Common use of Licensor’s Reserved Rights Clause in Contracts

Licensor’s Reserved Rights. A. Licensee agrees that, except as set forth in Section 2.2, in the Marriott License Agreement, and in the Noncompetition Agreement, Licensor and its Affiliates expressly retain the right to (i) engage in any Destination Club Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (ii) engage in any Whole Ownership Residential Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (iii) accept advance deposits or payments for stays at Licensor Lodging Facilities; or (iv) accept multi-year advanced bookings for stays at Licensor Lodging Facilities (provided that any such multi-year advance bookings relate to specific, identified Licensor Lodging Facilities and not on a systemwide basis); all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. B. For avoidance of doubt, Licensor and its Affiliates expressly retain the right to use the name and xxxx “Xxxx-Xxxxxxx” (but not the name and xxxx “Xxxx-Xxxxxxx Destination Club”, in such exact order and form) and/or the Lion & Crown Logo in any form in connection with branding a passenger ship or cruise line or lodging facilities on a passenger ship or cruise line, provided, that Licensor and its Affiliates shall not use the Branded Elements for developing, selling, marketing, managing, operating, or financing Destination Club Products or Destination Club Units on a passenger ship or cruise line. C. Licensee agrees that Licensor and its Affiliates expressly retain the right to (i) engage in the Lodging Business and any other business operations except the exclusively licensed aspects of the Destination Club Business, subject to the Noncompetition Agreement, the Marriott License Agreement, and Sections 2.2 and 2.5; (ii) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use various components of the System (including the Reservation System) that are not used exclusively in connection with the Destination Club Business; and (iii) use the name and xxxx “Xxxx-Xxxxxxx” in any form (but not the name and xxxx “Xxxx-Xxxxxxx Destination Club”, in such exact order and form, and subject to the last sentence in Section 2.3.C, not the name and xxxx “Xxxx-Xxxxxxx Club”, in such exact order and form), the Lion & Crown Logo in any form and Branded Elements in connection with developing, selling, marketing, managing, operating, and financing units in a Condominium Hotel; all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. Without limiting Section 2.2, Licensee acknowledges that Licensor and its Affiliates use the “Xxxx-Xxxxxxx Club” name and xxxx and Branded Elements in connection with services and facilities provided at Xxxx-Xxxxxxx Hotels, and Licensee shall not challenge the use of “Xxxx-Xxxxxxx Club” and Branded Elements for concierge/executive levels; golf clubs, tennis clubs, health clubs, or other sports clubs; restaurants, bars, lounges, day clubs, night clubs, or spas, all at or in connection with or in the general vicinity of existing and future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects, or other uses that exist as of the Effective Date by Licensor or its Affiliates of “Xxxx-Xxxxxxx Club” at or in connection with existing or future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects; provided, however, that Licensor and its Affiliates will not use the name “Xxxx-Xxxxxxx Club” (in such exact order and form) to brand condominiums at Condominium Hotels or Residential Projects, or in connection with the marketing or sale thereof. D. Licensor reserves all rights in the Licensor Intellectual Property not expressly and exclusively granted to Licensee in this Agreement, including without limitation any individual elements or components thereof. E. Licensee acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensor shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “villa”, “destination”, or similar terms in connection with the development, promotion, or operation of any of Licensor’s businesses or any geographic or locational aspect or designation that is part of a Licensed Project Name, for example, Licensor and its Affiliates would not be prohibited from using the term “Bachelor Gulch” or “Gulch”, even though “Bachelor Gulch” is a Licensed Project Name. F. The Xxxx-Xxxxxxx Destination Club Business licensed hereunder excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that (i) in the event that Licensor acquires the right to offer cruise services using the Licensed Marks in the RHL Territory, then at Licensee’s request, Licensor shall engage in good faith discussions with Licensee regarding the use by Licensee of the Licensed Marks for Destination Club Units on passenger cruise ships, and (ii) Licensee shall have the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated solely with Xxxx-Xxxxxxx Destination Club Products provided to Members.

