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2.1.86 "Title Company" means First American Title Company or such other title
<br />insurance company as mutually agreed upon between the City and the Developer in writing.
<br />2.1.87 "Title Policy" means a standard owner's policy of title insurance issued by
<br />the Title Company, with coverage in the amount of the Purchase Price and insuring fee title to the
<br />Property vested in the Developer, subject to the Permitted Exceptions.
<br />2.1.88 "Transfer" of any property, right or obligation means any of the following,
<br />whether by operation of law or otherwise, whether voluntary or involuntary, and whether direct or
<br />indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other
<br />transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any
<br />legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of
<br />it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange,
<br />issuance, modification, reallocation, sale, or other transfer of any direct or indirect Equity
<br />Interest(s) in the owner of such property, right or obligation by the holders of such Equity
<br />Interest(s); (c) any transaction described in "b" affecting any Equity Interest(s) or any other interest
<br />in such property, right or obligation or in any such owner (or in any other direct or indirect owner
<br />at any higher tier of ownership) through any manner or means whatsoever; or (d) any transaction
<br />that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as
<br />referred to in clauses "b" through "d," shall be deemed a Transfer by the Operator even though the
<br />Operator is not technically the transferor. A "Transfer" shall not, however, include any of the
<br />foregoing (provided that the other Party to this Agreement has received Notice of such occurrence)
<br />relating to any Equity Interest: (a) that constitutes a mere change in form of ownership with no
<br />material change in beneficial ownership and constitutes a tax-free transaction under federal income
<br />tax law and 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 />2.1.89 "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 control,
<br />despite such Party's reasonable diligent efforts, including acts of God, inclement weather, strikes,
<br />labor troubles or other union activities (but only to the extent such actions do not result from an
<br />act or omission of the Party), casualty, war, acts of terrorism or riots, governmental orders or
<br />actions, litigators seeking to challenge, prohibit, alter or delay the Project or any Approval related
<br />thereto, moratoria, delays that result from any pandemic or epidemic,including, but not limited to,
<br />public health orders issued by governmental authorities that contribute to or cause such a delay.
<br />Unavoidable Delay shall not include delay caused by a Party's financial condition, illiquidity, or
<br />insolvency.
<br />2.1.90 "Usury Limit" means the highest rate of interest, if any, that Law allows
<br />under the circumstances.
<br />2.1.91 "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 for
<br />any loss such policy covers.
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