REVENUES"
SHALL MEAN FOR ANY PERIOD WITH RESPECT TO EACH
HOTEL, ALL REVENUES AND INCOME OF ANY NATURE DERIVED DIRECTLY OR INDIRECTLY FROM
SUCH HOTEL OR FROM THE USE OR OPERATION THEREOF, INCLUDING WITHOUT LIMITATION
ROOM SALES; FOOD AND BEVERAGE SALES (REGARDLESS OF WHETHER OWNER, MANAGER OR ANY
OF THEIR AFFILIATES OWN THE ITEMS BEING SOLD); TELEPHONE, TELEGRAPH, FAX AND
INTERNET REVENUES; RENTAL OR OTHER PAYMENTS FROM LESSEES, SUBLEASES,
CONCESSIONAIRES AND OTHERS OCCUPYING OR USING SPACE OR RENDERING SERVICES AT
SUCH HOTEL (BUT NOT THE GROSS RECEIPTS OF SUCH LESSEES, SUBLEASES OR
CONCESSIONAIRES); AND THE ACTUAL CASH PROCEEDS OF BUSINESS INTERRUPTION, USE,
OCCUPANCY OR SIMILAR INSURANCE; PROVIDED, HOWEVER, THAT GROSS REVENUES SHALL NOT
INCLUDE THE FOLLOWING (AND THERE SHALL BE APPROPRIATE DEDUCTIONS MADE IN
DETERMINING GROSS REVENUES FOR):
GRATUITIES OR SERVICE CHARGES IN THE NATURE OF
A GRATUITY ADDED TO A CUSTOMER'S BILL; FEDERAL, STATE OR MUNICIPAL EXCISE, SALES
OR USE TAXES OR ANY OTHER TAXES COLLECTED DIRECTLY FROM PATRONS OR GUESTS OR
INCLUDED AS PART OF THE SALES PRICE OF ANY GOODS OR SERVICES; INTEREST RECEIVED
OR ACCRUED WITH RESPECT TO THE FUNDS IN THE RESERVE ACCOUNT OR (OTHER THAN FOR
PURPOSES OF CALCULATING THE INCENTIVE MANAGEMENT FEE AND THE RESIDUAL
DISTRIBUTION) THE OTHER OPERATING ACCOUNTS OF THE HOTELS; ANY REFUNDS, REBATES,
DISCOUNTS AND CREDITS OF A SIMILAR NATURE, GIVEN, PAID OR RETURNED IN THE COURSE
OF OBTAINING GROSS REVENUES OR COMPONENTS THEREOF; INSURANCE PROCEEDS (OTHER
THAN PROCEEDS FROM BUSINESS INTERRUPTION OR OTHER LOSS OF INCOME INSURANCE;
CONDEMNATION PROCEEDS (OTHER THAN FOR A TEMPORARY TAKING); CREDITS OR REFUNDS
MADE TO CUSTOMERS, GUESTS OR PATRONS; SUMS AND CREDITS RECEIVED BY OWNER FOR
LOST OR DAMAGED MERCHANDISE; PROCEEDS FROM THE SALE OR OTHER DISPOSITION OF A
HOTEL, ANY PART THEREOF, OF
5
FF&E OR ANY OTHER ASSETS OF THE HOTELS; OR PROCEEDS OF ANY FINANCING OR
RE-FINANCING; THE INITIAL WORKING CAPITAL AND ANY OTHER MATTERS SPECIFICALLY
EXCLUDED FROM GROSS REVENUES PURSUANT TO THIS AGREEMENT.
1.38
"GUARANTOR"
SHALL MEAN THE GUARANTOR UNDER THE GUARANTY.
1.39
"GUARANTY"
SHALL MEAN THE GUARANTY AGREEMENT OF EVEN DATE HEREWITH
MADE BY IHG FOR THE BENEFIT OF, INTER ALIA, OWNER, AS THE SAME MAY BE AMENDED,
SUPPLEMENTED OR REPLACED FROM TIME TO TIME.
1.40
"HAZARDOUS SUBSTANCES"
SHALL MEAN ANY SUBSTANCE:
(A)
THE PRESENCE OF WHICH REQUIRES OR MAY HEREAFTER REQUIRE
NOTIFICATION, INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL
STATUTE, REGULATION, RULE, ORDINANCE, ORDER, ACTION OR POLICY; OR
(B)
WHICH IS OR BECOMES DEFINED AS A "HAZARDOUS WASTE," "HAZARDOUS
MATERIAL" OR "HAZARDOUS SUBSTANCE" OR "POLLUTANT" OR "CONTAMINANT" UNDER ANY
PRESENT OR FUTURE FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE
OR AMENDMENTS THERETO INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601
ET SEQ.) AND THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. SECTION 6901
ET SEQ.) AND THE REGULATIONS PROMULGATED THEREUNDER; OR
(C)
WHICH IS TOXIC, EXPLOSIVE, CORROSIVE, FLAMMABLE, INFECTIOUS,
RADIOACTIVE, CARCINOGENIC, MUTAGENIC OR OTHERWISE HAZARDOUS AND IS OR BECOMES
REGULATED BY ANY GOVERNMENTAL AUTHORITY, AGENCY, DEPARTMENT,