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200505845
<br />As used herein, "General Intangibles" shall mean all
<br />present and future general intangibles and contract rights
<br />(other than Excluded Collateral) which constitute, arise from or
<br />relate to the operation, maintenance or repair of the Property,
<br />or any portion thereof, including, but not limited to, all
<br />causes of action, corporate or business records, inventions,
<br />designs, patents, patent applications, trademarks, trademark
<br />registrations and applications therefor, goodwill, trade names,
<br />trade secrets, trade processes, copyrights, copyright
<br />registrations and applications therefor, franchises, customer
<br />lists, computer programs, claims under guaranties, tax refund
<br />claims, rights and claims against carriers and shippers, leases,
<br />claims under insurance policies, all rights to indemnification
<br />and all other intangible personal property of every kind and
<br />nature which constitutes, arises from or relates to the
<br />operation, maintenance or repair of the Property, or any portion
<br />thereof.
<br />As used herein, "Governmental Authority" means any
<br />national, state or local government (whether domestic or
<br />foreign), any political subdivision thereof or any other
<br />governmental, quasi - governmental, judicial, public or statutory
<br />instrumentality, authority, body, agency, bureau, commission,
<br />board, department or other entity or any arbitrator with
<br />authority to bind a party at law.
<br />As used herein, "Government Receivables" means,
<br />collectively, any and all Accounts owing by any Governmental
<br />Authority and shall in any event include all (a) Medicare
<br />Accounts or (b) Medicaid Accounts.
<br />As used herein, "Licenses" shall mean all certificates of
<br />need, licenses, permits, rights of use, covenants or rights
<br />otherwise benefiting or permitting the use and operation of the
<br />Property or any part thereof pertaining to the operation,
<br />maintenance or repair of the Property or any portion thereof.
<br />As used herein, "Management Receivables- means any and all
<br />rights of Debtor to payment of such share of the "Gross
<br />Revenues" as defined in any Sunrise Operating Agreement between
<br />Debtor and Sunrise Senior Living, Inc. and its successors, to
<br />which Debtor may be entitled under such Sunrise Operating
<br />Agreement.
<br />As used herein, "Medicaid" means, collectively, the health
<br />care assistance program established by Title XIX of the Social
<br />Security Act (42 U.S.C. 9 91395 et seq.) and any statutes
<br />succeeding thereto, and all laws, rules, regulations, manuals,
<br />- B -3 -
<br />{B0416201; 1)
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