【正文】 pply 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)。3(g) Insurance costs and expenses as provided in Article XII。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 MAJEURE36Damage and Repair36Condemnation36Force Majeure37ARTICLE XIX DEFAULT AND TERMINATION37Events of Default37Consequence of Default38ARTICLE XX WAIVER AND INVALIDITY38Waiver38Partial Invalidity38ARTICLE XXI ASSIGNMENT39ARTICLE XXII NOTICES39ARTICLE XXIII SUBORDINATION。(f) The cost and expense of nonroutine technical consultants and operational experts for specialized services in connection with the Premises, including, without limitation, an allocation of costs of Manager’s corporate staff who may perform special services directly related to the Hotels such as sales and marketing, revenue management, training, property tax services, federal, state and/or local tax services, recruiting, and similar functions or services as set forth in Section , to be allocated on a fair and equitable cost basis as reasonably determined by Manager and approved by Lessee (such approval not to be unreasonably withheld)?！癊ffective Date” shall mean the date this Agreement is fully executed and delivered.“Eligible Independent Contractor” shall have the meaning as set forth in Section .“Emergency Expenses” shall mean any expenses, regardless of amount, which, in Manager’s reasonable judgment, are immediately necessary to protect the physical integrity or lawful operation of the Hotels or the health or safety of its occupants.“Employee Claims” shall mean any claims (including all fines, judgments, penalties, costs, litigation and/or arbitration expenses, attorneys’ fees and expenses, and costs of settlement with respect to any such claim) made by or in respect of an employee or potential hire of Manager against Manager and/or Lessee which are based on a violation or alleged violation of the Employment Laws or alleged contractual obligations.“Employee Costs and Expenses” shall have the meaning as set forth in Section .“Employee Related Termination Costs” shall have the meaning as set forth in Section .“Employment Laws” shall mean all applicable federal, state and local laws (including, without limitation, any statutes, regulations, ordinances or mon laws) regarding the employment, hiring or discharge of persons.4“Event(s) of Default” shall have the meaning set forth in Article XIX.“Excluded Employee Claims” shall mean any Employee Claims (a) to the extent attributable to a substantial violation by Manager of Employment Laws, or (b) which do not arise from an isolated act of an individual employee but rather is the direct result of corporate policies of Manager which either encourage or fail to discourage the conduct from which such Employee Claim arises.“Executive Employees” shall mean the senior executives of the Manager.“Expiration Date” shall have the meaning as set forth in Section .“FFamp。 quarantine restrict