EXTENDED
OR TERMINATED.
1.92
"TRANSACTION DOCUMENTS"
SHALL MEAN, COLLECTIVELY, THIS AGREEMENT,
THE PURCHASE AGREEMENT, ANY AGREEMENT, INSTRUMENT, INDEMNITY OR UNDERTAKING
EXECUTED AND DELIVERED BY AN IHG PARTY IN CONNECTION WITH THE CLOSING, THE
GUARANTY AND THE COLLATERAL AGENCY AGREEMENT.
1.93
"TRANSFERRED HOTELS"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN
SECTION 4.4.
1.94
"UNIFORM SYSTEM OF ACCOUNTS"
SHALL MEAN THE UNIFORM SYSTEM OF
ACCOUNTS FOR THE LODGING INDUSTRY, NINTH REVISED EDITION, 1996, AS PUBLISHED BY
THE EDUCATIONAL INSTITUTE OF THE AMERICAN HOTEL AND MOTEL ASSOCIATION, AS IT MAY
BE AMENDED FROM TIME TO TIME.
1.95
"ULTIMATE PARENT"
SHALL MEAN, WITH RESPECT TO ANY PERSON, EACH
PARENT OF SUCH PERSON WHO IN TURN HAS NO PARENT.
1.96
"UNSUITABLE FOR ITS PERMITTED USE"
SHALL MEAN WITH RESPECT TO A
HOTEL, A STATE OR CONDITION OF SUCH HOTEL SUCH THAT (A) FOLLOWING ANY DAMAGE OR
DESTRUCTION INVOLVING SUCH HOTEL, SUCH HOTEL CANNOT BE OPERATED IN THE GOOD
FAITH JUDGMENT OF MANAGER OR OWNER ON A COMMERCIALLY PRACTICABLE BASIS AND IT
CANNOT REASONABLY BE EXPECTED TO BE RESTORED TO SUBSTANTIALLY THE SAME CONDITION
AS EXISTED IMMEDIATELY BEFORE SUCH DAMAGE OR DESTRUCTION AND OTHERWISE AS
REQUIRED UNDER ARTICLE 15 HEREOF, USING ONLY THE NET PROCEEDS OF INSURANCE
OBTAINED IN CONNECTION THEREWITH AND OTHER FUNDS THAT OWNER OR MANAGER ELECT TO
PROVIDE PURSUANT TO THE TERMS OF ARTICLE 15 HEREOF WITHIN TWELVE (12) MONTHS
FOLLOWING SUCH DAMAGE OR DESTRUCTION OR SUCH SHORTER PERIOD OF TIME AS TO WHICH
BUSINESS INTERRUPTION INSURANCE IS AVAILABLE TO COVER AMOUNTS PAYABLE TO OWNER
HEREUNDER AND OTHER COSTS RELATED TO THE HOTEL FOLLOWING SUCH DAMAGE OR
DESTRUCTION, OR (B) AS THE RESULT OF A PARTIAL TAKING BY CONDEMNATION, SUCH
HOTEL CANNOT BE OPERATED, IN THE GOOD FAITH JUDGMENT OF MANAGER OR OWNER ON A
COMMERCIALLY PRACTICABLE BASIS IN LIGHT OF THEN EXISTING CIRCUMSTANCES.
1.97
"WORKING CAPITAL"
SHALL MEAN FUNDS THAT ARE USED (OR HELD FOR USE)
IN THE DAY-TO-DAY OPERATION OF THE BUSINESS OF THE HOTELS, INCLUDING, WITHOUT
LIMITATION, CHANGE AND PETTY CASH FUNDS, AMOUNTS DEPOSITED IN OPERATING BANK
ACCOUNTS, RECEIVABLES, AMOUNTS DEPOSITED IN PAYROLL ACCOUNTS, PREPAID EXPENSES
AND FUNDS REQUIRED TO MAINTAIN OPERATING SUPPLIES, LESS ACCOUNTS PAYABLE AND
ACCRUED CURRENT LIABILITIES, EXCLUSIVE OF ANY FUNDS IN THE RESERVE ACCOUNT.
1.98
"YEARLY BUDGET"
SHALL MEAN, WITH RESPECT TO EACH HOTEL, THE ANNUAL
OPERATING BUDGET OF SUCH HOTEL, COVERING A FISCAL YEAR, AS PREPARED BY MANAGER
IN ACCORDANCE WITH THE ACCOUNTING PRINCIPLES AND APPROVED BY OWNER. SUCH BUDGET
SHALL INCLUDE AN OPERATING
12
BUDGET, A BUSINESS PLAN AND A CAPITAL REPLACEMENT BUDGET. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE YEARLY BUDGET SHALL INCLUDE A PROJECTION OF THE
ESTIMATED FINANCIAL RESULTS OF THE OPERATION OF EACH HOTEL FOR THE FISCAL YEAR.
SUCH PROJECTION SHALL PROJECT THE ESTIMATED GROSS REVENUES, DEPARTMENTAL
PROFITS, OPERATING COSTS AND OPERATING PROFIT FOR THE FISCAL YEAR FOR EACH
HOTEL.
ARTICLE 2
SCOPE OF AGREEMENT
2.1
ENGAGEMENT OF MANAGER. SUBJECT TO THE TERMS OF THIS AGREEMENT,
OWNER HEREBY GRANTS TO MANAGER THE SOLE AND EXCLUSIVE RIGHT TO SUPERVISE