(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 GROSS RECEIPTS OF SUCH
LESSEES, SUBLEASES OR CONCESSIONAIRES); THE ACTUAL CASH PROCEEDS OF BUSINESS
INTERRUPTION, USE, OCCUPANCY OR SIMILAR INSURANCE; AND ALL REVENUE GENERATED
FROM OR IN CONNECTION WITH MANAGER'S OR OWNER'S OPERATION OR USE OF THE
BALTIMORE VALET PARKING AREAS, THE BALTIMORE VACANT PARCELS, THE BALTIMORE
EMPLOYEE PARKING LICENSE, THE BALTIMORE GENERAL PARKING LICENSE AND ANY
ADDITIONAL PARKING PRIVILEGES NEGOTIATED OR OBTAINED BY MANAGER AS CONTEMPLATED
BY SECTION 24.26(B) AND/OR SECTION 24.26(D); 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 TAX 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; ANY REFUNDS OF
GST OR ANY SIMILAR VALUE ADDED TAX THAT IS REFUNDABLE; 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; PROCEEDS OF
ANY FINANCING OR RE-FINANCING; THE INITIAL WORKING CAPITAL; ANY REIMBURSEMENTS
RELATED TO COSTS INCURRED IN CONNECTION WITH THE OPERATION OF THE BALTIMORE
CENTRAL PLANT (OTHER THAN ADMINISTRATIVE FEES COLLECTED IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THE BALTIMORE MAINTENANCE MEMORANDUM); AND ANY OTHER
MATTERS SPECIFICALLY EXCLUDED FROM GROSS REVENUES PURSUANT TO THIS AGREEMENT.
11
1.64
"GST"
SHALL MEAN GOODS AND SERVICES TAXES IMPOSED PURSUANT TO
PART IX OF THE EXCISE TAX ACT (CANADA) AND ANY OTHER SIMILAR VALUE ADDED TAX
THAT IS REFUNDABLE.
1.65
"GUARANTOR"
SHALL MEAN THE GUARANTOR UNDER THE GUARANTY.
1.66
"GUARANTY"
SHALL MEAN THAT CERTAIN AMENDED AND RESTATED
CONSOLIDATED GUARANTY AGREEMENT, DATED AS OF FEBRUARY 16, 2005, MADE BY IHG FOR
THE BENEFIT OF, INTER ALIA, OWNER, AS THE SAME HAS BEEN OR MAY BE AMENDED,
SUPPLEMENTED OR REPLACED FROM TIME TO TIME, BUT SPECIFICALLY EXCLUDING ANY NEW
GUARANTY (AS DEFINED IN THE GUARANTY) GIVEN PURSUANT TO THE GUARANTY AS THE SAME
MAY BE AMENDED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME.
1.67
"HAZARDOUS SUBSTANCES"
SHALL MEAN ANY SUBSTANCE:
(A)
THE PRESENCE OF