【正文】 mage and Repair36Condemnation36Force Majeure37ARTICLE XIX DEFAULT AND TERMINATION37Events of Default37Consequence of Default38ARTICLE XX WAIVER AND INVALIDITY38Waiver38Partial Invalidity38ARTICLE XXI ASSIGNMENT39ARTICLE XXII NOTICES39ARTICLE XXIII SUBORDINATION。 NONDISTURBANCE40Subordination40NonDisturbance Agreement41ARTICLE XXIV PROPRIETARY MARKS。(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。(d) A reasonable reserve for uncollectible accounts receivable as reasonably determined by Manager and approved by Lessee (such approval not to be unreasonably withheld)。(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)。(h) Real estate and personal property taxes levied or assessed against the Premises by duly authorized taxing authorities and such other taxes, if any, assessed against Manager or the Premises and the responsibility of the Lessee related to the operation and/or ownership of the Premises。(j) The Premises’ allocable share of the actual costs and expenses incurred by Manager in providing Group Services as provided in Section hereof。(l) Rental payments made under equipment leases?！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。 act of the state or federal government in its sovereign or contractual capacity。 civil disturbance, riot or mob violence。 earthquake, flood, fire or other casualty。 quarantine restriction。 freight embargo。 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 tr