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APPENDIX OF DEFINITIONS
<br /> For the purposes of this Agreement, and in addition to other terms defined throughout this
<br /> Agreement, the following terms shall have the following meanings:
<br /> "Affiliate" means any person or entity that wholly or partially, directly or indirectly controls,
<br /> is controlled by, or is under common control with Manager, regardless of the extent or degree of
<br /> such control or common control.
<br /> "Agency Account" means the special account or accounts into which all monies received
<br /> in connection with this Agreement and operation of the Facility, including Gross Sales and
<br /> Working Capital, shall be deposited.
<br /> "Capital Expenditures" means any expenditure for the long-term betterment or
<br /> improvement of the Facility, including without limitation any renovation, rehabilitation, expansion,
<br /> alteration, change, addition, or improvement in or to the interior or exterior of the Facility.
<br /> "Commencement Date" means
<br /> "First-class Facility" and "First-class Facilities" mean a full-service facility, of like physical
<br /> characteristics as the Facility, which maintains high standards of cleanliness, maintenance and
<br /> service,with all services normally provided by managers of comparable facilities, including without
<br /> limitation trained and uniformed staff, and which commands above average prices for food and
<br /> beverage products.
<br /> "Fiscal Year" means each twelve (12) month period from January 1 through December 31
<br /> of each calendar year, except that the first Fiscal Year shall be that period beginning on the
<br /> Commencement Date and ending on the following December 31.
<br /> "Furniture, Fixtures and Equipment"means furniture, furnishings, light fixtures, equipment,
<br /> fixtures, and personal property of every kind and nature located in or upon the Facility.
<br /> For purposes of calculating the Incentive Fee described in Section 12.2 of this Agreement,
<br /> "Gross Operating Profit" means all Gross Sales, less all Operating Expenses, except it does not
<br /> include expenses associated with debt, debt service or interest on indebtedness, property and
<br /> general liability insurance, property taxes, management fees, rent or common area maintenance
<br /> expenses, depreciation, amortizations or any extraordinary expenses.
<br /> "Gross Sales" means all receipts, revenues, income, and proceeds of sales of whatever
<br /> kind or nature received directly or indirectly from the operation of the Facility.
<br /> "Facility" means the real property, improvements, and all appurtenances known as the
<br /> if ," located at , including lounges,
<br /> dining rooms, patios, meeting rooms, and all Furniture, Fixtures and Equipment.
<br /> "Manager's Trade Names" means the names, trade names, trademarks, and service
<br /> marks of Manager, its parent, subsidiaries, and/or Affiliates, or any variations thereof when used
<br /> alone or in conjunction with some other word or words, or some other design.
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