Licensor’s Reserved Rights. A. Licensee agrees that, except as set forth in Section 2.2, in the Marriott License Agreement, and in the Noncompetition 2.2 of this Agreement, Licensor and its Affiliates expressly retain the right to do any of the following: (a) (i) acquire, invest in, become the operator of, or otherwise have the right to use a Subsequently Acquired Brand; provided, however, that, at the time of acquisition, any branded or unbranded Shared Ownership Business is an ancillary part of a branded Lodging Business (such Shared Ownership Business shall be deemed ancillary if at the time of acquisition the number of Shared Ownership Units that are the subject of the acquisition (whether owned, leased, managed or franchised), is equal to twenty percent (20%) or less of the number of hotel rooms that are the subject of such acquisition (whether owned, leased, managed or franchised)); and (ii) then engage in any Destination Club the Shared Ownership Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the futuresuch Subsequently Acquired Brand, including, without restriction limitation, developing a Shared Ownership Business using the Subsequently Acquired Brand, if none existed at the time of any kind, and acquisition of such Subsequently Acquired Brand. Licensor shall at all times during the Term be permitted to use and sublicense the Licensor Intellectual Property, the Branded Elements and the System in such Shared Ownership Business operated under such Subsequently Acquired Brand; provided, however, (A) during the Term, Licensor shall be prohibited from using the Licensed Hyatt Marks in such Shared Ownership Business operated under such Subsequently Acquired Brand (other than as a means of identification or as being identified as a part of the “Hyatt Family of Brands” or any successor program adopted by Licensor), and (B) during the Exclusivity Period, Licensor shall be permitted to use and sublicense the other Licensor Intellectual Property, the Branded Elements and the System in such Shared Ownership Business operated under such Subsequently Acquired Brand only for so long as (x) such Shared Ownership Business operated under such Subsequently Acquired Brand participates in the Hotel Reservation System, the Brand Loyalty Programs and other aspects of the System on terms substantially similar to, but in no event more favorable than, terms upon which Licensee participates in the same, and (y) Licensee is provided access to customers and members derived from such Subsequently Acquired Brand database or program in accordance with Section 10.2(a)(ii) of this Agreement, which access shall be substantially similar to any access provided to such Subsequently Acquired Brand with respect to customers of the Licensor Lodging Business and the Brand Loyalty Program. (b) own a Non-Controlling Interest in a Person whose primary business is the Shared Ownership Business, that does not use the Licensor Intellectual Property, the Branded Elements or the System; (c) purchase or otherwise invest in securitizations of receivables arising from sales at Shared Ownership Projects and which securitizations are issued and offered by unrelated third parties; (d) after the Exclusivity Period, engage in all aspects of the Shared Ownership Business, including with the use and sublicense of the Licensor Intellectual Property in connection therewith; Property, the Branded Elements and the System without diminishing Licensee’s express rights to use the same under this Agreement; (iie) engage in any Whole Ownership Residential Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, including, without restriction of limitation, developing, selling, marketing, owning, leasing, operating, managing, licensing or franchising Residential Units in a Condominium Hotel (so long as the interests in Residential Units in any kindsuch condominium are marketed and sold solely as whole ownership and not as Shared Ownership Products), and to use and sublicense the use of the Licensor Intellectual Property Property, the Branded Elements and the System in connection therewith; ; (iiif) engage in Licensor’s Lodging Business (including the Resort Lodging Business), including, without limitation, developing, marketing, owning, operating, managing, licensing or franchising any Licensor Lodging Facilities (including Resort Lodging Facilities) on a system-wide basis; (g) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use in connection with such Licensor Lodging