DEPOSIT AGREEMENT.
1.117
"PRIORITY COVERAGE RATIO"
SHALL MEAN FOR ANY PERIOD, FOR
ANY HOTEL OR GROUP OF HOTELS, THE QUOTIENT OF (A) THE EXCESS OF OPERATING PROFIT
FOR SUCH HOTEL OR GROUP OF HOTELS OVER AN IMPLIED RESERVE FOR CAPITAL
REPLACEMENTS EQUAL TO FIVE
20
PERCENT (5%) OF GROSS REVENUES FOR SUCH HOTEL OR GROUP OF HOTELS (AS APPLICABLE)
DIVIDED BY (B) THE SUM OF THE OWNER'S FIRST PRIORITY ALLOCATED PURSUANT TO
SECTION 10.9 TO SUCH HOTEL OR GROUP OF HOTELS (AS APPLICABLE) FOR SUCH PERIOD.
TO THE EXTENT THAT ANY AMOUNT (OR PORTION THEREOF) USED TO CALCULATE THE
PRIORITY COVERAGE RATIO IS DENOMINATED IN ANY CURRENCY OTHER THAN UNITED STATES
DOLLARS, THE SAME SHALL BE CONVERTED TO UNITED STATES DOLLARS USING A REASONABLE
METHOD CONSISTENT WITH THE ACCOUNTING PRINCIPLES USED BY MANAGER AND ITS
AFFILIATES TO ACCOUNT FOR FOREIGN CURRENCIES.
1.118
"PURCHASE AGREEMENT"
SHALL MEAN, COLLECTIVELY, ONE OR MORE
PURCHASE AGREEMENTS BETWEEN OWNER OR ITS AFFILIATE(S) AND MANAGER OR ITS
AFFILIATE(S) PURSUANT TO WHICH PURCHASER HAS ON THE EFFECTIVE DATE ACQUIRED THE
HOTELS (OTHER THAN THE BALTIMORE HOTEL) FROM MANAGER OR ITS AFFILIATE(S), AS THE
SAME MAY BE AMENDED FROM TIME TO TIME.
1.119
"PURCHASER"
SHALL MEAN, COLLECTIVELY, THE LANDLORDS UNDER
THE LEASE.
1.120
"RENEWAL TERMS"
SHALL MEAN ANY EXTENSION OF THE TERM OF
THIS AGREEMENT, COMMENCING UPON THE EXPIRATION OF THE INITIAL TERM OR ANY
EXTENSIONS THERETO, AS PROVIDED IN ARTICLE 3.
1.121
"REPAIRS"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 7.6.
1.122
"REPLACEMENT PROPERTY"
SHALL MEAN A HOTEL MUTUALLY
ACCEPTABLE TO THE PARTIES ACQUIRED BY PURCHASER IN SUBSTITUTION FOR A HOTEL WITH
RESPECT TO WHICH THIS AGREEMENT WAS TERMINATED PURSUANT TO SECTION 16.1.
1.123
"RESERVATION SYSTEM"
SHALL MEAN A COMPUTERIZED NETWORK OF
HIGH SPEED TERRESTRIAL AND SATELLITE-LINKED HARDWARE AND DATA LINES CONNECTING
HOTELS, CENTRAL RESERVATION CENTERS, DATA PROCESSING CENTERS AND TRAVEL AGENCIES
WHICH PROVIDES RESERVATION SERVICES TO THE STAYBRIDGE SUITES, INTERCONTINENTAL,
CROWNE PLAZA OR HOLIDAY INN, AS APPLICABLE, HOTELS IN NORTH AMERICA.
1.124
"RESERVE ACCOUNT"
SHALL MEAN AN INTEREST-BEARING UNITED
STATES DOLLAR ACCOUNT ESTABLISHED FOR FUNDS TO BE HELD IN RESERVE FOR CAPITAL
REPLACEMENTS IN PURCHASER'S NAME AT A BANK SELECTED BY PURCHASER.
21
1.125
"RESERVE EFFECTIVE DATE"
SHALL MEAN FEBRUARY 25, 2007 FOR
ALL HOTELS EXCEPT THE BALTIMORE HOTEL, FOR WHICH THE "RESERVE EFFECTIVE DATE"
SHALL MEAN FEBRUARY 25, 2006.
1.126
"RESERVE PERCENTAGE"
SHALL MEAN, WITH RESPECT TO ALL OF THE
HOTELS OTHER THAN THE BALTIMORE HOTEL, THE FOLLOWING PERCENTAGES FOR THE
CORRESPONDING PERIODS:
Year
Rate
2005
0
%
2006
0
%
2007
3.0
%
2008
3.5
%
2009
4.0
%
2010
4.5
%
Thereafter
5.0
%
With respect to the Baltimore Hotel only, the "Reserve Percentage" shall mean
the following percentages for the corresponding periods:
Year
Rate
2006
3.0
%
2007
4.0
%
Thereafter
5.0
%
1.127
"RESIDUAL DISTRIBUTION"
SHALL MEAN AMOUNTS TO BE
DISTRIBUTED TO OWNER PURSUANT TO SECTION 10.2.
1.128
"RESTRICTED AREA"
SHALL MEAN, FOR ANY HOTEL, THE AREA
AROUND SUCH HOTEL DEPICTED ON EXHIBIT D.
1.129
"RESTRICTED PERIOD"