Person or
group of Persons exercising similar authority).
"Governmental Approvals" means all authorizations, consents, approvals, licenses
and exemptions of, registrations and filings with, and reports to, any
Governmental Authority.
"Governmental Authority" means any nation or government and any political
subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory, or administrative functions of
6
or pertaining thereto, which has or asserts jurisdiction over Lender Parties,
Borrower Parties, or any property of any of them.
"Guarantors" means NHI/REIT, Inc., a Maryland corporation, Florida Holdings IV,
LLC, a Delaware limited liability company, NHI/ANDERSON, LLC, a Delaware limited
liability company, NHI/LAURENS, LLC, a Delaware limited liability company, TEXAS
NHI INVESTORS, LLC, a Texas limited liability company, NHI OF PARIS, LLC, a
Delaware limited liability company, NHI OF SAN ANTONIO, LLC, a Delaware limited
liability company, NHI OF EAST HOUSTON, LLC, a Delaware limited liability
company, NHI OF NORTHWEST HOUSTON, LLC, a Delaware limited liability company,
NHI-BICKFORD RE, LLC, a Delaware limited liability company, NHI-REIT OF FLORIDA,
LLC, a Delaware limited liability company, NHI REIT OF ALABAMA, L.P., an Alabama
limited partmnership, NHI-REIT OF ARIZONA, LIMITED PARTNERSHIP, an Arizona
limited partnership, NHI/REIT OF FLORIDA, L.P., a Florida limited partnership,
NHI-REIT OF GEORGIA, L.P., a Georgia limited partnership, NHI-REIT OF IDAHO,
L.P., an Idaho limited partnership, NHI-REIT OF ILLINOIS, L.P., an Illinois
limited partnership, NHI OF KANSAS, L.P., a Kansas limited partnership, NHI-REIT
OF MISSOURI, LP, a Missouri limited partnership, NHI-REIT OF NEW JERSEY, L.P., a
New Jersey limited parnership, NHI-REIT OF PENNSYLVANIA, L.P., a Pennsylvania
limited partnership, NHI-REIT OF SOUTH CAROLINA, L.P., a South Carolina limited
partnership, NHI-REIT OF TEXAS, L.P., a Texas limited partnership, and NHI-REIT
OF VIRGINIA, L.P., a Virginia limited partnership.
"Guaranty" means that certain Guaranty of even date herewith given by Guarantors
in favor of Agent on behalf of Lenders, as such may be amended and/or restated
from time to time.
"Hazardous Materials" and "Hazardous Substances" means "hazardous materials" and
"hazardous substances" as defined under any applicable Environmental Law.
"Healthcare Laws" means all applicable statutes, laws, ordinances, rules and
regulations of any Governmental Authority with respect to regulatory matters
primarily relating to patient healthcare, including without limitation Section
1128B(b) of the Social Security Act, as amended, 42 U.S.C. Section 1320a 7(b)
(Criminal Penalties Involving Medicare or State Health Care Programs), commonly
referred to as the "Federal Anti-Kickback Statute," and the Social Security Act,
as amended, Section 1877, 42 U.S.C. Section 1395nn (Prohibition Against Certain
Referrals), commonly referred to as "Stark Statute."
"Indebtedness" means, with respect to any Person, all items of indebtedness,
obligation or liability, whether matured or unmatured, liquidated or
unliquidated, direct or contingent, joint or several, including, but without
limitation or duplication: (a) all obligations of such Person for borrowed
money; (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, or upon which interest payments are customarily made;
(c) all indebtedness guaranteed, directly or indirectly, in any manner, or
endorsed (other than for collection or deposit in the Ordinary Course of
Business)