Facilities, various components of the Branded Elements and the System (including, without limitation, the Brand Loyalty Programs and the Hotel Reservation System) that are not used exclusively in connection with the Licensed Shared Ownership Business; (h) manage or rent Shared Ownership Products not using any of the Licensor Intellectual Property, the Branded Elements or the System; (i) accept multi-year advanced bookings or advance deposits or payments for stays at specific Licensor Lodging FacilitiesFacilities and Residential Units; (j) own, develop, manage, lease, operate, sell, market, finance, license and franchise Resort Lodging Business Programs; provided, however, during the Exclusivity Period, Licensor and its Affiliates shall not use any Licensor Customer Information from any Brand Loyalty Program or (iv) accept multi-year advanced bookings for stays at use Licensor Lodging Facilities (provided other than Resort Lodging Facilities) to market and sell such Resort Lodging Business Programs (and, notwithstanding the foregoing, Licensor and its Affiliates shall have the full right, including during the Exclusivity Period, to continue engaging in its current Lodging Business and offering of Resort Lodging Business Programs with Playa Hotels and Resorts in a manner substantially similar to that in effect as of the Effective Date); (k) own, operate, manage, license or franchise any businesses or services that are ancillary to the Shared Ownership Business that do not use the Branded Elements or Licensed Hyatt Marks, such multi-year advance bookings relate to specificas amenities at a Shared Ownership Project, identified Licensor Lodging Facilities including country clubs, spas, golf courses, food and beverage outlets, and gift and sundry shop; and (l) otherwise engage in activities that are not on a systemwide basis); prohibited under this Agreement or the Transaction Agreements, all provided that, unless Licensee otherwise agrees in writing, no such activities above may (x) involve or utilize in any way the Licensee Intellectual PropertyProperty or Licensee Member Information (to the extent not included in Licensor Customer Information), and (y) during the Term, involve or utilize in any way the names “Hyatt Residence Club”, “Hyatt Vacation Club”, “Hyatt Residence Club International”, “Hyatt Vacation Club International”, “Hyatt Shared Ownership”, “Hyatt Vacation Ownership”, “Hyatt Fractional Ownership” or “Hyatt International Club” (in such exact order and form) (collectively and excluding any of the names subject to subsection (A) below, the “Reserved Names”); provided, however, that upon the termination or expiration of the Exclusivity Period, (A) Licensor and its Affiliates may use, on an exclusive basis, any of the above names to the extent such names were not in use by Licensee at the time the Exclusivity Period terminated or expired, (B) Licensor and its Affiliates may not use any other names using the Licensor Intellectual Property which were approved by Licensor (in a writing that references this Section 2.4(l)) for Licensee’s exclusive use and were in use by Licensee at the time the Exclusivity Period terminated or expired (in such exact order and form approved by Licensor and used by Licensee at such time (collectively, the “Additional Names”), and (C) Licensee, the Permitted Affiliates and Permitted Sublicensees shall have the continued right to use, on an exclusive basis, all of the Reserved Names and the Additional Names. B. (m) For the avoidance of doubt, Licensor and its Affiliates expressly retain the right to use the name and xxxx “Xxxx-XxxxxxxHyatt” and any variations thereof (but not the name and xxxx “Xxxx-Xxxxxxx Destination Club”, Reserved Names or the Additional Names (in such exact order and form)) and/or the Lion & Crown Logo in any form in connection with any business other than the Shared Ownership Business, including, without limitation, branding a passenger ship or cruise line or lodging facilities on a passenger ship or cruise line, provided, that Licensor and its Affiliates shall not use the Licensor Intellectual Property, the Branded Elements or the System for developing, selling, marketing, managing, operating, or financing Destination Club Shared Ownership Products or Destination Club Shared Ownership Units on a passenger ship or cruise line. C. Licensee agrees that Licensor and its Affiliates expressly retain the right to (i) engage in the Lodging Business and any other business