Common use of Change in Management or Control Clause in Contracts

Change in Management or Control. (i) The occurrence of any material management or organizational change in Borrower or in the partners, venturers or members of Borrower, including, without limitation, any partnership, joint venture or member dispute which Lender determines, in its sole and absolute discretion, shall have a material adverse effect on the Loan, on the Property and Improvements, or on the ability of Borrower or its partners, venturers or members to perform their obligations under the Loan Documents. The Borrower is owned 100% by the Guarantor and the Guarantor is owned 1% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shopping Center OP GP, LLC, a Delaware limited liability company, its general partner, and 99% by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – ARC Shopping Center REIT, Inc., a Maryland corporation (the “REIT”), its sole limited partner. Changes in the organizational structure or ownership of Borrower and the Guarantor shall not be permitted; provided, however, that the following transfers of ownership interests within the REIT will not require Lender’s prior consent or the payment of a fee: (A) a transfer by devise or descent or by operation of law upon the death of a partner, member or stockholder of REIT, (B) a sale or transfer of a partnership, shareholder or membership interest in REIT, whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member (or a trust for the benefit of any such persons), or (C) a transfer of the shares or membership interests in the REIT in connection with a public offering (and/or any other transfers required in order to effectuate such public offering and/or any other transfers associated with a public listing), provided that following such transfer any of ▇▇▇▇ ▇▇▇▇▇▇, R. ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall occupy the position of chief executive officer, chairman of the board of directors or president of such entity; or (ii) any change to Borrower’s organizational documents that would have a material adverse effect on its ability to own and operate its properties or perform the terms of the Loan Documents; or (iii) the failure of Borrower or its affiliate to remain as the developer and property manager for the Property; or