Common use of Definitions; Incorporation by Reference Clause in Contracts

Definitions; Incorporation by Reference. a. Capitalized terms used but not otherwise defined herein shall have the following meanings: Accredited Investor. Includes any of the following: (1) a natural person whose net worth (individually or with their spouse) exceeds $1,000,000; (2) an organization described in Section 501(c)(3) of the IRS Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (3) a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a Sophisticated Person; (4) a broker or dealer registered pursuant to Section 15 of the Exchange Act; (5) an insurance company (as defined in the Securities Act); (6) an Investment Company registered under the Investment Company Act or a “business development company” (as defined in the Investment Company Act); (7) a “private business development company” (as defined in the Investment Advisers Act); (8) a small business investment company licensed by the US Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (9) a bank or a savings and loan association (each as defined in the Securities Act), whether acting in its individual or fiduciary capacity; (10) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; (11) an Employee Benefit Plan (other than a self-directed plan), whether or not it is subject to the provisions of Title I of ERISA, if it has total assets in excess of $5,000,000, or if the investment decision is made by a plan fiduciary that is a bank, savings and loan association, insurance company, or registered investment adviser; (12) a self-directed benefit plan, with investment decisions made solely by persons that are Accredited Investors; (13) a revocable trust in which all of the grantors are Accredited Investors; (14) an XXX in which the grantor is an Accredited Investor; or (15) an entity (other than a trust) in which all of the equity owners are Accredited Investors. For purposes of clause (1) of this paragraph, “net worth” shall mean a natural person’s assets minus liabilities, provided that for purposes of calculating net worth (i) the person’s primary residence shall not be included as an asset, (ii) indebtedness secured by the primary residence, up to the fair market value of the primary residence as of the date on which an Interest is purchased, shall not be included as a liability (except that if the amount of such indebtedness outstanding as of the date on which an Interest is purchased exceeds the amount outstanding 60 days before such date, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability), and (iii) indebtedness that is secured by the person’s primary residence in excess of the fair market value of the primary residence as of the date on which an Interest is purchased shall be included as a liability.

Definitions; Incorporation by Reference. a. Capitalized terms used but not otherwise defined herein shall have the following meanings: Accredited Investor. Includes any of the following: (1) a natural person whose net worth (individually or with their spouse) exceeds $1,000,000; (2) an organization described in Section 501(c)(3) of the IRS Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (3) a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a Sophisticated Person; (4) a broker or dealer registered pursuant to Section 15 of the Exchange Act; (5) an insurance company (as defined in the Securities Act); (6) an Investment Company registered under the Investment Company Act or a “business development company” (as defined in the Investment Company Act); (7) a “private business development company” (as defined in the Investment Advisers Act); (8) a small business investment company licensed by the US Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; (9) a bank or a savings and loan association (each as defined in the Securities Act), whether acting in its individual or fiduciary capacity; (10) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; (11) an Employee Benefit Plan (other than a self-directed plan), whether or not it is subject to the provisions of Title I of ERISA, if it has total assets in excess of $5,000,000, or if the investment decision is made by a plan fiduciary that is a bank, savings and loan association, insurance company, or registered investment adviser; (12) a self-directed benefit plan, with investment decisions made solely by persons that are Accredited Investors; (13) a revocable trust in which all of the grantors are Accredited Investors; (14) an XXX in which the grantor is an Accredited Investor; or (15) an entity (other than a trust) in which all of the equity owners are Accredited Investors. For purposes of clause (1) of this paragraph, “net worth” shall mean a natural person’s assets minus liabilities, provided that for purposes of calculating net worth (i) the person’s primary residence shall not be included as an asset, (ii) indebtedness secured by the primary residence, up to the fair market value of the primary residence as of the date on which an Interest a Share is purchased, shall not be included as a liability (except that if the amount of such indebtedness outstanding as of the date on which an Interest a Share is purchased exceeds the amount outstanding 60 days before such date, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability), and (iii) indebtedness that is secured by the person’s primary residence in excess of the fair market value of the primary residence as of the date on which an Interest a Share is purchased shall be included as a liability.