operations except the exclusively licensed aspects of the Destination Club Business, subject to the Noncompetition Agreement, the Marriott License Agreement, and Sections 2.2 and 2.5; (ii) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use various components of the System (including the Reservation System) that are not used exclusively in . In connection with the Destination Club Business; and (iii) use the name and xxxx “Xxxx-Xxxxxxx” in any form (but not the name and xxxx “Xxxx-Xxxxxxx Destination Club”foregoing uses, in such exact order and form, and subject to the last sentence in Section 2.3.C, not the name and xxxx “Xxxx-Xxxxxxx Club”, in such exact order and form), the Lion & Crown Logo in any form and Branded Elements in connection with developing, selling, marketing, managing, operating, and financing units in a Condominium Hotel; all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. Without limiting Section 2.2, Licensee acknowledges that Licensor and its Affiliates Licensee agree to use the “Xxxx-Xxxxxxx Club” name good faith efforts to establish reasonable parameters and xxxx and Branded Elements in connection with services and facilities provided at Xxxx-Xxxxxxx Hotels, and Licensee shall not challenge the use of “Xxxx-Xxxxxxx Club” and Branded Elements to take reasonable steps to provide for concierge/executive levels; golf clubs, tennis clubs, health clubs, or other sports clubs; restaurants, bars, lounges, day clubs, night clubs, or spas, all at or in connection with or in the general vicinity of existing and future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects, or other uses that exist as of the Effective Date by Licensor or its Affiliates of “Xxxx-Xxxxxxx Club” at or in connection with existing or future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects; provided, however, that Licensor and its Affiliates will not use the name “Xxxx-Xxxxxxx Club” (in such exact order and form) appropriate brand separation sufficient to brand condominiums at Condominium Hotels or Residential Projects, or in connection with the marketing or sale thereofavoid customer confusion. D. (n) Licensor reserves all rights in the Licensor Intellectual Property Property, the Branded Elements and the System not expressly and exclusively granted to Licensee in this Agreement, including without limitation any individual elements or components thereof. E. (o) Licensee acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensor shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “residence”, “villa”, “destination”, or similar generic terms in connection with the development, promotion, or operation of any of Licensor’s businesses or any geographic or locational aspect or designation businesses. In addition, Licensee acknowledges and agrees that is part during the Term and pursuant to the terms of a Licensed Project Name, for example, Licensor and its Affiliates would not be prohibited from using the term “Bachelor Gulch” or “Gulch”, even though “Bachelor Gulch” is a Licensed Project Name. F. The Xxxx-Xxxxxxx Destination Club Business licensed hereunder excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that (i) in the event that Licensor acquires the right to offer cruise services using the Licensed Marks in the RHL Territory, then at Licensee’s requestthis Agreement, Licensor shall engage not be restricted in good faith discussions with Licensee regarding the use by Licensee any manner from using any of the Licensed Marks for Destination Club Units on passenger cruise shipsfollowing word combinations: “Hyatt Club”, and “Hyatt Residence(s)”, “Hyatt Vacation(s)”, “Residence Club” (iiwithout being prefaced with “Hyatt”), or “Vacation Club” (without being prefaced with “Hyatt”) Licensee shall have or similar terms in connection with the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated solely with Xxxx-Xxxxxxx Destination Club Products provided to Members.development, promotion, or operation of any

