SUCH PROPERTY FOR SUCH PERIOD NET OF, FOR SUCH PERIOD AND SUCH PROPERTY, REAL
AND PERSONAL PROPERTY TAXES AND CASUALTY AND LIABILITY INSURANCE PREMIUMS, AN
IMPUTED RESERVE FOR CAPITAL REPLACEMENTS EQUAL TO FIVE PERCENT (5%) OF GROSS
REVENUES AND AN IMPUTED MANAGEMENT FEE EQUAL TO THREE PERCENT (3%) OF GROSS
REVENUES.
TO THE EXTENT THAT ANY AMOUNT (OR PORTION THEREOF) USED TO CALCULATE
NOI IS DENOMINATED IN ANY CURRENCY OTHER THAN UNITED STATES DOLLARS, THE SAME
SHALL BE CONVERTED TO UNITED STATES DOLLARS USING A REASONABLE METHOD CONSISTENT
WITH THE ACCOUNTING PRINCIPLES THEN EMPLOYED BY MANAGER AND ITS AFFILIATES WHEN
ACCOUNTING FOR FOREIGN CURRENCIES.
1.90
"NON-ECONOMIC HOTEL"
SHALL MEAN ANY HOTEL WHICH HAS BEEN
DESIGNATED A NON-ECONOMIC HOTEL PURSUANT TO THE TERMS HEREOF (SO LONG AS SUCH
DESIGNATION HAS NOT BEEN DEEMED WITHDRAWN PURSUANT TO THE TERMS OF
SECTION 2.7(A)).
1.91
"OFFER"
SHALL MEAN A BONA FIDE ARM'S-LENGTH BINDING UNCONDITIONAL
OFFER TO PURCHASE A NON-ECONOMIC HOTEL FREE AND CLEAR OF ANY RIGHTS OF MANAGER
HEREUNDER MADE BY AN UNRELATED THIRD PARTY HAVING THE FINANCIAL CAPACITY TO
IMPLEMENT THE TERMS OF SUCH OFFER WHICH PROVIDES FOR AN ALL CASH PURCHASE PRICE
ACCEPTABLE TO MANAGER AND IS OTHERWISE ON CUSTOMARY TERMS.
15
1.92
"OFFICER'S CERTIFICATE"
SHALL MEAN AS TO ANY PERSON, A CERTIFICATE
OF THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING
OFFICER OF SUCH PERSON, DULY AUTHORIZED, ACCOMPANYING THE FINANCIAL STATEMENTS
REQUIRED TO BE DELIVERED BY SUCH PERSON PURSUANT TO SECTIONS 8.1, 8.4 OR 17.4 OR
OTHERWISE PURSUANT TO THE PR GUARANTY, IN WHICH SUCH OFFICER SHALL CERTIFY TO
SUCH OFFICER'S BEST KNOWLEDGE (A) THAT SUCH STATEMENTS HAVE BEEN PROPERLY
PREPARED IN ACCORDANCE WITH THE ACCOUNTING PRINCIPLES, (B) IN THE EVENT THAT THE
CERTIFYING PARTY IS AN OFFICER OF IHG OR ANOTHER GUARANTOR, THAT SUCH STATEMENTS
ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AND FAIRLY PRESENT THE
CONSOLIDATED FINANCIAL CONDITION OF SUCH PERSON AT AND AS OF THE DATES THEREOF
AND THE RESULTS OF ITS AND THEIR OPERATIONS FOR THE PERIODS COVERED THEREBY AND
THAT THERE IS NO DEFAULT ON THE PART OF THE GUARANTOR UNDER THE GUARANTY, AND
(C) IN THE EVENT THAT 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.
1.93
"OPERATING COSTS"
SHALL MEAN, COLLECTIVELY, ALL COSTS AND EXPENSES
OF THE HOTELS (REGARDLESS OF WHETHER THE SAME ARE 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 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 SYSTEM FEES, THE BALTIMORE VALET LICENSE FEE, AND THE BALTIMORE
GENERAL