Agmt13 Redwood City Partners, LLC

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specif'ied Deed of Trust, such term refezs to any Deed of Trust that is senior in lien to such specified Deed of Trust. Priority of liens shall be determined based upon the time or recordation of the lien, with the lien first recorded being"Senior" to liens subsequently recorded. If only one Deed of Trust exists,then it shall be deemed the"Senior"Deed of Trust. 1.1.102 "State"means the State of California. 1.1.103 "Title CompanX" means First American Title Company or such other title insurance company as mutually agreed upon between the City and the Developer in writing. 1.1.104 "Title Policv" means a standard owner's policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price and insuring fee title to the City Property vested in the Developer, subject to the Permitted Exceptions, plus any additional supplements or endorsements requested and paid for by Developer, as set forth in Section 3.9 of this Agreement. ' 1.1.105 "Transfer" of any property, right or obligation means any of the following, whether by operation of law or otherwise, whether voluntary or involuntary, and whether direct or indirect: (a)any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect,of all or any part of such property,right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b)any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any ' direct or indirect Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); (c) any transaction described in "b" affecting any Equity Interest(s) or any other interest in such property, right or obligation or in any such owner (or in any other direct or indirect owner at any higher tier of ownership) through any manner or means whatsoever; or (d) any transaction that is in substance equivalent to any of the foregoing. A "Transfer" shall not, however, include any of the foregoing (provided that the othez Party to this : Agreement has received Notice of such occurrence) relating to any Equity Interest: (a)that ' constitutes a mere change in form of ownership with no material change in beneficial ownership and constitutes a tax-free transaction under federal income tax law and the State real estate transfer tax; (b)to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit; or (c)to any Person that, as of the Close of Escrow Date, holds an Equity Interest in the ' entity whose Equity Interest is being transferred. 1.1.106 "Unavoidable Delav" means a delay in either Party performing any obligation required to be performed by such Party under this Agreement, except payment of money, arising from or on account of any cause whatsoever beyond the Party's reasonable control, despite such Party's reasonable diligent efforts, including waz; act of tenorism; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; freight eznbargoes; lack of transportation; governmental restrictions, requirements or priority; change in Law that directly affects the Project and causes the delay; administrative appeals, azbitration or litigation (including litigation challenging any Approval); unusually severe weather; inability to secure necessary labor, materials or tools; acts or failure to act of any public or governmental agency or entity(except that acts or the failure to act of the City shall not excuse performance by the City); the presence of Hazardous Substances on the Site; or substantial interruption of work 13 2013.118/BLOCK 2 HUN7ER STORM REV:07-26-13 PT