Licensor’s Reserved Rights. A. Licensee agrees that, except as set forth in Section 2.2, in the Marriott Xxxx-Xxxxxxx License Agreement, and in the Noncompetition Agreement, Licensor and its Affiliates expressly retain the right to (i) engage in any Destination Club Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (ii) engage in any Whole Ownership Residential Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (iii) accept advance deposits or payments for stays at Licensor Lodging Facilities; or (iv) accept multi-year advanced bookings for stays at Licensor Lodging Facilities (provided that any such multi-year advance bookings relate to specific, identified Licensor Lodging Facilities and not on a systemwide basis); all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. B. For avoidance of doubt, Licensor and its Affiliates expressly retain the right to use the name and xxxx “Xxxx-XxxxxxxMarriott” (but not the name names and xxxx marks “Xxxx-Xxxxxxx Destination Marriott Vacation Club” or “Grand Residences by Marriott”, in such exact order and form) and/or the Lion & Crown Logo in any form in connection with branding a passenger ship or cruise line or lodging facilities on a passenger ship or cruise line, provided, that Licensor and its Affiliates shall not use the Branded Elements for developing, selling, marketing, managing, operating, or financing Destination Club Products or Destination Club Units on a passenger ship or cruise line. C. Licensee agrees that Licensor and its Affiliates expressly retain the right to (i) engage in the Lodging Business and any other business operations except the exclusively licensed aspects of the Destination Club Business, subject to the Noncompetition Agreement, the Marriott Xxxx-Xxxxxxx License Agreement, and Sections 2.2 and 2.5; (ii) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use various components of the System (including the Reservation System) that are not used exclusively in connection with the Destination Club Business; and (iii) use the name and xxxx “Xxxx-XxxxxxxMarriott” in any form (but not the name names and xxxx marks “Xxxx-Xxxxxxx Destination Marriott Vacation Club” or “Grand Residences by Marriott”, in such exact order and form, and subject to the last sentence in Section 2.3.C, not the name and xxxx “Xxxx-Xxxxxxx Club”, in such exact order and form), the Lion & Crown Logo in any form ) and Branded Elements in connection with developing, selling, marketing, managing, operating, and financing units in a Condominium Hotel; all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. Without limiting Section 2.2, Licensee acknowledges that Licensor and its Affiliates use the “Xxxx-Xxxxxxx Club” name and xxxx and Branded Elements in connection with services and facilities provided at Xxxx-Xxxxxxx Hotels, and Licensee shall not challenge the use of “Xxxx-Xxxxxxx Club” and Branded Elements for concierge/executive levels; golf clubs, tennis clubs, health clubs, or other sports clubs; restaurants, bars, lounges, day clubs, night clubs, or spas, all at or in connection with or in the general vicinity of existing and future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects, or other uses that exist as of the Effective Date by Licensor or its Affiliates of “Xxxx-Xxxxxxx Club” at or in connection with existing or future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects; provided, however, that Licensor and its Affiliates will not use the name “Xxxx-Xxxxxxx Club” (in such exact order and form) to brand condominiums at Condominium Hotels or Residential Projects, or in connection with the marketing or sale thereof. D. Licensor reserves all rights in the Licensor Intellectual Property not expressly and exclusively granted to Licensee in this Agreement, including without limitation any individual elements or components thereof. E. Licensee acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensor shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “villa”, “destination”, or similar terms in connection with the development, promotion, or operation of any of Licensor’s businesses or any geographic or locational aspect or designation that is part of a Licensed Project Name, for example, Licensor and its Affiliates would not be prohibited from using the term “Bachelor Gulch” or “Gulch”, even though “Bachelor Gulch” is a Licensed Project Namebusinesses. F. The Xxxx-Xxxxxxx Destination Club Business licensed hereunder excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that (i) in the event that Licensor acquires the right to offer cruise services using the Licensed Marks in the RHL Territory, then at Licensee’s request, Licensor shall engage in good faith discussions with Licensee regarding the use by Licensee of the Licensed Marks for Destination Club Units on passenger cruise ships, and (ii) Licensee shall have the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated solely with Xxxx-Xxxxxxx Destination Club Products provided to Members.

