【正文】 rship 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)。 NONDISTURBANCE40Subordination40NonDisturbance Agreement41ARTICLE XXIV PROPRIETARY MARKS。 INTELLECTUAL PROPERTY41Computer Software and Equipment41Intellectual Property42Books and Records42ARTICLE XXV INDEMNIFICATION42Manager Indemnity42iiLessee Indemnity42Indemnification Procedure43Survival43ARTICLE XXVI FUTURE HOTELS44ARTICLE XXVII GOVERNING LAW VENUE44ARTICLE XXVIII MISCELLANEOUS44Rights to make Agreement44Agency45Failure to Perform45Headings45Attorneys’ Fees and Costs45Entire Agreement45Consents45Eligible Independent Contractor45Subleasing46Environmental Matters47Equity and Debt Offerings47Estoppel Certificates47Confidentiality48Modification48Counterparts48LIST OF EXHIBITS50LIST OF SCHEDULESiiiHOTEL MASTER MANAGEMENT AGREEMENT THIS HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into as of this day of , 2004, by and between MHI Hospitality TRS, LLC, a Delaware limited liability pany (hereinafter referred to as “Lessee”), MHI Hotels Services LLC, a Virginia limited liability pany (hereinafter referred to as “Manager”), and for the limited purposes of Article VIII herein, the Landlords (defined below).RECITALS: A. Lessee is the tenant under the Leases (defined below) covering those certain hotel properties, fully equipped with furniture and fixtures, and more particularly described by address location, franchise name and room number information, on Exhibit “A” attached hereto (the hotels, together with all ancillary facilities, improvements and amenities set forth on Exhibit A attached hereto as such exhibit exists as of the date of this Agreement, herein called the “Initial Hotels”).B. Lessee desires to retain Manager to manage and operate the Initial Hotels and any Future Hotels (as defined below), and Manager is willing to perform such services for the account of Lessee, all as more particularly set forth in this Agreement.AGREEMENTS: NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:ARTICLE I DEFINITION OF TERMS Definition of Terms. The following terms when used in this Agreement shall have the meanings indicated below.“Accounting Period” shall mean a calendar month.“Agreement” shall mean this Master Management Agreement, and all amendments, modifications, supplements, consolidations, extensions and revisions to this Master Management Agreement approved by Lessee and Manager in accordance with the provisions hereof.“Amendment” 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