1.77
"INSURANCE REQUIREMENTS"
SHALL MEAN ALL TERMS OF ANY INSURANCE
POLICY REQUIRED BY THIS AGREEMENT AND ALL REQUIREMENTS OF THE ISSUER OF ANY SUCH
POLICY AND ALL ORDERS, RULES AND REGULATIONS AND ANY OTHER REQUIREMENTS OF THE
NATIONAL BOARD OF FIRE UNDERWRITERS (OR ANY OTHER BODY EXERCISING SIMILAR
FUNCTIONS) BINDING UPON THE HOTELS.
1.78
"INTELLECTUAL PROPERTY"
SHALL HAVE THE MEANING GIVEN TO SUCH TERM
IN SECTION 12.4.
1.79
"INTERCONTINENTAL HOTELS"
SHALL MEAN THE HOTELS THAT ARE OPERATED
AS OF THE DATE HEREOF AS INTERCONTINENTAL HOTELS, INCLUDING, WITHOUT LIMITATION,
THE BALTIMORE HOTEL.
1.80
"INTEREST RATE"
SHALL MEAN A RATE, NOT TO EXCEED THE MAXIMUM LEGAL
INTEREST RATE, EQUAL TO THE GREATER OF (A) TWELVE PERCENT (12%) PER ANNUM AND
(B) TWO PERCENT (2%) PER ANNUM IN EXCESS OF THE DISBURSEMENT RATE DETERMINED AS
OF THE FIRST DAY THAT INTEREST ACCRUES ON ANY AMOUNT TO WHICH SUCH INTEREST RATE
IS TO BE APPLIED.
1.81
"LEASE"
SHALL MEAN, COLLECTIVELY, THE ONE OR MORE LEASE AGREEMENTS
PURSUANT TO WHICH OWNER LEASES THE HOTELS FROM PURCHASER OR CERTAIN OF ITS
AFFILIATES AS IN EFFECT ON THE DATE HEREOF, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
1.82
"LEGAL REQUIREMENTS"
SHALL MEAN ALL FEDERAL (UNITED STATES AND
CANADA), STATE, PROVINCIAL, COUNTY, MUNICIPAL, LOCAL AND OTHER GOVERNMENTAL
STATUTES, LAWS, RULES, ORDERS, REGULATIONS, BY-LAWS, ORDINANCES, JUDGMENTS,
DECREES, INJUNCTIONS AND REQUIREMENTS AFFECTING OWNER (EXCLUDING ANY
REQUIREMENTS WHICH AFFECT OWNER'S STATUS AS A REAL ESTATE INVESTMENT TRUST),
PURCHASER, MANAGER, 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, GROUND LEASES, RESTRICTIONS AND ENCUMBRANCES,
(C) THE OUTCOME OF ANY ARBITRATION AND (D) ANY COLLECTIVE BARGAINING AGREEMENT
OR OTHER AGREEMENT OR LEGAL REQUIREMENT PERTAINING TO ANY UNION REPRESENTING
EMPLOYEES OF A HOTEL.
1.83
"MANAGEMENT FEES"
SHALL MEAN, COLLECTIVELY, THE BASE MANAGEMENT
FEE AND THE INCENTIVE MANAGEMENT FEE.
14
1.84
"MANAGER"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE PREAMBLE
TO THIS AGREEMENT.
1.85
"MANAGER DEFAULT"
SHALL MEAN A MANAGER EVENT OF DEFAULT OR ANY
OTHER CIRCUMSTANCES WHICH WITH 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.
1.86
"MANAGER EVENT OF DEFAULT"
SHALL HAVE THE MEANING GIVEN SUCH TERM
IN SECTION 17.1.
1.87
"MATERIAL REPAIR"
SHALL MEAN A REPAIR THE COST OF WHICH EXCEEDS
$250,000; PROVIDED, HOWEVER, ON JANUARY 1 OF EACH YEAR STARTING IN 2006 SAID
$250,000 SHALL BE ADJUSTED TO REFLECT THE PERCENTAGE CHANGE IN THE CONSUMER
PRICE INDEX SINCE THE PRIOR JANUARY 1.
1.88
"NEW MANAGEMENT AGREEMENT"
SHALL HAVE THE MEANING GIVEN TO SUCH
TERM IN SECTION 24.17.
1.89
"NOI"
SHALL MEAN, WITH RESPECT TO ANY PROPERTY, FOR ANY PERIOD,
THE GROSS OPERATING PROFIT (AS DEFINED IN THE UNIFORM SYSTEM OF ACCOUNTS) OF