AUTHORIZATIONS, CERTIFICATES OF NEED, AUTHORIZATIONS
AND REGULATIONS NECESSARY TO OPERATE ANY PROPERTY FOR ITS PERMITTED USE, AND (B)
ALL COVENANTS, AGREEMENTS, RESTRICTIONS AND ENCUMBRANCES CONTAINED IN ANY
INSTRUMENTS AT ANY TIME IN FORCE AFFECTING ANY PROPERTY, INCLUDING THOSE WHICH
MAY (I) REQUIRE MATERIAL REPAIRS, MODIFICATIONS OR ALTERATIONS IN OR TO ANY
PROPERTY OR (II) IN ANY WAY MATERIALLY AND ADVERSELY AFFECT THE USE AND
ENJOYMENT THEREOF, BUT EXCLUDING ANY REQUIREMENTS ARISING AS A RESULT OF
LANDLORD'S STATUS AS A REAL ESTATE INVESTMENT TRUST.
1.64
"LIEN"
SHALL MEAN ANY MORTGAGE, SECURITY INTEREST,
PLEDGE, COLLATERAL ASSIGNMENT, OR OTHER ENCUMBRANCE, LIEN OR CHARGE OF ANY KIND,
OR 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.
1.65
"LTA GMAC LEASED PROPERTY"
SHALL MEAN THE "LEASED
PROPERTY", AS DEFINED THEREIN, UNDER THE LTA GMAC LEASES.
1.66
"LTA GMAC LEASES"
SHALL MEAN, COLLECTIVELY, THE
LEASES, DATED AS OF THE DATE HEREOF, BY AND AMONG AFFILIATED PERSONS OF LANDLORD
AND TENANT, TOGETHER WITH ALL MODIFICATIONS, AMENDMENTS AND SUPPLEMENTS THERETO.
1.67
"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.
1.68
"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
18
accordance with the applicable provisions of this Agreement, together with all
amendments, modifications and supplements thereto.
1.69
"MINIMUM RENT"
SHALL MEAN THE SUM OF TWENTY-FOUR
MILLION ONE HUNDRED FIFTY-EIGHT THOUSAND TWO HUNDRED FIFTY-ONE DOLLARS
($24,158,251) PER ANNUM.
1.70
"NOTICE"
SHALL MEAN A NOTICE GIVEN IN ACCORDANCE
WITH SECTION 23.10.
1.71
"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.
1.72
"ORIGINAL LEASE"
SHALL HAVE THE MEANING GIVEN SUCH
TERM IN THE RECITALS TO THIS AGREEMENT.
1.73
"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.
1.74
"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.
1.75
"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