AND OWNER, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
1.50
"LEGAL REQUIREMENTS"
SHALL MEAN ALL FEDERAL, STATE, COUNTY,
MUNICIPAL AND OTHER GOVERNMENTAL STATUTES, LAWS, RULES, ORDERS, REGULATIONS,
ORDINANCES, JUDGMENTS, DECREES, INJUNCTIONS AND REQUIREMENTS AFFECTING
OWNER(EXCLUDING ANY REQUIREMENTS WHICH AFFECT OWNER'S STATUS AS A REAL ESTATE
INVESTMENT TRUST), A HOTEL OR THE MAINTENANCE, CONSTRUCTION, ALTERATION,
MANAGEMENT OR OPERATION THEREOF, WHETHER NOW OR HEREAFTER ENACTED OR IN
EXISTENCE, INCLUDING, WITHOUT LIMITATION, (A) ALL PERMITS, LICENSES,
AUTHORIZATIONS, CERTIFICATES AND REGULATIONS NECESSARY TO OPERATE A HOTEL, (B)
ALL COVENANTS, AGREEMENTS, RESTRICTIONS AND ENCUMBRANCES, (C) ALL ENVIRONMENTAL
LAWS AND (D) THE OUTCOME OF ANY ARBITRATION.
1.51
"MANAGEMENT FEES"
SHALL MEAN, COLLECTIVELY, THE BASE MANAGEMENT
FEE AND THE INCENTIVE MANAGEMENT FEE.
7
1.52
"MANAGER"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE PREAMBLE
TO THIS AGREEMENT.
1.53
"MANAGER DEFAULT"
SHALL MEAN A MANAGER EVENT OF DEFAULT OR ANY
OTHER CIRCUMSTANCES WITH WHICH THE GIVING OF NOTICE, THE PASSAGE OF TIME OR BOTH
WOULD CONSTITUTE A MANAGER EVENT OF DEFAULT OR OTHERWISE ENTITLE OWNER TO
TERMINATE THIS AGREEMENT IN ITS ENTIRETY PURSUANT TO THE TERMS HEREOF.
1.54
"MANAGER EVENT OF DEFAULT"
SHALL HAVE THE MEANING GIVEN SUCH TERM
IN SECTION 17.1.
1.55
"MATERIAL REPAIR"
SHALL MEAN A REPAIR THE COST WHICH EXCEEDS
$250,000; PROVIDED, HOWEVER, ON JANUARY 1 OF EACH YEAR STARTING IN 2005 SAID
$250,000 SHALL BE ADJUSTED TO REFLECT THE PERCENTAGE CHANGE IN THE CONSUMER
PRICE INDEX SINCE THE PRIOR JANUARY 1.
1.56
"NEW MANAGEMENT AGREEMENT"
SHALL HAVE THE MEANING GIVEN SUCH TERM
IN SECTION 4.4.
1.57
"NOI"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, FOR ANY PERIOD,
THE GROSS OPERATING PROFIT (AS DEFINED IN THE UNIFORM SYSTEM OF ACCOUNTS) OF
SUCH PROPERTY FOR SUCH PERIOD NET OF, FOR SUCH PERIOD AND SUCH PROPERTY, REAL
AND PERSONAL PROPERTY TAXES AND CASUALTY AND LIABILITY INSURANCE PREMIUMS, AN
IMPUTED RESERVE FOR CAPITAL REPLACEMENTS EQUAL TO FIVE PERCENT (5%) OF GROSS
REVENUES, AN IMPUTED MANAGEMENT FEE EQUAL TO THREE PERCENT (3%) OF GROSS
REVENUES AND AN IMPUTED ROYALTY FEE OF FIVE PERCENT (5%) OF ROOM REVENUES.
1.58
"OFFICER'S CERTIFICATE"
SHALL MEAN AS TO ANY PERSON, A CERTIFICATE
OF THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING
OFFICER OF SUCH PERSON, DULY AUTHORIZED, ACCOMPANYING THE FINANCIAL STATEMENTS
REQUIRED TO BE DELIVERED BY SUCH PERSON PURSUANT TO SECTIONS 8.1 AND 17.4, IN
WHICH SUCH OFFICER SHALL CERTIFY TO SUCH OFFICER'S BEST KNOWLEDGE (A) THAT SUCH
STATEMENTS HAVE BEEN PROPERLY PREPARED IN ACCORDANCE WITH THE ACCOUNTING
PRINCIPLES, (B) IN THE EVENT THAT THE CERTIFYING PARTY IS AN OFFICER OF IHG OR
ANOTHER GUARANTOR, THAT SUCH STATEMENTS ARE TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION OF
SUCH PERSON AT AND AS OF THE DATES THEREOF AND THE RESULTS OF ITS AND THEIR
OPERATIONS FOR THE PERIODS COVERED THEREBY AND THAT THERE IS NO DEFAULT ON THE
PART OF THE GUARANTOR UNDER THE GUARANTY, AND (C) IN THE EVENT THAT