OR REGISTRATIONS NOW OR HEREAFTER HELD, APPLIED FOR OR LICENSED
BY MANAGER OR ANY AFFILIATE OF MANAGER IN CONNECTION WITH THE STAYBRIDGE SUITES
BRAND OF HOTELS.
1.121
"TERM"
SHALL MEAN THE TERM OF THIS AGREEMENT AS IT MAY BE EXTENDED
OR TERMINATED PURSUANT TO THE TERMS OF THIS AGREEMENT.
1.122
"TRANSACTION DOCUMENTS"
SHALL MEAN, COLLECTIVELY, THIS AGREEMENT,
THE INITIAL HOTELS PURCHASE AGREEMENT, THE GUARANTY, THE DEPOSIT AGREEMENT, THE
COLLATERAL AGENCY AGREEMENT, THE PARSIPPANY HOTEL ASSIGNMENT AGREEMENT, AND ANY
AGREEMENT, INSTRUMENT, INDEMNITY OR UNDERTAKING EXECUTED AND DELIVERED BY IHG OR
ANY OF ITS AFFILIATES IN CONNECTION WITH THE CLOSING OR ANY OTHER TRANSACTION
DOCUMENT.
1.123
"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.
1.124
"ULTIMATE PARENT"
SHALL MEAN, WITH RESPECT TO ANY PERSON, EACH
PARENT OF SUCH PERSON WHO IN TURN HAS NO PARENT.
1.125
"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
22
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.
1.126
"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, DEPOSITS WITH UTILITY PROVIDERS, 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.
1.127
"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 BUDGET, A BUSINESS PLAN AND A CAPITAL REPLACEMENTS
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