LANDLORD TO FILE ANY RETURN OR REPORT TIMELY AND
IN THE FORM PRESCRIBED BY LAW OR TO PAY ANY TAX OR IMPOSITION, EXCEPT TO THE
EXTENT SUCH FAILURE IS A RESULT OF A BREACH BY TENANT OF ITS OBLIGATIONS
PURSUANT TO SECTION 3.1.3, (VI) ANY IMPOSITIONS IMPOSED ON LANDLORD THAT ARE A
RESULT OF
10
LANDLORD NOT BEING CONSIDERED A "UNITED STATES PERSON" AS DEFINED IN SECTION
7701(A)(30) OF THE CODE, (VII) ANY IMPOSITIONS THAT ARE ENACTED OR ADOPTED BY
THEIR EXPRESS TERMS AS A SUBSTITUTE FOR ANY TAX THAT WOULD NOT HAVE BEEN PAYABLE
BY TENANT PURSUANT TO THE TERMS OF THIS AGREEMENT OR (VIII) ANY IMPOSITIONS
IMPOSED AS A RESULT OF A BREACH OF COVENANT OR REPRESENTATION BY LANDLORD IN ANY
AGREEMENT GOVERNING LANDLORD'S CONDUCT OR OPERATION OR AS A RESULT OF THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD.
1.53
"INDEBTEDNESS"
SHALL MEAN (WITHOUT DUPLICATION), (I) ALL OBLIGATIONS FOR
BORROWED MONEY, (II) THE MAXIMUM AMOUNT AVAILABLE TO BE DRAWN UNDER ALL SURETY
BONDS, LETTERS OF CREDIT AND BANKERS' ACCEPTANCES ISSUED OR CREATED FOR THE
ACCOUNT OF TENANT AND, WITHOUT DUPLICATION, ALL UNREIMBURSED DRAFTS DRAWN
THEREUNDER, (III) ALL OBLIGATIONS TO PAY THE DEFERRED PURCHASE PRICE OF PROPERTY
OR SERVICES, EXCLUDING TRADE PAYABLES INCURRED IN THE ORDINARY COURSE OF
BUSINESS, BUT INCLUDING ALL INDEBTEDNESS CREATED OR ARISING UNDER ANY
CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT WITH RESPECT TO PROPERTY
ACQUIRED BY TENANT, (IV) ALL LEASES REQUIRED, IN ACCORDANCE WITH GAAP, TO BE
RECORDED AS CAPITAL LEASES ON TENANT'S BALANCE SHEET, (V) THE PRINCIPAL BALANCE
OUTSTANDING AND OWING BY TENANT UNDER ANY SYNTHETIC LEASE, TAX RETENTION
OPERATING LEASE OR SIMILAR OFF-BALANCE SHEET FINANCING PRODUCT, AND (VI) ALL
GUARANTIES OF OR OTHER LIABILITIES WITH RESPECT TO THE DEBT OF ANOTHER PERSON.
1.54
"INDEX"
SHALL MEAN THE CONSUMER PRICE INDEX FOR URBAN WAGE EARNERS AND
CLERICAL WORKERS, U.S., ALL ITEMS, 1982-1984=100.
THE INDEX IS PRESENTLY
PUBLISHED BY THE BUREAU OF LABOR STATISTICS OF THE UNITED STATES DEPARTMENT OF
LABOR.
IF PUBLICATION OF THE INDEX CEASES, COMPUTATIONS WITH RESPECT TO WHICH
THE INDEX IS TO BE APPLIED SHALL BE COMPUTED ON THE BASIS OF WHATEVER INDEX
PUBLISHED BY THE UNITED STATES DEPARTMENT OF LABOR AT THAT TIME IS MOST NEARLY
COMPARABLE.
IF THE INDEX CEASES TO USE 1982-84=100 AS THE BASIS OF CALCULATION,
THEN THE INDEX SHALL BE CONVERTED TO THE AMOUNT(S) THAT WOULD HAVE RESULTED HAD
THE MANNER OF CALCULATING THE INDEX IN EFFECT AT THE COMMENCEMENT DATE.
1.55
"INSURANCE REQUIREMENTS"
SHALL MEAN ALL TERMS OF ANY INSURANCE POLICY
REQUIRED BY THIS AGREEMENT AND ALL REQUIREMENTS OF THE ISSUER OF ANY SUCH POLICY
AND ALL ORDERS, RULES AND REGULATIONS AND ANY OTHER REQUIREMENTS OF THE NATIONAL
BOARD OF FIRE UNDERWRITERS (OR ANY OTHER BODY EXERCISING SIMILAR
11
FUNCTIONS) BINDING UPON LANDLORD, TENANT, OR THE LEASED PROPERTY.
1.56
"INTEREST RATE"
SHALL MEAN EIGHT AND ONE HALF PERCENT (8.5%) PER ANNUM.
1.57
"LAND"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN SECTION 2.1(A).
1.58
"LANDLORD"
SHALL HAVE THE MEANING GIVEN SUCH TERM