OF THE SAME FOR MANAGER'S
RECORDS.
NOTWITHSTANDING THE FOREGOING, MANAGER WILL NOT BE REQUIRED TO DELIVER
TO OWNER ANY INFORMATION OR MATERIALS (INCLUDING, WITHOUT LIMITATION, SOFTWARE,
DATABASE, MANUALS AND TECHNICAL INFORMATION) WHICH ARE PROPRIETARY PROPERTY OF
MANAGER.
(C)
ON THE EFFECTIVE DATE OF SUCH EXPIRATION OR
EARLIER TERMINATION, MANAGER WILL DELIVER POSSESSION OF THE HOTELS,
83
TOGETHER WITH ANY AND ALL KEYS OR OTHER ACCESS DEVICES, TO OWNER.
(D)
ON THE EFFECTIVE DATE OF SUCH EXPIRATION OR
EARLIER TERMINATION, MANAGER WILL ASSIGN TO OWNER OR ITS DESIGNEE, AND OWNER OR
SUCH DESIGNEE WILL ASSUME, ALL BOOKING, RESERVATION, SERVICE AND OPERATING
CONTRACTS RELATING EXCLUSIVELY TO THE OCCUPANCY OR OPERATION OF THE HOTELS AND
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS BY MANAGER IN ACCORDANCE WITH
THIS AGREEMENT.
OWNER AGREES TO INDEMNIFY AND HOLD MANAGER HARMLESS FROM
LIABILITY OR OTHER OBLIGATIONS UNDER ANY SUCH AGREEMENTS RELATING TO ACTS OR
OCCURRENCES, INCLUDING OWNER'S OR SUCH DESIGNEE'S FAILURE TO PERFORM, ON OR
AFTER THE EFFECTIVE DATE OF SUCH ASSIGNMENT.
(E)
MANAGER WILL ASSIGN TO OWNER OR ITS
DESIGNEE ANY ASSIGNABLE LICENSES AND PERMITS PERTAINING TO THE HOTELS AND WILL
OTHERWISE REASONABLY COOPERATE WITH OWNER AS MAY BE NECESSARY FOR THE TRANSFER
OF ANY AND ALL HOTEL LICENSES AND PERMITS TO OWNER OR OWNER'S DESIGNEE.
(F)
MANAGER SHALL RELEASE AND TRANSFER TO
OWNER OR PURCHASER, AS APPLICABLE, ANY FUNDS OF OWNER OR PURCHASER WHICH ARE
HELD OR CONTROLLED BY MANAGER.
(G)
MANAGER SHALL HAVE THE OPTION, TO BE
EXERCISED WITHIN THIRTY (30) DAYS AFTER TERMINATION OR EXPIRATION, TO PURCHASE,
AT THEIR THEN BOOK VALUE, ANY FF&E, OPERATING EQUIPMENT OR OTHER PERSONAL
PROPERTY AS MAY BE MARKED WITH ANY SYSTEM MARK AT THE HOTELS.
IN THE EVENT
MANAGER DOES NOT EXERCISE SUCH OPTION, OWNER AGREES THAT IT WILL USE ANY SUCH
ITEMS NOT SO PURCHASED EXCLUSIVELY IN CONNECTION WITH THE HOTELS UNTIL THEY ARE
CONSUMED; PROVIDED, HOWEVER, MANAGER SHALL NOT BE ENTITLED TO PURCHASE FF&E,
OPERATING EQUIPMENT OR OTHER PERSONAL PROPERTY LOCATED AT A HOTEL WHICH IS TO BE
OPERATED UNDER THE BRAND NAME OR BY MANAGER, UNTIL SUCH HOTEL SHALL NO LONGER BE
SO OPERATED.
(H)
OWNER SHALL HAVE THE RIGHT TO OPERATE THE
IMPROVEMENTS ON THE APPLICABLE SITES WITHOUT MODIFYING THE STRUCTURAL DESIGN OF
SAME AND WITHOUT MAKING ANY MATERIAL REPAIR, NOTWITHSTANDING THE FACT THAT SUCH
DESIGN OR CERTAIN FEATURES THEREOF MAY BE PROPRIETARY TO MANAGER OR ITS
AFFILIATES AND/OR PROTECTED BY TRADEMARKS OR SERVICE MARKS HELD BY MANAGER OR AN
AFFILIATE, PROVIDED THAT SUCH USE SHALL BE CONFINED TO THE APPLICABLE SITES.
FURTHER, PROVIDED THAT THE APPLICABLE HOTELS THEN SATISFY THE APPLICABLE BRAND
STANDARDS (UNLESS THE HOTELS FAIL TO SATISFY SUCH BRAND STANDARDS DUE TO A
BREACH HEREOF BY MANAGER), OWNER SHALL BE ENTITLED (BUT NOT OBLIGATED) TO
OPERATE
84
SUCH OF THE HOTELS AS OWNER DESIGNATES UNDER THE APPLICABLE BRAND NAME FOR A
PERIOD OF ONE (1) YEAR FOLLOWING SUCH EXPIRATION OR EARLIER TERMINATION IN
CONSIDERATION FOR WHICH OWNER SHALL PAY THE THEN STANDARD FRANCHISE AND SYSTEM
FEES FOR