CLEANING FACILITIES, BARS, RESTAURANTS, PUBLIC ROOMS,
COMMERCIAL SPACE, PARKING AREAS, AND RECREATIONAL FACILITIES; AND (III) ALL
OTHER FURNISHINGS AND EQUIPMENT HEREAFTER LOCATED AND INSTALLED IN OR ABOUT THE
BUILDINGS WHICH ARE USED IN THE OPERATION OF THE BUILDINGS AS HOTELS IN
ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT.
1.49
"GOVERNMENT AGENCIES"
SHALL MEAN ANY COURT, AGENCY, AUTHORITY,
BOARD (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL PROTECTION, PLANNING AND
ZONING), BUREAU, COMMISSION, DEPARTMENT, REGULATORY BODY, OFFICE OR
INSTRUMENTALITY OF ANY NATURE WHATSOEVER OF ANY GOVERNMENTAL OR
QUASI-GOVERNMENTAL UNIT OF THE UNITED STATES OR ANY STATE OR ANY COUNTY,
MUNICIPALITY OR ANY POLITICAL SUBDIVISION OF ANY OF THE FOREGOING, WHETHER NOW
OR HEREAFTER IN EXISTENCE, HAVING JURISDICTION OVER OWNER, ANY OF THE SITES OR
ANY OF THE HOTELS.
1.50
"GROSS REVENUES"
SHALL MEAN FOR ANY PERIOD WITH RESPECT TO
EACH HOTEL, ALL REVENUES AND INCOME OF ANY NATURE DERIVED DIRECTLY OR INDIRECTLY
FROM SUCH HOTEL OR FROM THE USE OR OPERATION THEREOF, INCLUDING WITHOUT
LIMITATION ROOM SALES; FOOD AND BEVERAGE SALES (REGARDLESS OF WHETHER OWNER,
MANAGER OR ANY OF THEIR AFFILIATES OWN THE ITEMS BEING SOLD); TELEPHONE,
TELEGRAPH, FAX AND INTERNET REVENUES; RENTAL OR OTHER PAYMENTS FROM LESSEES,
SUBLEASES, CONCESSIONAIRES AND OTHERS OCCUPYING OR USING SPACE OR RENDERING
SERVICES AT SUCH HOTEL (BUT NOT THE
10
GROSS RECEIPTS OF SUCH LESSEES, SUBLEASES OR CONCESSIONAIRES); AND THE ACTUAL
CASH PROCEEDS OF BUSINESS INTERRUPTION, USE, OCCUPANCY OR SIMILAR INSURANCE;
PROVIDED, HOWEVER, THAT GROSS REVENUES SHALL NOT INCLUDE THE FOLLOWING (AND
THERE SHALL BE APPROPRIATE DEDUCTIONS MADE IN DETERMINING GROSS REVENUES FOR):
GRATUITIES OR SERVICE CHARGES IN THE NATURE OF A GRATUITY ADDED TO A CUSTOMER'S
BILL; SALES TAXES OR ANY OTHER TAXES COLLECTED DIRECTLY FROM PATRONS OR GUESTS
OR INCLUDED AS PART OF THE SALES PRICE OF ANY GOODS OR SERVICES SOLD TO PATRONS
OR GUESTS; INTEREST RECEIVED OR ACCRUED WITH RESPECT TO THE FUNDS IN THE RESERVE
ACCOUNT OR (OTHER THAN FOR PURPOSES OF CALCULATING THE INCENTIVE MANAGEMENT FEE
AND THE RESIDUAL DISTRIBUTION) THE OTHER OPERATING ACCOUNTS OF THE HOTELS; ANY
REFUNDS, REBATES, DISCOUNTS AND CREDITS OF A SIMILAR NATURE, GIVEN, PAID OR
RETURNED IN THE COURSE OF OBTAINING GROSS REVENUES OR COMPONENTS THEREOF;
INSURANCE PROCEEDS (OTHER THAN PROCEEDS FROM BUSINESS INTERRUPTION OR OTHER LOSS
OF INCOME INSURANCE); CONDEMNATION PROCEEDS (OTHER THAN FOR A TEMPORARY TAKING);
CREDITS OR REFUNDS MADE TO CUSTOMERS, GUESTS OR PATRONS; SUMS AND CREDITS
RECEIVED BY OWNER FOR LOST OR DAMAGED MERCHANDISE; PROCEEDS FROM THE SALE OR
OTHER DISPOSITION OF A HOTEL, ANY PART THEREOF, OF FF&E OR ANY OTHER ASSETS OF
THE HOTELS; OR PROCEEDS OF ANY FINANCING OR RE-FINANCING; THE INITIAL WORKING
CAPITAL AND ANY OTHER MATTERS SPECIFICALLY EXCLUDED FROM GROSS REVENUES PURSUANT
TO THIS AGREEMENT.
1.51
"GUARANTOR"
SHALL MEAN THE GUARANTOR UNDER THE GUARANTY.
1.52
"GUARANTY"
SHALL MEAN THAT CERTAIN SECOND AMENDED AND RESTATED
CONSOLIDATED GUARANTY AGREEMENT DATED AS OF JANUARY 20, 2006 MADE BY IHG FOR THE
BENEFIT OF, INTER ALIA, OWNER, HPT TRS IHG-2, INC., HPT TRS IHG-3, INC., HPT IHG
PR, INC., JM