Licensor’s Reserved Rights. A. Licensee agrees that, except as set forth in Section 2.2, in the Marriott Xxxx-Xxxxxxx License Agreement, and in the Noncompetition Agreement, Licensor and its Affiliates expressly retain the right to (i) engage in any Destination Club Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (ii) engage in any Whole Ownership Residential Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (iii) accept advance deposits or payments for stays at Licensor Lodging Facilities; or (iv) accept multi-year advanced bookings for stays at Licensor Lodging Facilities (provided that any such multi-year advance bookings relate to specific, identified Licensor Lodging Facilities and not on a systemwide basis); all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. B. For avoidance of doubt, Licensor and its Affiliates expressly retain the right to use the name and xxxx “Xxxx-XxxxxxxMarriott” (but not the name names and xxxx marks “Xxxx-Xxxxxxx Destination Marriott Vacation Club” or “Grand Residences by Marriott”, in such exact order and form) and/or the Lion & Crown Logo in any form in connection with branding a passenger ship or cruise line or lodging facilities on a passenger ship or cruise line, provided, that Licensor and its Affiliates shall not use the Branded Elements for developing, selling, marketing, managing, operating, or financing Destination Club Products or Destination Club Units on a passenger ship or cruise line. C. Licensee agrees that Licensor and its Affiliates expressly retain the right to (i) engage in the Lodging Business and any other business operations except the exclusively licensed aspects of the Destination Club Business, subject to the Noncompetition Agreement, the Marriott Xxxx-Xxxxxxx License Agreement, and Sections 2.2 and 2.5; (ii) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use various components of the System (including the Reservation System) that are not used exclusively in connection with the Destination Club Business; and (iii) use the name and xxxx “Xxxx-XxxxxxxMarriott” in any form (but not the name names and xxxx marks “Xxxx-Xxxxxxx Destination Marriott Vacation Club” or “Grand Residences by Marriott”, in such exact order and form, and subject to the last sentence in Section 2.3.C, not the name and xxxx “Xxxx-Xxxxxxx Club”, in such exact order and form), the Lion & Crown Logo in any form ) and Branded Elements in connection with developing, selling, marketing, managing, operating, and financing units in a Condominium Hotel; all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. Without limiting Section 2.2, Licensee acknowledges that Licensor and its Affiliates use the “Xxxx-Xxxxxxx Club” name and xxxx and Branded Elements in connection with services and facilities provided at Xxxx-Xxxxxxx Hotels, and Licensee shall not challenge the use of “Xxxx-Xxxxxxx Club” and Branded Elements for concierge/executive levels; golf clubs, tennis clubs, health clubs, or other sports clubs; restaurants, bars, lounges, day clubs, night clubs, or spas, all at or in connection with or in the general vicinity of existing and future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects, or other uses that exist as of the Effective Date by Licensor or its Affiliates of “Xxxx-Xxxxxxx Club” at or in connection with existing or future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects; provided, however, that Licensor and its Affiliates will not use the name “Xxxx-Xxxxxxx Club” (in such exact order and form) to brand condominiums at Condominium Hotels or Residential Projects, or in connection with the marketing or sale thereof. D. Licensor reserves all rights in the Licensor Intellectual Property not expressly and exclusively granted to Licensee in this Agreement, including without limitation any individual elements or components thereof. E. Licensee acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensor shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “villa”, “destination”, or similar terms in connection with the development, promotion, or operation of any of Licensor’s businesses or any geographic or locational aspect or designation that is part of a Licensed Project Name, for example, Licensor and its Affiliates would not be prohibited from using the term “Bachelor GulchSt. Kitts” or the term “GulchBeach”, even though “Bachelor GulchSt. Kitts Beach Club” is a Licensed Project Name. F. The Xxxx-Xxxxxxx Destination Club Business licensed hereunder excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that (i) in the event that Licensor acquires the right to offer cruise services using the Licensed Marks in the RHL Territory, then at Licensee’s request, Licensor shall engage in good faith discussions with Licensee regarding the use by Licensee of the Licensed Marks for Destination Club Units on passenger cruise ships, and (ii) Licensee shall have the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated solely with Xxxx-Xxxxxxx Destination Club Products provided to Members.

