lender, assign or attempt to assign its rights under this Agreement. Except as provided hereinafter, Borrower will not, without the prior written consent of Lender, suffer or permit the Improvements or any part thereof or any interest therein to be assigned, sold, pledged, encumbered, transferred, hypothecated or otherwise disposed of until the provisions of this Agreement have been fully complied with and the Loan and all other sums evidenced by the Note and/or secured by the Deed of Trust and other Loan Documents, have been repaid in full. Notwithstanding the foregoing, Borrower may transfer its interest in the Improvements after completion of the Construction of the Improvements to Central Nevada Utilities Company prior to payment of all sums due Lender under the Note.

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