YEAR, AS PREPARED BY
MANAGER AND APPROVED BY OWNER AS PART OF A YEARLY BUDGET.
REFERENCES TO YEARLY
BUDGET SHALL BE DEEMED TO INCORPORATE THE CAPITAL REPLACEMENTS BUDGET UNLESS
SPECIFICALLY EXCLUDED.
1.42
"CLOSING"
SHALL MEAN THE CLOSING UNDER THE PURCHASE AGREEMENT.
1.43
"CODE"
SHALL 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.
1.44
"COLLATERAL AGENCY AGREEMENT"
SHALL HAVE THE MEANING GIVEN SUCH
TERM IN THE GUARANTY.
1.45
"COLLATERAL AGENT"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE
GUARANTY.
1.46
"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).
1.47
"CONDEMNATION"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE
LEASE.
1.48
"CONDEMNOR"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE LEASE.
1.49
"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
8
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.
1.50
"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 NO LONGER PUBLISHED, SUCH OTHER INDEX AS IS
PUBLISHED IN SUBSTITUTION THEREFOR.
1.51
"CROWNE PLAZA HOTELS"
SHALL MEAN THE HOTELS THAT ARE OPERATED AS
OF THE DATE HEREOF AS CROWNE PLAZA HOTELS.
1.52
"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.
1.53
"DEPOSIT"
SHALL HAVE THE MEANING GIVEN SUCH TERM IN THE DEPOSIT
AGREEMENT.
1.54
"DEPOSIT AGREEMENT"
SHALL MEAN THAT CERTAIN DEPOSIT AGREEMENT,
DATED AS OF JANUARY 6, 2006, AMONG OWNER, HPT TRS IHG-1, INC., HPT