ANY
TRANSFER OF PROPERTY OR ASSETS FOR THE PURPOSE OF SUBJECTING THE SAME TO THE
PAYMENT OF INDEBTEDNESS OR PERFORMANCE OF ANY OTHER OBLIGATION IN PRIORITY TO
PAYMENT OF GENERAL CREDITORS.
1.62
"MANAGER"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, THE OPERATOR OR
MANAGER UNDER ANY MANAGEMENT AGREEMENT FROM TIME TO TIME IN EFFECT WITH RESPECT
TO SUCH PROPERTY, AND ITS PERMITTED SUCCESSORS AND ASSIGNS.
1.63
"MANAGEMENT AGREEMENT"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY,
ANY OPERATING OR MANAGEMENT AGREEMENT FROM TIME TO TIME ENTERED INTO BY TENANT
WITH RESPECT TO SUCH PROPERTY IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF
THIS AGREEMENT, TOGETHER WITH ALL AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS
THERETO.
1.64
"MASTER LEASE AGREEMENT NO. 1"
SHALL MEAN THAT CERTAIN AMENDED AND
RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1), DATED AS OF JUNE 30, 2008, AMONG
CERTAIN ENTITIES COMPRISING LANDLORD, CERTAIN OTHER AFFILIATES OF LANDLORD AND
TENANT, AS IT MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME.
1.65
"MINIMUM RENT"
SHALL MEAN THE SUM OF FOURTEEN MILLION THREE HUNDRED
THIRTY-SEVEN THOUSAND SEVEN HUNDRED SEVENTY-ONE AND 00/100S DOLLARS
($14,337,771.00) PER ANNUM.
1.66
"NOTICE"
SHALL MEAN A NOTICE GIVEN IN ACCORDANCE WITH
SECTION 23.10.
1.67
"OFFICER'S CERTIFICATE"
SHALL MEAN A CERTIFICATE SIGNED BY AN
OFFICER OR OTHER DULY AUTHORIZED INDIVIDUAL OF THE CERTIFYING ENTITY DULY
AUTHORIZED BY THE BOARD OF DIRECTORS OR OTHER GOVERNING BODY OF THE CERTIFYING
ENTITY.
13
1.68
"ORIGINAL LEASE"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE
RECITALS TO THIS AGREEMENT.
1.69
"OVERDUE RATE"
SHALL MEAN, ON ANY DATE, A PER ANNUM RATE OF
INTEREST EQUAL TO THE LESSER OF FIFTEEN PERCENT (15%) AND THE MAXIMUM RATE THEN
PERMITTED UNDER APPLICABLE LAW.
1.70
"PARENT"
SHALL MEAN, WITH RESPECT TO ANY PERSON, ANY PERSON WHICH
OWNS DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE SUBSIDIARIES OR AFFILIATED
PERSONS, TWENTY PERCENT (20%) OR MORE OF THE VOTING OR BENEFICIAL INTEREST IN,
OR OTHERWISE HAS THE RIGHT OR POWER (WHETHER BY CONTRACT, THROUGH OWNERSHIP OF
SECURITIES OR OTHERWISE) TO CONTROL, SUCH PERSON.
1.71
"PERMITTED ENCUMBRANCES"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY,
ALL RIGHTS, RESTRICTIONS, AND EASEMENTS OF RECORD SET FORTH ON SCHEDULE B TO THE
APPLICABLE OWNER'S OR LEASEHOLD TITLE INSURANCE POLICY ISSUED TO LANDLORD WITH
RESPECT TO SUCH PROPERTY, PLUS ANY OTHER ENCUMBRANCES AS MAY HAVE BEEN GRANTED
OR CAUSED BY LANDLORD OR OTHERWISE CONSENTED TO IN WRITING BY LANDLORD FROM TIME
TO TIME.
1.72
"PERMITTED LIENS"
SHALL MEAN ANY LIENS GRANTED IN ACCORDANCE WITH
SECTION 21.8(A).
1.73
"PERMITTED USE"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, ANY USE
OF SUCH PROPERTY PERMITTED PURSUANT TO SECTION 4.1.1.
1.74
"PERSON"
SHALL MEAN ANY INDIVIDUAL OR ENTITY, AND THE HEIRS,
EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH
PERSON WHERE THE CONTEXT SO ADMITS.
1.75
"PLEDGE AGREEMENT"
SHALL MEAN ANY PLEDGE AGREEMENT MADE IN FAVOR OF
LANDLORD WITH RESPECT TO THE STOCK OR OTHER EQUITY INTERESTS OF TENANT OR ANY
ASSIGNEE, SUBTENANT OR OTHER TRANSFEREE, AS IT OR THEY MAY BE AMENDED, RESTATED,
SUPPLEMENTED OR