【正文】 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)。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 Statements34Annual Financial Statements35ARTICLE XVI PAYMENT BY LESSEE35Payment of Base Management Fee35Payment of Incentive Management Fee35Distributions35ARTICLE XVII RELATIONSHIP AND AUTHORITY36ARTICLE XVIII DAMAGE, CONDEMNATION AND FORCE MAJEURE36Da