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2.1.52 "Record," "recorded," "recording" or "recordation" each mean
<br />recordation of the referenced document in the official records of the Recorder of the County.
<br />2.1.53 "State" means the State of California.
<br />2.1.54 "Transfer" of any property, right or obligation means any of the
<br />following, whether by operation of law or otherwise, whether voluntary or involuntary, and
<br />whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage,
<br />pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property,
<br />right or obligation, or of any legal, beneficial, or equitable interest or estate in such property,
<br />right or obligation or any part of it (including the grant of any easement, lien, or other
<br />encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale, or other
<br />transfer of any direct or indirect Equity Interest(s) in the owner of such property, right or
<br />obligation by the holders of such Equity Interest(s); (c) any transaction described in "b"
<br />affecting any Equity Interest(s) or any other interest in such property, right or obligation or in
<br />any such owner (or in any other direct or indirect owner at any higher tier of ownership) through
<br />any manner or means whatsoever; or (d) any transaction that is in substance equivalent to any
<br />of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "b" through
<br />"d," shall be deemed a Transfer by the Operator even though the Operator is not technically the
<br />transferor. A "Transfer" shall not, however, include any of the foregoing (provided that the
<br />other Party to this Agreement has received Notice of such occurrence) relating to any Equity
<br />Interest: (a) that constitutes a mere change in form of ownership with no material change in
<br />beneficial ownership and constitutes a tax-free transaction under federal income tax law and
<br />the State real estate transfer tax; (b) to member(s) of the immediate family(ies) of the
<br />transferor(s) or trusts for their benefit; or (c) to any Person that, as of the Commencement Date,
<br />holds an Equity Interest in the entity whose Equity Interest is being transferred.
<br />2.1.55 "Unavoidable Delay" means a delay in either Party performing any
<br />obligation required to be performed by such Party under this Agreement, except payment of
<br />money, arising from or on account of any cause whatsoever beyond the Party's reasonable
<br />control, despite such Party's reasonable diligent efforts, including industry -wide strikes, labor
<br />troubles or other union activities (but only to the extent such actions do not result from an act
<br />or omission of the Party), casualty, war, acts of terrorism or riots. Unavoidable Delay shall not
<br />include delay caused by a Party's financial condition, illiquidity, or insolvency.
<br />2.1.56 "Usury Limit' means the highest rate of interest, if any, that Law allows
<br />under the circumstances.
<br />2.1.57 "Waiver of Subrogation' means a provision in, or endorsement to, any
<br />Liability Insurance, Automobile Liability Insurance or Property Insurance policy, by which the
<br />insurance carrier agrees to waive rights of recovery by way of subrogation against any Person
<br />for any loss such policy covers.
<br />2.1.58 "Workers' Compensation Insurance" means worker's compensation
<br />insurance complying with the provisions of State Law and an employer's liability insurance
<br />endorsement, with commercially standard limits, covering all employees of the Developer, its
<br />contractors and vendors.
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