THE
CERTIFYING PARTY IS AN OFFICER OF MANAGER AND THE CERTIFICATE IS BEING GIVEN IN
SUCH CAPACITY, THAT SUCH STATEMENTS FAIRLY PRESENT THE FINANCIAL OPERATION OF
THE HOTELS.
1.59
"OPENING DATE"
SHALL MEAN FOR EACH HOTEL, THE DATE SET FORTH AS
SUCH ON EXHIBIT B FOR SUCH HOTEL.
1.60
"OPERATING COST(S)"
SHALL MEAN, COLLECTIVELY, ALL COSTS AND
EXPENSES OF THE HOTELS (REGARDLESS OF WHETHER THE SAME IS INCURRED BY OWNER,
PURCHASER OR MANAGER) THAT ARE NORMALLY CHARGED AS AN OPERATING EXPENSE UNDER
ACCOUNTING PRINCIPLES, INCLUDING, WITHOUT LIMITATION:
(I)
THE COST OF OPERATING SUPPLIES, WAGES, SALARIES AND EMPLOYEE
FRINGE BENEFITS, ADVERTISING AND PROMOTIONAL EXPENSES, THE COST OF PERSONNEL
TRAINING PROGRAMS, UTILITY
8
AND ENERGY COSTS, OPERATING LICENSES AND PERMITS, MAINTENANCE COSTS, AND
EQUIPMENT RENTALS;
(II)
ALL EXPENDITURES MADE FOR MAINTENANCE AND REPAIRS TO KEEP THE
HOTEL IN GOOD CONDITION AND REPAIR (OTHER THAN CAPITAL REPLACEMENTS);
(III)
PREMIUMS FOR INSURANCE REQUIRED HEREUNDER;
(IV)
THE SERVICES FEES;
(V)
REAL ESTATE AND PERSONAL PROPERTY TAXES AND EXPENSES EXCEPT TO THE
EXTENT EXPRESSLY SPECIFIED OTHERWISE HEREIN;
(VI)
AUDIT, LEGAL AND ACCOUNTING FEES AND EXPENSES EXCEPT TO THE EXTENT
EXPRESSLY SPECIFIED OTHERWISE HEREIN; AND
(VII)
RENT OR LEASE PAYMENT FOR EQUIPMENT USED AT THE HOTELS IN THE
OPERATION THEREOF.
Notwithstanding anything contained herein to the contrary, Operating Costs shall
exclude:
(a) the Base Management Fee and the Incentive Management Fee; (b)
items expressly excluded from Operating Costs pursuant to the terms hereof; (c)
items for which Manager or its Affiliates are to indemnify Purchaser or Owner;
(d) items for which Owner or its Affiliates are to indemnify Manager (e) items
for which Manager or its Affiliates has expenses agreed under the Transaction
Documents to be liable at its own cost and expense; (f) amounts payable to Owner
or its Affiliates under the Purchase Agreement or the Transaction Documents or
for periods not included in the Term; (g) any reimbursement of advances made by
Manager or Owner; (h) the cost of Capital Replacements; (i) the Minimum Rent and
the Additional Rent under the Lease; (j) debt service on any loan or other debt
secured by an Authorized Mortgage or other financing obtained by Purchaser,
Owner or Manager other than equipment financing permitted hereunder; and (k)
except as provided in Sections 2.2, 6.1 or 11.1, the cost of providing any
services by the Manager or its Affiliates using their own personnel to the
Hotels which are not performed at the Hotels; and (l) any cost incurred in
connection with the sale of the Hotels from Manager to Owner including, without
limitation, any expense incurred in connection with performing obligations under
the Purchase Agreement or any agreement, instrument, indemnity or undertaking
executed and delivered by any IHG Party in connection with the Closing
thereunder.
1.61
"OPERATING EQUIPMENT"
SHALL HAVE THE MEANING GIVEN TO THE TERM
"PROPERTY AND EQUIPMENT" UNDER THE UNIFORM SYSTEM OF ACCOUNTS.
1.62
"OPERATING PROFIT"
SHALL MEAN FOR ANY PERIOD, THE EXCESS, IF ANY,
OF GROSS REVENUES FOR ALL OF THE HOTELS FOR SUCH PERIOD OVER