Definitions of Certain Terms

Definitions of Certain Terms. In addition to the terms defined herein, for the purposes of this Agreement: "Affiliate" means, with respect to any Person, any family member of such Person and any Person that controls, is controlled by, or is under common control with such Person. For purposes of this definition, a Person shall be deemed to "control" another Person if such Person directly or indirectly has the power to direct or cause the direction of the management and policies of such other Person, whether through... holding beneficial ownership interests in such other Person, through contracts or otherwise. "Assets" means all of the computer hardware and software (including all code and related documentation), reservation systems, customer lists, goodwill and all other intangible assets of Sellers. "Code" means the Internal Revenue Code of 1986, as amended "Law" means any law, statute, rule, regulation, ordinance and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any governmental authority. "Lien" means any mortgage, pledge, lien, charge, security interest, claim or other encumbrance, except (a) liens for current taxes and assessments not yet due and payable, (b) liens imposed by Law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers or materialmen, and (c) liens in respect of pledges or deposits under workers' compensation laws. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization, other entity or group, or a government or governmental agency. "Related Agreements" means each of the following agreements, as each may be amended from time to time (a) that certain Master CNN Real Estate Purchase Agreement made and entered into as of November 9, 2011, by and among SCOLP and Robert C. Morgan and Robert Moser (the "Principals"), (b) that certain Master BGT Real Estate Purchase Agreement made and entered into as of November 9, 2011, by and among SCOLP and the Principals, (c) that certain Agreement of Sale between Club Naples RV Resort LLC and SCOLP, dated November 16, 2011, (d) that certain Agreement of Sale between Kountree RV Resort LLC and SCOLP, dated November 16, 2011, (e) that certain Agreement of Sale between North Lake RV Resort LLC and SCOLP, dated November 16, 2011, (f) that certain Agreement of Sale among Blue Berry Hill RV LLC, Blue Berry Hill RV SPE LLC and SCOLP, dated November 16, 2011, (g) that certain Agreement of Sale between Three Lakes RV Park, LLC and SCOLP, dated November 16, 2011, (h) that certain Agreement of Sale between Grand Lake RV and Golf Resort LLC and SCOLP, dated November 16, 2011, and (i) two separate Non-Compete Agreements between SCOLP and Principals, dated November 29, 2011. "SCOLP" means Sun Communities Operating Limited Partnership, a Michigan limited partnership. 2 "UCC" means the Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction. View More

Definitions of Certain Terms. In addition to the terms defined herein, for the purposes of this Agreement: "Code" means the Internal Revenue Code of 1986, as amended. 1 "Communities" means (i) that certain manufactured housing community known as the Worthington Arms Manufactured Housing Community, located at 5277 Columbus Pike, Lewis Center, Ohio, (ii) that certain manufactured housing community known as the Catalina Manufactured Housing Community, located at 6501 Germantown Rd., Middletown, Ohio, (iii)... that certain manufactured housing community known as Candlewick Court Manufactured Housing Community, located at 1800 Candlewick Dr., Owosso, Michigan, (iv) that certain manufactured housing community known as Meadows Manufactured Housing Community, located at 11 Meadows St., Nappanee, Indiana, (v) that certain manufactured housing community known as Woods Edge Manufactured Housing Community, located at 1670 E 650 N, West Lafayette, Indiana, and (vi) that certain manufactured housing community known as Holiday Village Manufactured Housing Community, located at 1350 C.R. 3, Elkhart, Indiana. "Data Tape" which is attached hereto as Exhibit A, means a summary of each MH Contract (in spreadsheet format) relating to a Manufactured Home located at the Communities. "Hazard Insurance Policies" means, with respect to each MH Contract, the policy of fire and extended coverage insurance, if any, required (if so required) to be maintained for the related Manufactured Home. "Inventory" means all manufactured homes owned by the Seller or its affiliates (immediately prior to the Closings) located in the Communities. The attached Exhibit B sets forth a true, correct and complete list of the Inventory. Exhibit "B" shall be updated two (2) days prior to Closing. "Law" means any law, statute, rule, regulation, ordinance and other pronouncements having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any governmental authority. "Lien" means any mortgage, pledge, lien, charge, security interest, claim or other encumbrance, except (a) liens for current taxes and assessments not yet due and payable, (b) liens imposed by Law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers or materialmen, and (c) liens in respect of pledges or deposits under workers' compensation laws. "Loan Transfer Agreements" means collectively: (i) that certain Agreement for Purchase and Sale dated July 1, 2008 between 21st Mortgage Corporation (the "Lender") and Sun Communities Operating Limited Partnership, a Michigan limited partnership ("Sun OP") and joined in by Sun Communities, Inc., a Maryland corporation ("Sun Inc.") as amended through the Sixth Amendment thereof dated June 13, 2011 (the "Purchase Agreement"), and (ii) the Manufactured Home Dealer Agreement dated July 14, 2008 between Lender, Seller and Sun Inc.. "Manufactured Home" means a unit of manufactured housing, which meets the requirements of Section 25(e)(10) of the Code, including all accessions thereto, which secures an MH Contract. "MH Contract" or "MH Contracts" means the promissory note, installment loan agreement and/or installment sales contract, which evidence the loans described on the Data 2 Tape (together with all security interests, collateral securing such loans, and other items described in Section 2.01(b) below). "MH Files" means, as to each MH Contract, 21st Mortgage MH Contract and MH Lease to the extent in Seller's possession or control: (a) a copy of the MH Lease, the MH Contract, 21st Mortgage MH Contracts and security agreement (if separate), and all modifications thereto, executed by the Obligor evidencing its future payment obligations and/or current indebtedness in connection with the purchase of a Manufactured Home, and with respect to the 21st Mortgage MH Contracts, assigned by Seller (which may be by blanket assignment); (b) if applicable, the assignment of the MH Contract to Seller; (c) copies of all assumptions, modifications, consolidation or extension agreements, if any, signed by the Obligor; (d) either (i) the original title document for the related Manufactured Home or (ii) a duplicate certified by the appropriate governmental authority which issued the original thereof or the application for such title document; (e) evidence of a security interests in the related Manufactured Home granted by such MH Contract; (f) an original notarized Obligor's power of attorney for each MH Contract, if any, signed by the Obligor; (g) insurance certificates or other evidence of the issuance of insurance, if any; (h) the original of any guarantee executed in connection with the MH Contract, if any, (i) the Loan Transfer Agreement; and (j) evidence of any other collateral security, if any. "MH Lease" means a lease between Seller and the occupant of the manufactured home listed therein which is part of the Inventory as listed on Exhibit C. "Obligor" means each Person who is indebted under an MH Lease or a MH Contract. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization, other entity or group, or a government or governmental agency. "21st Mortgage MH Contract" or "21st Mortgage MH Contracts" means those MH 3 Contracts which have been sold to 21st Mortgage Corporation pursuant to the Loan Transfer Agreements, as set forth on Exhibit D attached hereto. "UCC" means the Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction. View More