PREPARING SUCH FINANCIAL STATEMENTS AS HAVE
HERETOFORE BEEN FURNISHED TO AGENT BY THE APPLICABLE PERSON.
"GOVERNING BODY" MEANS THE BOARD OF DIRECTORS OF A PERSON (OR ANY 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 OR PERTAINING THERETO, WHICH HAS OR
ASSERTS JURISDICTION OVER LENDER PARTY, BORROWER, OR ANY PROPERTY OF ANY OF
THEM.
"HAZARDOUS MATERIALS" AND "HAZARDOUS SUBSTANCES" MEANS "HAZARDOUS MATERIALS" AND
"HAZARDOUS SUBSTANCES" AS DEFINED UNDER ANY APPLICABLE ENVIRONMENTAL LAW.
"IMPROVEMENTS" MEANS THE "IMPROVEMENTS" AS DEFINED IN THE MORTGAGES.
"INCOME TAX EXPENSE" MEANS THE INCOME TAX EXPENSE OF AN APPLICABLE PERSON FOR
THE APPLICABLE PERIOD (TO THE EXTENT INCLUDED IN THE COMPUTATION OF NET INCOME),
DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
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"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) OR DISCOUNTED WITH RECOURSE;
(D)
ALL INDEBTEDNESS IN EFFECT GUARANTEED, DIRECTLY OR INDIRECTLY,
THROUGH AGREEMENTS, CONTINGENT OR OTHERWISE:
(1)
TO PURCHASE SUCH INDEBTEDNESS; OR
(2)
TO PURCHASE, SELL OR LEASE (AS LESSEE OR LESSOR) PROPERTY,
PRODUCTS, MATERIALS OR SUPPLIES OR TO PURCHASE OR SELL SERVICES, PRIMARILY FOR
THE PURPOSE OF ENABLING THE DEBTOR TO MAKE PAYMENT OF SUCH INDEBTEDNESS OR TO
ASSURE THE OWNER OF THE INDEBTEDNESS AGAINST LOSS; OR
(3)
TO SUPPLY FUNDS TO OR IN ANY OTHER MANNER INVEST IN THE DEBTOR;
(E)
ALL INDEBTEDNESS SECURED BY (OR WHICH THE HOLDER OF SUCH
INDEBTEDNESS HAS A RIGHT, CONTINGENT OR OTHERWISE, TO BE SECURED BY) ANY LIEN
UPON PROPERTY OWNED OR ACQUIRED SUBJECT THERETO, WHETHER OR NOT THE LIABILITIES
SECURED THEREBY HAVE BEEN ASSUMED; AND
(F)
ALL INDEBTEDNESS INCURRED AS THE LESSEE OF GOODS OR SERVICES UNDER
LEASES THAT, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, SHOULD
BE REFLECTED ON THE LESSEE'S BALANCE SHEET.
"INDEMNIFIED LOSSES" MEANS ALL DAMAGES, DUES, PENALTIES, FINES, COSTS, AMOUNTS
PAID IN SETTLEMENT, TAXES, LOSSES, EXPENSES, AND FEES, INCLUDING COURT COSTS AND
ATTORNEYS' FEES AND EXPENSES.
"INTERCREDITOR AGREEMENT" MEANS THAT CERTAIN INTERCREDITOR AND COLLATERAL AGENCY
AGREEMENT OF EVEN DATE HEREWITH AMONG LENDERS, AGENT, THE PRUDENTIAL NOTE
HOLDERS AND COLLATERAL AGENT, AS AMENDED FROM TIME TO TIME.
"INTEREST EXPENSE" MEANS THE INTEREST EXPENSE OF AN APPLICABLE PERSON FOR THE
APPLICABLE PERIOD (TO THE EXTENT INCLUDED IN THE COMPUTATION OF NET INCOME),
DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
"INTEREST PAYMENT DUE DATE" MEANS (I) WITH