Laserfiche WebLink
<br />Page | 3 <br />9138-126780\1512539.3 <br />1.1.13. “Effective Date” is defined in the introductory paragraph to this Lease, and <br />shall be the date on which Tenant take possession of the Premises and is entitled to commence <br />construction pursuant to Article V, below. <br />1.1.14. “Event of Default” is defined in Section 11.1. <br />1.1.15. “Excluded Transfer” shall mean any of the following: <br />(a) A transfer by any direct or indirect partner, shareholder, or member of <br />Tenant (or of a limited partnership, corporation, or limited liability company that is a direct or <br />indirect owner in Tenant’s ownership structure) as of the Effective Date or the date on which a <br />Tenant Ownership Change occurred as to the interest transferred, to any other direct or indirect <br />partner, shareholder, or member of Tenant (or of a limited partnership, corporation, or limited <br />liability company that is a direct or indirect owner in Tenant’s ownership structure) as of the <br />Effective Date, including in each case to or from a trust for the benefit of the immediate family of <br />any direct or indirect partner or member of Tenant who is an individual; <br />(b) A transfer of an Ownership Interest in Tenant or in constituent entities <br />of Tenant (i) to a member of the immediate family of the transferor (which for purposes of th is Lease <br />shall be limited to the transferor’s spouse, children, parents, siblings, and grandchildren); (ii) to a <br />trust for the benefit of a member of the immediate family of the transferor; (iii) from such a trust or <br />any trust that is an owner in a constituent entity of Tenant as of the Effective Date, to the settlor or <br />beneficiaries of such trust or to one or more other trusts created by or for the benefit of any of the <br />foregoing persons, whether any such transfer described in this subsection is the result of gift, devise, <br />intestate succession, or operation of law; or (iv) in connection with a pledge by any partners or <br />members of a constituent entity of Tenant to an affiliate of such partner or member; <br />(c) A transfer of a direct or indirect interest resulting from public trading <br />in the stock or securities of an entity, when such entity is a corporation or other entity whose stock <br />and/or securities is/are traded publicly on a national stock exchange or traded in the over -the-counter <br />market and the price for which is regularly quoted in recognized national quotation services; <br />(d) A mere change in the form, method, or status of ownership <br />(including, without limitation, the creation of single -purpose entities) as long as the ultimate <br />beneficial ownership remains the same as of the Effective Date, or is otherwise excluded in <br />accordance with subsections (a) – (c) above; <br />(e) A transfer to an Affiliated nonprofit public benefit corporation or for- <br />profit corporation, or to a limited partnership whose general partner is a nonprofit corporation, for- <br />profit corporation or limited liability company Affiliated with the Tenant or the Tenant’s general <br />partner, subject to the Agency’s right to reasonably approve the agreement to effect such assignment <br />or transfer; <br />(f) The lease, assignment of lease or sublease of any individual residential <br />unit in the Improvements; <br />(g) A transfer of the Tenant’s interest in the Premises by foreclosure or <br />deed in lieu of foreclosure (i) to any bona fide third-party lender holding a lien encumbering the <br />Premises (or its nominee), and (ii) by a Lender Foreclosure Transferee to a third-party made in <br />EXHIBIT 5