As used herein, the term "CAM Lease Year" means the twelve (12) month period as to which annual CAM Charges are owed under each Tenant Lease.
Notwithstanding any Applicable Law to the contrary, including principles of agency, fiduciary duties or operation of law, neither Tenant, Lease Guarantor, Landlord nor Manager shall be permitted to terminate this Agreement except in accordance with the express provisions of Article XVI of this Agreement.
Except in the case of a Non-Consented Lease Termination (which shall in all events be governed by Article XXI), upon the occurrence of both (a) the Landlords Enforcement Condition (as such term is defined in the Lease) and (b) the termination of the Lease by Landlord, expressly in writing, as a result of a Tenant Lease Event of Default (which termination may only be effected at Landlords (or, if applicable, Landlords Lenders) sole discretion).
Adjusted EBITDA means, for any given period, (a) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for such period, minus (b) Reserves for Replacements in respect of Properties that are subject to a Tenant Lease that is not a Triple Net Lease.
Except as otherwise expressly permitted in this Article XI, Manager may not cause, permit or suffer (x) an Assignment, in whole or in part, directly or indirectly, of any of Managers right, title or interest in and to (or of any of its obligations under) this Agreement or (y) any Transfer of Ownership Interest in Manager, in each case without the express prior written consent of each of Tenant, Lease Guarantor and Landlord.