【正文】 ants.“Unrelated Person” shall have the meaning as set forth in Section (e).“Working Capital” shall mean the amounts by which current assets exceed current liabilities as defined by the Uniform System of Accounts which are reasonably necessary for the daytoday operation of the Premises’ business, including, without limitation, the excess of change and petty cash funds, operating bank accounts, receivables, prepaid expenses and funds required to maintain Inventories, over the amount of accounts payable and accrued current liabilities.ARTICLE II TERM OF AGREEMENT Term. The term (“Term”) of this Agreement shall mence on the “Commencement Date” for each of the Hotels as noted on Exhibit “A” attached hereto and, unless sooner terminated as herein provided, shall continue with respect to such Hotels until the “Termination Date.” For purposes of this Agreement, the “Termination Date” for each of the Hotels shall be the earlier to occur of (i) the Expiration Date applicable to such Hotel, (ii) termination at the option of Lessee in connection with the bona fide Sale of the Hotel by Landlord to an unaffiliated third party as provided in and subject to the terms of Section (a) hereof, (iii) termination at the option of Lessee in the event that the Performance Test has not 10been satisfied pursuant to and subject to the terms and conditions of Section (b) below, (iv) termination at the option of Lessee for convenience pursuant to and subject to the terms and conditions of Section (c) below (and subject to Section (a) with respect to any sale of the Hotel), or (v) termination by either Lessee or Manager pursuant to Article XVIII hereof in c。 provided, however, Gross Revenues shall not include (a) gratuities to the Premises’ employees, (b) federal, state or municipal excise, sales or use taxes or similar impositions collected directly from customers, patrons or guests or included as part of the sales prices of any goods or services paid over to federal, state or municipal governments, (c) property insurance or condemnation proceeds (excluding proceeds from business interruption or other loss of ine coverage), (d) proceeds from the sale or refinance of assets other than sales in the ordinary course of business, (e) funds furnished by the Lessee, (f) judgments and awards other than for lost business, (g) the amount of all credits, rebates or refunds (which shall be deductions from Gross Revenues) to customers, patrons or guests, (h) receipts of licensees, concessionaires, and tenants, (i) payments received at any of the Hotels for hotel acmodations, goods or services to be provided at other hotels, although arranged by, for or on behalf of Manager。 labor strikes or lock out。 terrorism。E” shall have the meaning as set forth in Section .“Fiscal Year” shall mean the twelve (12) month calendar year ending December 31, except that the first Fiscal Year and last Fiscal Year of the term of this Agreement may not be full calendar years.“Fixed Asset Supplies” shall mean supply items included within “Property and Equipment” under the Uniform System of Accounts, including linen, china, glassware, silver, uniforms, and similar items.“Force Majeure” shall mean any act of God (including adverse weather conditions)。(k) The Management Fee。3(g) Insurance costs and expenses as provided in Article XII。(c) The cost of replacing, maintaining or replenishing Inventories and Fixed Asset Supplies consumed in the operation of the Premises。FORM OF HOTEL MASTER MANAGEMENT AGREEMENT BY AND BETWEEN MHI HOSPITALITY TRS, LLC A DELAWARE LIMITED LIABILITY COMPANY AND MHI HOTELS SERVICES LLC, A VIRGINIA LIMITED LIABILITY COMPANY ARTICLE I DEFINITION OF TERMS1Definition of Terms1ARTICLE II TERM OF AGREEMENT10Term10Actions to be taken upon Termination11Early Termination Rights, Liquidated Damages12Substitution of Hotel15ARTICLE III PREMISES16ARTICLE IV APPOINTMENT OF MANAGER16Appointment16Delegation of Authority16Contracts, Equipment Leases and Other Agreements16Alcoholic Beverage/Liquor Licensing Requirements17ARTICLE V REPRESENTATIONS AND WARRANTIES17Lessee Representations17Manager Representations18ARTICLE VI OPERATION18Name of Premises, Standard of Operation18Use of Premises20Group Services20Right to Inspect21ARTICLE VII WORKING CAPITAL AND INVENTORIES21Working Capital and Inventories21Fixed Asset Supplies21ARTICLE VIII MAINTENANCE, REPLACEMENT AND CHANGES21Routine and NonRoutine Repairs and Maintenance21Capital Improvement Budget22ARTICLE IX EMPLOYEES24Employee Hiring24Costs, Benefit Plans24Manager’s Employees24Special Projects – Corporate Employees25Termination25Employee Use of Hotel26NonSolicitation26ARTICLE X BUDGET, STANDARDS AND CONTRACTS26Annual Operating Budget26Budget Approval27Operation Pending Approval27Budget Meetings27ARTICLE XI OPERATING DISTRIBUTIONS28Management Fee28Accounting and Interim Payment29ARTICLE XII INSURANCE30Insurance30iReplacement Cost31Increase in Limits31Blanket Policy31Costs and Expenses31Policies and Endorsements32Termination32ARTICLE XIII TAXES AND DEBT SERVICE32Taxes32Debt Service, Ground Lease Payments32ARTICLE XIV BANK ACCOUNTS33Operating Account33Payroll Account33Management of Operating Account33Advance of Funds34Reserve Accounts34ARTICLE XV ACCOUNTING SYSTEM34Books and Records34Monthly Financial Statements34