【正文】 l, 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。 labor strikes or lock out。 epidemic。 terrorism。 war。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)。 and(m) Other expenses incurred in connection with the maintenance or operation of the Premises not expressly set forth above and authorized pursuant to this Agreement.Deductions shall not include: (a) depreciation and amortization, (b) Debt Service, or (c) Ground Lease Payments。(k) The Management Fee。(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)。3(g) Insurance costs and expenses as provided in Article XII。(e) All costs and fees of independent accountants, attorneys or other third parties who perform services related to the Hotels or the operation thereof。(c) The cost of replacing, maintaining or replenishing Inventories and Fixed Asset Supplies consumed in the operation of the Premises。 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