MEAN THE UNITED STATES INTERNAL REVENUE CODE OF
1986 AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER, EACH AS FROM TIME TO
TIME AMENDED AND ANY REFERENCE TO ANY STATUTORY OR REGULATORY PROVISION SHALL BE
DEEMED TO BE A REFERENCE TO ANY SUCCESSOR STATUTORY OR REGULATORY PROVISION.
1.26
"COLLATERAL AGENCY AGREEMENT"
SHALL HAVE THE MEANING GIVEN SUCH
TERM IN THE GUARANTY.
1.27
"COLLATERAL AGENT"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE
GUARANTY.
1.28
"COMPETITOR"
SHALL MEAN ANY PERSON (OTHER THAN MANAGER AND ITS
AFFILIATES) WHICH OWNS DIRECTLY OR THROUGH AN AFFILIATE A HOTEL BRAND, TRADE
NAME, SYSTEM, OR CHAIN HAVING AT LEAST FIFTEEN (15) HOTELS (EXCLUDING A MERE
FRANCHISEE OR MERE PASSIVE INVESTOR).
1.29
"CONDEMNATION"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE
LEASE
1.30
"CONDEMNOR"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE
LEASE.
1.31
"CONSOLIDATED FINANCIALS"
SHALL MEAN FOR ANY FISCAL YEAR OR
ANY INTERIM PERIOD OF ANY PERSON, ANNUAL OR INTERIM FINANCIAL STATEMENTS OF SUCH
PERSON PREPARED ON A CONSOLIDATED BASIS, INCLUDING SUCH PERSON'S CONSOLIDATED
BALANCE SHEET AND THE RELATED STATEMENTS OF INCOME AND CASH FLOWS, ALL IN
REASONABLE DETAIL, AND SETTING FORTH IN COMPARATIVE FORM THE CORRESPONDING
FIGURES FOR THE CORRESPONDING PERIOD IN THE PRECEDING FISCAL YEAR OF SUCH
PERSON, AND PREPARED IN ACCORDANCE WITH THE ACCOUNTING PRINCIPLES THROUGHOUT THE
PERIODS REFLECTED OR IF SUCH PERSON'S PRINCIPAL PLACE OF BUSINESS IS THE UNITED
KINGDOM, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AS ADOPTED
IN THE UNITED KINGDOM, CONSISTENTLY APPLIED THROUGHOUT THE PERIODS REFLECTED
PROVIDED THAT ANY SUCH FINANCIAL STATEMENT WHICH IS AUDITED SHALL CONTAIN A
RECONCILIATION OF ANY DIFFERENCES BETWEEN SUCH ACCOUNTING PRINCIPLES AND
ACCOUNTING PRINCIPLES.
1.32
"CONSUMER PRICE INDEX"
SHALL MEAN THE CONSUMER PRICE INDEX FOR
ALL URBAN CONSUMERS, U.S. CITY AVERAGE, PUBLISHED BY THE UNITED STATES BUREAU OF
LABOR STATISTICS OR IF SUCH INDEX IS
6
NO LONGER PUBLISHED, SUCH OTHER INDEX AS IS PUBLISHED IN SUBSTITUTION THEREFOR.
1.33
"CONTROLLING INTEREST"
SHALL MEAN THE POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE BUSINESS,
MANAGEMENT OR POLICIES OF SUCH PERSON.
1.34
"DEBT SERVICE COVERAGE RATIO"
SHALL MEAN, WITH RESPECT TO ANY LOAN
OR OTHER DEBT SECURED BY AN AUTHORIZED MORTGAGE, THE QUOTIENT OBTAINED BY
DIVIDING (A) THE NOI OF THE PROPERTIES SECURING SUCH LOAN OR OTHER DEBT FOR THE
TWELVE (12) MONTHS ENDING ON THE DATE ON WHICH SUCH AUTHORIZED MORTGAGE IS
GRANTED BY (B) REGULARLY SCHEDULED INTEREST AND PRINCIPAL PAYMENTS PROJECTED TO
BE PAID THEREUNDER DURING THE FIRST (1ST) TWELVE (12) MONTHS AFTER THE FIRST DAY
OF THE MONTH NEXT AFTER SUCH DATE.
1.35
"DEPOSIT"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN SECTION 17.5
1.36
"DEPOSIT AGREEMENT"
SHALL MEAN THAT CERTAIN AMENDED AND RESTATED
DEPOSIT AGREEMENT, DATED JANUARY 20, 2006, BY AND AMONG OWNER, HPT TRS IHG-2,
INC., HPT IHG PR, INC., HPT TRS IHG-3, INC., MANAGER, IHG MANAGEMENT (MARYLAND)
LLC, AND INTERCONTINENTAL HOTELS GROUP (CANADA), INC., AS THE SAME MAY BE
AMENDED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME.
1.37
"DISBURSEMENT RATE"