Where in the Embassy Suites agreement can I find information about liquidated damages on termination?

revoke any financial accommodations (including but not limited to any Monthly Fee discounts, fee ramps or fee waivers) that we have granted and charge you the then-current standard fee or charge that would have otherwise applied absent the temporary financial accommodation.

• 13.3.4 You agree that our exercise of the right to Interim Remedies will not result in actual or constructive termination or abandonment of this Agreement, and that our right to Interim Remedies is in addition to, and apart from, any other right or remedy we may have in this Agreement. If we exercise the right to Interim Remedies, the exercise will not be a waiver of any breach by you of any term, covenant or condition of this Agreement. You will not be entitled to any compensation, including repayment, reimbursement, refund or offsets, for any fees, charges, expenses or losses you may directly or indirectly incur by reason of our exercise and/or withdrawal of any Interim Remedy.

[SELECT THE APPROPRIATE SUBPARAGRAPH 13.4; DELETE ALL HIGHLIGHTED LANGUAGE AND UPDATE TABLE OF CONTENTS]

[SELECT FOR ALL BRANDS EXCEPT CI, OL:

• 13.4 Liquidated Damages on Termination.
• 13.4.1 Calculation of Liquidated Damages. You acknowledge and agree that the premature termination of this Agreement will cause substantial damage to us. You agree that Liquidated Damages are not a penalty, but represent a reasonable estimate of the minimum just and fair compensation for the damages we will suffer as the result of your failure to operate the Hotel for the Term. If this Agreement terminates before the Expiration Date, you will pay us Liquidated Damages as follows:
• 13.4.1.1 [DELETE IF COO/RL and insert: INTENTIONALLY DELETED**]** If termination occurs before you begin the Hotel Work, and you or any Guarantor (or your or any Guarantor's Affiliates) directly or indirectly, enter into a franchise, license, management, lease and/or other similar

agreement for or begin construction or commence operation of a hotel, motel, inn, or similar facility at the Hotel Site within one (1) year after termination, then you will pay us Liquidated Damages in an amount equal to [SELECT FOR DT, ES, H2, HAM, HFS, HGI, HWS, PY, RU, UP, QQ the System's Average Monthly Royalty Fees multiplied by sixty (60).] [SELECT FOR GU $11,200 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR PO, UAB $13,000 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR PE, EY $10,000 multiplied by the number of approved Guest Rooms at the Hotel.]

13.4.1.2 [DELETE IF COO/RL and insert: INTENTIONALLY DELETED**]** If termination occurs after you begin the Hotel Work but before the Opening Date, unless your failure to complete the Hotel Work was the result of Force Majeure, you will pay us Liquidated Damages in an amount equal to [SELECT FOR DT, ES, H2, HAM, HFS, HGI, HWS, PY, RU, UP, QQ the System's Average Monthly Royalty Fees multiplied by sixty (60).] [SELECT FOR GU $11,200 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR PO, UAB $13,000 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR PE, EY $10,000 multiplied by the number of approved Guest Rooms at the Hotel.]

13.4.1.3 If termination occurs after the Opening Date but before the second anniversary of the Opening Date, you will pay us Liquidated Damages in an amount equal to [SELECT FOR DT, ES, H2, HAM, HFS, HGI, HWS, PY, RU, UP, QQ the greater of: (a) the Hotel's Average Monthly Royalty Fees multiplied by sixty (60); or (b) the System's Average Monthly Royalty Fees multiplied by sixty (60).] [SELECT FOR PO, UAB the greater of: (a) the Hotel's Average Monthly Royalty Fees multiplied by sixty (60); or (b) $13,000 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR PE, EY the greater of: (a) the Hotel's Average Monthly Royalty Fees multiplied by sixty (60); or (b) $10,000 multiplied by the number of approved Guest Rooms at the Hotel.] [SELECT FOR GU the greater of: (a) the Hotel's Average Monthly Royalty Fees multiplied by sixty (60); or (b) $11,200 multiplied by the number of approved Guest Rooms at the Hotel.]

