OF THE EXCESS, IF ANY, OF
GROSS REVENUES OF SUCH HOTEL FOR SUCH FISCAL YEAR OVER THE GROSS REVENUES FOR
SUCH HOTEL FOR ITS BASE YEAR.
1.105
"OWNER'S SECOND PRIORITY"
SHALL MEAN AN ANNUAL AMOUNT EQUAL
TO THE SUM OF (A) THREE MILLION THIRTY SEVEN THOUSAND FIVE HUNDRED DOLLARS
($3,037,500) FOR THE PERIOD THROUGH JANUARY 5, 2006 AND THREE MILLION FOUR
HUNDRED FIFTY-EIGHT THOUSAND TWENTY-FIVE DOLLARS ($3,458,025) THEREAFTER
(PRORATED, IF NECESSARY, BASED ON THE APPLICABLE EFFECTIVE DATES AS CONTEMPLATED
BY SECTION 10.5) PLUS (B) EFFECTIVE ON THE DATE OF EACH DISBURSEMENT BY
PURCHASER OR OWNER PURSUANT TO SECTIONS 5.2(C)(II) HEREOF, AN AMOUNT EQUAL TO
THE AMOUNT SO DISBURSED MULTIPLIED BY THE APPLICABLE DISBURSEMENT RATE
(DETERMINED AS OF THE DATES ON WHICH SUCH SUMS ARE ADVANCED).
OWNER'S SECOND
PRIORITY SHALL BE SUBJECT TO FURTHER ADJUSTMENT AS PROVIDED IN SECTIONS 2.7,
15.1(C) AND 24.17(B).
1.106
"PARENT"
SHALL MEAN WITH RESPECT TO ANY PERSON, ANY PERSON
WHO OWNS DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE SUBSIDIARIES OR AFFILIATES,
GREATER THAN FIFTY PERCENT (50%) OF THE VOTING OR BENEFICIAL INTEREST IN, OR
OTHERWISE HAS THE RIGHT OR POWER (WHETHER BY CONTRACT, THROUGH OWNERSHIP OF
SECURITIES OR OTHERWISE) TO CONTROL, SUCH PERSON.
1.107
"PERSON"
SHALL MEAN ANY INDIVIDUAL OR ENTITY, AND THE
HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES,
19
SUCCESSORS AND ASSIGNS OF SUCH INDIVIDUAL OR ENTITY WHERE THE CONTEXT SO ADMITS.
1.108
"PLEDGED HOTELS"
SHALL MEAN, WITH RESPECT TO ANY LOAN OR
OTHER DEBT SECURED BY AN AUTHORIZED MORTGAGE, COLLECTIVELY, THE HOTELS WHICH
SECURE SUCH LOAN OR OTHER DEBT.
1.109
"POOLED FF&E HOTELS"
SHALL MEAN THE HOTELS AND, AFTER THE
CLOSING UNDER THE PR STOCK AGREEMENT AND SUBJECT TO THE LIMITATIONS ON TRANSFER
SET FORTH IN THE PR LEASE, SO LONG AS THE PR PROPERTY IS OWNED BY AN AFFILIATE
OF PURCHASER, THE PR PROPERTY.
1.110
"PR GUARANTY"
SHALL HAVE THE MEANING GIVEN TO SUCH TERM IN
THE GUARANTY.
1.111
"PR INDEMNITY"
SHALL MEAN THAT CERTAIN INDEMNITY AGREEMENT
TO BE EXECUTED AND DELIVERED BY THE GUARANTOR PURSUANT TO THE PR STOCK AGREEMENT
AT THE CLOSING THEREUNDER.
1.112
"PR LEASE"
SHALL MEAN THAT CERTAIN LEASE TO BE ENTERED INTO
PURSUANT TO THE PR STOCK AGREEMENT BETWEEN THE OWNER OF THE PR PROPERTY, ON THE
ONE HAND, AND MANAGER'S AFFILIATE, ON THE OTHER HAND, WITH RESPECT TO THE
INTERCONTINENTAL HOTEL IN SAN JUAN, PUERTO RICO, AS THE SAME MAY BE AMENDED FROM
TIME TO TIME.
1.113
"PR PROPERTY"
SHALL HAVE THE MEANING ASCRIBED TO THE TERM
"PROPERTY" IN THE PR LEASE.
1.114
"PR STOCK AGREEMENT"
SHALL MEAN THAT CERTAIN AMENDED AND
RESTATED STOCK PURCHASE AGREEMENT PURSUANT TO WHICH AN AFFILIATE OF MANAGER SOLD
OR WILL SELL THE STOCK OF THE OWNER OF THE PR PROPERTY TO AN AFFILIATE OF OWNER,
AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
1.115
"PR TENANT"
SHALL MEAN THE TENANT UNDER THE PR LEASE.
1.116
"PRINCIPAL DOCUMENTS"
SHALL MEAN, COLLECTIVELY, THIS
AGREEMENT, THE PR LEASE, THE GUARANTY, THE PR GUARANTY, THE PR INDEMNITY, THE
COLLATERAL AGENCY AGREEMENT AND THE