HOTEL, THEN, PROVIDED OWNER IS A PARTY TO SUCH LITIGATION OR ACTION AND FURTHER
PROVIDED THAT MANAGER SHALL HAVE PROVIDED TO OWNER EITHER A GUARANTY IN FORM
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AND SUBSTANCE REASONABLY SATISFACTORY TO OWNER WITH RESPECT TO MANAGER'S
OBLIGATIONS UNDER SECTION 12.3(A) OR COLLATERAL TO SECURE MANAGER'S OBLIGATIONS
UNDER SECTION 12.3(A) REASONABLY SATISFACTORY TO OWNER, THE CONDUCT OF ANY SUIT
WHETHER BROUGHT BY MANAGER OR INSTITUTED AGAINST OWNER AND/OR MANAGER SHALL BE
UNDER THE ABSOLUTE CONTROL OF COUNSEL NOMINATED AND RETAINED BY MANAGER
NOTWITHSTANDING THAT MANAGER MAY NOT BE A PARTY TO SUCH SUIT.
(C)
THE OWNER SHALL NOT BRING SUIT AGAINST ANY USER OF ANY SYSTEM MARK
ALLEGING OR ASSERTING ANY CLAIM BASED ON OWNER'S RIGHT, TITLE OR INTEREST AS OF
THE APPLICABLE EFFECTIVE DATE IN ANY SYSTEM MARK.
(D)
THE TERMS OF THIS SECTION 12.3 SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS AGREEMENT.
12.4
OTHER INTELLECTUAL PROPERTY PROVISIONS.
OWNER ACKNOWLEDGES THAT
MANAGER OR MANAGER'S AFFILIATES ARE OR MAY BECOME THE OWNER OR LICENSEE OF
CERTAIN INTELLECTUAL PROPERTY INCLUDING: (A) SOFTWARE FOR USE AT ONE OR MORE
FACILITIES MANAGED BY MANAGER OR MANAGER'S AFFILIATES AND ALL SOURCE AND OBJECT
CODE VERSIONS THEREOF AND ALL RELATED DOCUMENTATION, FLOW CHARTS, USER MANUALS,
LISTING AND SERVICE/OPERATOR MANUALS AND ANY ENHANCEMENTS, MODIFICATIONS OR
SUBSTITUTIONS THEREOF; AND (B) OPERATING METHODS, PROCEDURES AND POLICIES AND
(C) UPGRADES AND IMPROVEMENTS TO THE FOREGOING (AS THE SAME MAY BE UPGRADED OR
IMPROVED, COLLECTIVELY, "INTELLECTUAL PROPERTY").
MANAGER SHALL UTILIZE THE
INTELLECTUAL PROPERTY TO THE EXTENT NECESSARY OR APPROPRIATE IN CONNECTION WITH
THE OPERATION OF THE HOTELS FOR THE PURPOSE OF CARRYING OUT ITS OBLIGATIONS
HEREUNDER.
SUBJECT TO THE TERMS OF SECTIONS 6.1 AND 24.1, SUCH USE SHALL BE
STRICTLY ON A NON-EXCLUSIVE BASIS AND NEITHER SUCH USE NOR ANYTHING CONTAINED IN
THIS AGREEMENT SHALL CONFER ANY PROPRIETARY OR OTHER RIGHTS IN THE INTELLECTUAL
PROPERTY ON OWNER OR ANY THIRD PARTIES.
ARTICLE 13
INSURANCE
13.1
INSURANCE COVERAGE.
UNLESS OWNER ELECTS TO PROCURE AND MAINTAIN
THE INSURANCE REQUIRED HEREUNDER, AS AN OPERATING COST, WHICH ELECTION MAY BE
MADE FROM TIME TO TIME AND WITHDRAWN FROM TIME TO TIME ON NOT LESS THAN THIRTY
(30) DAYS' NOTICE, TO THE EXTENT COMMERCIALLY AVAILABLE (REGARDLESS OF WHETHER
IT IS AVAILABLE ON REASONABLE TERMS), MANAGER SHALL PROCURE AND MAINTAIN AS AN
OPERATING COST, AT ALL TIMES DURING THE TERM OR
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WHILE IT IS IN POSSESSION OF ANY OF THE HOTELS, REASONABLE AND ADEQUATE AMOUNTS
OF CASUALTY, LIABILITY AND OTHER USUAL AND CUSTOMARY TYPES OF INSURANCE FOR THE
HOTELS AND THEIR OPERATIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
MANAGER SHALL OBTAIN AND MAINTAIN, WITH INSURANCE COMPANIES OF RECOGNIZED
RESPONSIBILITY A MINIMUM OF THE FOLLOWING INSURANCE TO THE EXTENT COMMERCIALLY
AVAILABLE (REGARDLESS OF WHETHER IT IS AVAILABLE ON REASONABLE TERMS):
(A)
"SPECIAL FORM" PROPERTY INSURANCE, INCLUDING INSURANCE AGAINST
LOSS OR DAMAGE BY FIRE, VANDALISM AND MALICIOUS MISCHIEF, TERRORISM (IF
AVAILABLE ON COMMERCIALLY REASONABLE TERMS), EARTHQUAKE, EXPLOSION OF STEAM
BOILERS, PRESSURE VESSELS OR OTHER SIMILAR APPARATUS, NOW OR HEREAFTER INSTALLED
IN