【正文】 or similar causes beyond the reasonable control of Manager.“Franchisor” shall mean those certain franchisors and any successor franchisors selected by Lessee (subject to the terms of the Leases) identified on Exhibit “C” attached hereto (as modified from time to time).“Franchise Agreement” shall mean those certain license agreements between a Franchisor and Lessee as such license agreements are amended from time to time, and any other contract hereafter entered into between Lessee and such Franchisor pertaining to the name and operating procedures, systems and standards for the Hotels, as described on Exhibit “C” attached hereto (as modified from time to time).“Full Replacement Cost” shall have the meaning as set forth in Section .“Future Hotels” shall mean any hotel or motel properties leased after the date hereof by Lessee from Affiliates of the Partnership as more particularly described in Article XXVI hereof.“GAAP” shall mean generally accepted accounting principles consistently applied as recognized by the accounting industry and standards within the United States.5“General Manager” or “General Managers” shall have the meanings as set forth in Section .“Gross Operating Profit” shall mean the actual gross operating profit of the Premises determined generally in accordance with the Uniform System of Accounts, consistently applied and consistent with the determination thereof in the Annual Operating Budget.“Gross Operating Profit Margin” shall mean for any applicable Fiscal Year, the quotient expressed as a percentage, (i) the numerator of which is the Gross Operating Profit, and (ii) the denominator of which is Gross Revenues.“Gross Revenues” shall mean all revenues and receipts of every kind received from operating the Premises and all departments and parts thereof, including but not limited to, ine from both cash and credit transactions, ine from the rental of rooms, stores, offices, banquet rooms, conference rooms, exhibits or sale space of every kind, license, lease and concession fees and rentals (not including gross receipts of licensees, lessees and concessionaires), vending machines, health club membership fees, food and beverage sales, wholesale and retail sales of merchandise, service charges, and proceeds, if any, from business interruption or other loss of ine insurance。 civil disturbance, riot or mob violence。(j) The Premises’ allocable share of the actual costs and expenses incurred by Manager in providing Group Services as provided in Section hereof。(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。(k) The Management Fee。 terrorism。 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。 civil disturbance。 war。(i) Franchise fees, royalties, license fees, or pensation or consideration paid or payable to the Franchisor (as hereinafter defined), or any successor Franchisor, pursuant to a Franchise Agreement (as hereinafter defined)。 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 he