【正文】 endment” shall have the meaning as set forth in Article XXVI.“Annual Operating Budget” shall have the meaning as set forth in Section .“AOB Objection Notice” shall have the meaning as set forth in Section .1“Applicable Standards” shall mean standards of operation for the Premises which are (a) in accordance with the requirements of the applicable Franchise Agreement, this Agreement and all CCRs affecting the Premises and of which true and plete copies have been made available by Lessee to Manager, (b) in accordance with applicable Legal Requirements, (c) in accordance with the terms and conditions of any Hotel Mortgage or Ground Lease to the extent not otherwise inconsistent with the terms of this Agreement (to the extent Lessee has made available to Manager true and plete copies of the applicable loan documents relating to any such Hotel Mortgage and/or the Ground Leases), (d) in accordance with the Leases (to the extent Lessee has made available to Manager a true and plete copy thereof), (e) in accordance with the requirements of any carrier having insurance on the Hotels or any part thereof (to the extent Manager has been given written notice of such requirements or policies or has coordinated same on behalf of Lessee), and (f) in accordance with the requirements of Section 856(d)(9)(D) of the Code for qualifying each of the Hotels as a Qualified Lodging Facility.“Base Management Fee” shall have the meaning as set forth in Section (a).“Benefit Plans” shall have the meaning as set forth in Section .“Business Day” shall mean any day excluding (i) Saturday, (ii) Sunday, (iii) any day which is a legal holiday under the laws of the Commonwealth of Virginia, and (iv) any day on which banking institutions located in such states are generally not open for the conduct of regular business.“Budgeted GOP” shall mean the Gross Operating Profit as set forth in the Annual Operating Budget for the applicable Fiscal Year, as approved by Lessee and Manager pursuant to Article X hereof.“CCR” shall mean those certain restrictive covenants encumbering the Premises recorded in the real property records of the county where such premises are located, as described in the owner policies of title insurance relating to such premises, a copy of which are acknowledged received by the Manager.“Capital Improvement Budget” shall have the meaning as set forth in Section (e).“Cash Management Agreements” shall mean agreements, if any, entered into by Lessee, Landlord and a Holder for the collection and disbursement of any lease payments by Lessee to Landlord under the applicable Lease with respect to the applicable Premises, which constitute a part of the loan documents executed and delivered in connection with any Hotel Mortgage by Landlord.“CIB Objection Notice” shall have the meaning as set forth in Section (a).“CPI” means the Consumer Price Index, published for all Urban Consumers for the . City Average for All Items, 198284=100 issued by the Bureau of Labor Statistics of the United States Department of Labor, as published in the Wall Street Journal.2“Code” shall mean the Internal Revenue Code of 1986, as amended.“Commencement Date” shall have the meaning as set forth in Section .“Competitive Set” shall initially mean for each Hotel, the hotels situated in the same market segment as such Hotel as noted on Schedule 1 attached hereto, which petitive set shall include the applicable Hotel. The Competitive Set may be changed from time to time by mutual agreement of Lessee and Manager to reasonably and accurately reflect a set within the market of such Hotel that is parable in rate quality and in operation to such Hotel and directly petitive with such Hotel. The requirements for the Competitive Set are not applicable to any of the Initial Hotels until after the expiration of the initial 10year term of this Agreement.“Contract(s)” shall have the meaning as set forth in Section .“Debt Service” shall mean actual scheduled payments of principal and interest, including accrued and cumulative interest, payable by a Landlord with respect to any Hotel Mortgage.“Deductions” shall mean the following matters:(a) Employee Costs and Expenses (including, Employee Claims but excluding Excluded Employee Claims)。(b) Administrative and general expenses and the cost of advertising and business promotion, heat, light, power, munications (., telephone, fax, cable service and internet) and other utilities and routine repairs, maintenance and minor alterations pertaining to the Premises。(c) The cost of replacing, maintaining or replenishing Inventories and Fixed Asset Supplies consumed in the operation of the Premises。(d) A reasonable reserve for uncollectible accounts receivable as reasonably determined by Manager and approved by Lessee (such approval not to be unreasonably withheld)。(e) All costs and fees of independent accountants, attorneys or other third parties who perform services related to the Hotels or the operation thereof。(f) The cost and expense of nonroutine technical consultants and operational experts for specialized services in connection with the Premises, including, without limitation, an allocation of costs of Manager’s corporate staff who may perform special services directly related to the Hotels such as sales and marketing, revenue management, training, property tax services, federal, state and/or local tax services, recruiting, and similar functions or services as set forth in Section , to be allocated on a fair and equitable cost basis as reasonably determined by Manager and approved by Lessee (such approval not to be unreasonably withheld)。3(g) Insurance costs and expenses as provided in Article XII。(h) Real estate and personal property taxes levied or assessed against the Premises by duly authorized taxing authorities and such other taxes, if any, assessed against Manager or the Premises and the responsibility of the Lessee related to the operation an