Licensor’s Reserved Rights. A. Licensee agrees that, except as set forth in Section 2.2, in the Marriott License Agreement, and in the Noncompetition Agreement, Licensor and its Affiliates expressly retain the right to (i) engage in any Destination Club Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (ii) engage in any Whole Ownership Residential Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, without restriction of any kind, and to use and sublicense the use of the Licensor Intellectual Property in connection therewith; (iii) accept advance deposits or payments for stays at Licensor Lodging Facilities; or (iv) accept multi-year advanced bookings for stays at Licensor Lodging Facilities (provided that any such multi-year advance bookings relate to specific, identified Licensor Lodging Facilities and not on a systemwide basis); all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. B. For avoidance of doubt, Licensor and its Affiliates expressly retain the right to use the name and xxxx “Xxxx-Xxxxxxx” (but not the name and xxxx “Xxxx-Xxxxxxx Destination Club”, in such exact order and form) and/or the Lion & Crown Logo in any form in connection with branding a passenger ship or cruise line or lodging facilities on a passenger ship or cruise line, provided, that Licensor and its Affiliates shall not use the Branded Elements for developing, selling, marketing, managing, operating, or financing Destination Club Products or Destination Club Units on a passenger ship or cruise line. C. Licensee agrees that Licensor and its Affiliates expressly retain the right to (i) engage in the Lodging Business and any other business operations except the exclusively licensed aspects of the Destination Club Business, subject to the Noncompetition Agreement, the Marriott License Agreement, and Sections 2.2 and 2.5; (ii) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use various components of the System (including the Reservation System) that are not used exclusively in connection with the Destination Club Business; and (iii) use the name and xxxx “Xxxx-Xxxxxxx” in any form (but not the name and xxxx “Xxxx-Xxxxxxx Destination Club”, in such exact order and form, and subject to the last sentence in Section 2.3.C, not the name and xxxx “Xxxx-Xxxxxxx Club”, in such exact order and form), the Lion & Crown Logo in any form and Branded Elements in connection with developing, selling, marketing, managing, operating, and financing units in a Condominium Hotel; all provided that, unless Licensee otherwise agrees in writing, no such activities above may involve or utilize in any way the Licensee Intellectual Property. Without limiting Section 2.2, Licensee acknowledges that Licensor and its Affiliates use the “Xxxx-Xxxxxxx Club” name and xxxx and Branded Elements in connection with services and facilities provided at Xxxx-Xxxxxxx Hotels, and Licensee shall not challenge the use of “Xxxx-Xxxxxxx Club” and Branded Elements for concierge/executive levels; , golf clubs, tennis clubs, health clubs, or other sports clubs; restaurants, bars, lounges, day clubs, night clubs, or spasand as set forth in the Services Manual, all at or in connection with or in the general vicinity of existing and future Xxxx-Xxxxxxx Hotels or Xxxx-Xxxxxxx Residential Projects, Projects or other uses that exist as of the Effective Date by Licensor or its Affiliates of “Xxxx-Xxxxxxx Club” at or in connection with existing or future Xxxx-Xxxxxxx Hotels or and Xxxx-Xxxxxxx Residential Projects; provided, however, that Licensor and its Affiliates will not use the name “Xxxx-Xxxxxxx Club” (in such exact order and form) to brand condominiums at Condominium Hotels or Residential Projects, or in connection with the marketing or sale thereof. D. Licensor reserves all rights in the Licensor Intellectual Property not expressly and exclusively granted to Licensee in this Agreement, including without limitation any individual elements or components thereof. E. Licensee acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensor shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “villa”, “destination”, or similar terms in connection with the development, promotion, or operation of any of Licensor’s businesses or any geographic or locational aspect or designation that is part of a Licensed Project Name, for example, Licensor and its Affiliates would not be prohibited from using the term “Bachelor Gulch” or “Gulch”, even though “Bachelor Gulch” is a Licensed Project Namebusinesses. F. The Xxxx-Xxxxxxx Destination Club Business licensed hereunder excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that (i) in the event that Licensor acquires the right to offer cruise services using the Licensed Marks in the RHL Territory, then at Licensee’s request, Licensor shall engage in good faith discussions with Licensee regarding the use by Licensee of the Licensed Marks for Destination Club Units on passenger cruise ships, and (ii) Licensee shall have the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated solely with Xxxx-Xxxxxxx Destination Club Products provided to Members.