Common use of Destination Club Businesses and Whole Ownership Residential Businesses Operating Under Other Brands Clause in Contracts

Destination Club Businesses and Whole Ownership Residential Businesses Operating Under Other Brands. Subject to Sections 9.3 and 13.2.A(4), Licensee may engage in a Destination Club Business and a Whole Ownership Residential Business under or in connection with brands other than the Licensed Marks, provided that no Existing Projects may be operated by Licensee or its Affiliates under another brand unless: (i) such Existing Project is removed from the System by Licensee in good faith for failure of a Non-Controlled Property Owners’ Association to comply with the management agreement (whether by failure to provide adequate funds to maintain the Brand Standards or otherwise), or if Licensee makes a commercially reasonable determination (and Licensor agrees with such determination) that such project no longer adequately represents the then-current Licensed Destination Club Project or Licensed Residential Project, as applicable, brand positioning; (ii) a Non-Controlled Property Owners’ Association terminates its management agreement with Licensee or refuses to renew the management agreement on the then-current terms and conditions; or (iii) Licensor terminates Licensee’s right to operate such Existing Project in accordance with this Agreement. A Project is removed from the System for purposes of this Section 9.4 when no customer-facing sales assets or facilities that contain or display any of the Licensor Intellectual Property are used by Licensee at or for such Project (including phone numbers, websites, domain names, screen names, social networking names, email addresses, and customer information) and no Branded Elements or Licensor Intellectual Property (including any corporate name containing the word “Marriott”) are used to promote, market or sell any other product or service at or for the Project. Licensee’s failure to comply with subsections 9.4(i) through (iii) shall be a default under this Agreement and will result in Licensee failing to have met the conditions precedent to converting the Project to another brand.

Destination Club Businesses and Whole Ownership Residential Businesses Operating Under Other Brands. Subject to Sections 9.3 and 13.2.A(4), Licensee may engage in a Destination Club Business and a Whole Ownership Residential Business under or in connection with brands other than the Licensed Marks, provided that no Existing Projects may be operated by Licensee or its Affiliates except under another brand the Licensed Marks unless: (i) such Existing Project is removed from the System by Licensee in good faith for failure of a Non-Controlled Property Owners’ Association to comply with the management agreement (whether by failure to provide adequate funds to maintain the Brand Standards or otherwise), or if Licensee makes a commercially reasonable determination (and Licensor agrees with such determination) that such project no longer adequately represents the then-current Licensed Xxxx-Xxxxxxx Destination Club Project or Licensed Xxxx-Xxxxxxx Residential Project, as applicable, brand positioning; (ii) a Non-Controlled Property Owners’ Association terminates its management agreement with Licensee or its Affiliate or refuses to renew the management agreement on the then-current terms and conditions; or (iii) Licensor terminates Licensee’s right to operate such Existing Project in accordance with this Agreement. A Project is removed from the System for purposes of this Section 9.4 when no customer-facing sales assets or facilities that contain or display any of the Licensor Intellectual Property are used by Licensee at or for such Project (including phone numbers, websites, domain names, screen names, social networking names, email addresses, and customer information) and no Branded Elements or Licensor Intellectual Property (including any corporate name containing the word “MarriottXxxx-Xxxxxxx”) are used to promote, market or sell any other product or service at or for the Project. Licensee’s failure to comply with subsections 9.4(i) through (iii) shall be a default under this Agreement and will result in Licensee failing to have met the conditions precedent to converting the Project to another brand.