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
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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 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 SUCH OF THE HOTELS AS
OWNER DESIGNATES UNDER THE 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 THE BRAND AND COMPLY WITH
THE OTHER APPLICABLE TERMS AND CONDITIONS OF THE FORM OF FRANCHISE AGREEMENT
THEN BEING ENTERED INTO WITH RESPECT TO THE BRAND.
(I)
MANAGER SHALL TRANSFER TO OWNER THE TELEPHONE NUMBERS USED IN
CONNECTION WITH THE OPERATION OF THE HOTELS (BUT NOT THE BRAND GENERALLY).
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(J)
MANAGER SHALL COOPERATE WITH OWNER'S OR ITS DESIGNEES' EFFORTS TO
ENGAGE EMPLOYEES OF THE HOTELS.
(K)
IF REQUESTED BY OWNER PRIOR TO SUCH EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT IN WHOLE OR IN PART, MANAGER SHALL CONTINUE TO
MANAGE UNDER THE BRAND ANY AFFECTED HOTELS DESIGNATED BY OWNER AFTER SUCH
EXPIRATION OR EARLIER TERMINATION FOR UP TO ONE (1) YEAR,