13.4.1.4 If termination occurs after the second anniversary of the Opening Date but before the final sixty (60) calendar months of the Term, you will pay us Liquidated Damages in an amount equal to the Hotel's Average Monthly Royalty Fees multiplied by sixty (60).

13.4.1.5 If there are fewer than sixty (60) months remaining in the Term on the date of termination, you will pay us Liquidated Damages in an amount equal to the Hotel's Average Monthly Royalty Fees multiplied by the number of months remaining in the Term.

13.4.2 Payment of Liquidated Damages. Payment of Liquidated Damages is due thirty (30) days following termination of this Agreement or on demand.

[SELECT FOR CI, OL:

13.4 Termination Fee on Termination

• 13.4.1 Termination Fee. You agree that if this Agreement is terminated by us under this Section 13, you will pay a termination Fee equal to:
  • (a) $25,000 multiplied by the number of approved guest Rooms at the Hotel if termination occurs (i) before you begin the Hotel Work, and you or any Guarantor (or your or any Guarantor's Affiliates) directly or indirectly, enter into a franchise, license, management, lease and/or other similar agreement for or begin construction or commence construction operation of a hotel, motel, inn, or similar facility at the Hotel Site within one (1) year after termination, or (ii) after you begin the Hotel Work but before the Opening Date, unless your failure to complete the Hotel Work was the result of Force Majeure:

• (b) The greater of: (i) the Hotel's Average Monthly Royalty Fees multiplied by sixty (60); or (ii) an amount equal to $25,000 multiplied by the number of approved Guest Rooms at the Hotel, if termination occurs on or after the Opening Date but before the second anniversary of the Opening Date; or
• (c) The Hotel's Average Monthly Royalty Fees (i) multiplied by sixty (60) if termination occurs after the second anniversary of the Opening Date but before the final sixty (60) calendar months of the Term, or (ii) multiplied by the number of months remaining in the Term if there are fewer than sixty (60) months remaining in the Term on the date of termination.

You acknowledge and agree that this Termination Fee is an agreed fee and does not represent a penalty or liquidated damages. You further acknowledge and agree that this Termination Fee does not constitute or create, expressly or impliedly, any right or option for you to terminate this Agreement before the Expiration Date.

• 13.4.2. Payment of Termination Fee. You must pay the Termination Fee within (30) days after termination of this Agreement or on demand.]
• 13.5 Actual Damages Under Special Circumstances. [SELECT FOR ALL BRANDS EXCEPT CI, OL: You acknowledge that the Liquidated Damages described in Subsection 13.4 may be inadequate to compensate us for additional harm we may suffer, by reason of greater difficulty in re-entering the market, competitive damage to the System or the Network, damage to goodwill of the Marks, and other similar harm, as we reserve the right to seek actual damages in lieu of Liquidated Damages under the following circumstances: [SELECT FOR CI, OL: You agree that we may elect to seek actual damages in lieu of the Termination Fee under Section 13.4 above, in our sole and absolute discretion, under the following circumstances:
• 13.5.1 within twelve (12) months of each other, [SELECT FOR CI, DT, ES, GU, HFS, OL, PY, QQ: two (2)] [SELECT FOR EY, HGI, H2, HWS, PO, UP: five (5)] [SELECT FOR HAM, HIS, PE, RU, UAB: seven (7)] or more franchise agreements for the Brand between yourself (or any of your Affiliates) and us (or any of our Affiliates) terminate before their expiration date as a result of a breach by you or your Affiliate; or
• 13.5.2 this Agreement terminates due to an unapproved Transfer: (a) to a Competitor, or (b) to a buyer that converts the Hotel to a Competing Brand within two (2) years from the date this Agreement terminates.
• 13.6 Your Obligations on Termination or Expiration. On termination or expiration of this Agreement, you will immediately:
• 13.6.1 pay all sums due and owing to us or any of our Affiliates, including any expenses incurred by us in obtaining injunctive relief for the enforcement of this Agreement;

Source: Item 22 — CONTRACTS (FDD page 97)