Common use of Modification of Brand Standards Clause in Contracts

Modification of Brand Standards. A. Licensor and Licensee recognize that they are each leaders in the Lodging Business and the Destination Club and Whole Ownership Residential Businesses, respectively, and that the Brand Standards should reflect the parties’ expertise in their respective businesses. (i) Licensor expressly reserves the right to modify the Brand Standards to make appropriate changes consistent with changes to Licensor’s brand standards for Xxxx-Xxxxxxx Hotels, but only to the extent applicable to the MVW Xxxx-Xxxxxxx Business and with appropriate modifications to reflect appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Destination Club Business and the Xxxx-Xxxxxxx Whole Ownership Residential Business. Licensor shall provide notice to Licensee of any such modifications proposed by Licensor. (ii) Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensee’s prior written consent, which shall not be unreasonably withheld; provided, however, that Licensee shall have no right to consent to modifications: (1) in fire and life safety components of the Brand Standards (although Licensee may request that Licensor’s life safety committee consider such exceptions as Licensee may propose); (2) to Brand Standards related to food safety, and global safety and security; (3) in the Electronic Systems Standards, subject, however, to Section 10.1.B (provided that such modifications do not conflict with Data Protection Laws that apply to the MVW Xxxx-Xxxxxxx Business, and if such conflicts would result from the modification, the parties will seek to resolve such conflict, and Licensee will comply with a standard that does not conflict with Licensee’s obligations under Data Protections Laws that most closely addresses the requirements of the modified Brand Standard); (4) to the cross-selling standards and protocols applicable to all Licensor Lodging Facilities as such standards and protocols apply to inventory in the Reservation System; (5) the Brand Standards related to any of the Licensed Marks described in (vii) of the definition of Licensed Marks and/or the appearance, including the color, font, stylization, script, or format, of the Lion and Crown Logo or the words “Xxxx-Xxxxxxx” used as part of the Licensed Marks, subject in each case to the requirements of Section 13.2.B(3); or (6) that are required by Applicable Law. Licensor agrees that if Licensor changes the cross-sell standards or protocol, Licensor will do so only if there is a bona fide commercial basis for such change that is consistent with Licensor’s reasonable business judgment as set forth in Section 21.1 and is not motivated by a desire to reallocate or shift business away from Licensee, even though such effect might result from such change. For the avoidance of doubt, if Licensor or its Affiliates acquires or develops a Licensor Lodging Facility brand or changes the segment or brand positioning of an existing Licensor Lodging Facility brand, Licensor may place such new, or existing but repositioned, Licensor Lodging Facility brand in a higher priority in the cross-sell protocol than it is as of the Effective Date relative to the positioning of the Projects. (iii) With respect to modifications for which Licensee’s prior written consent is not required pursuant to Section 7.2.B(ii), such modifications shall take effect within a reasonable period of time after Licensee’s receipt of Licensor’s notice pursuant to section 7.2.B.(i), taking into account applicable factors and circumstances, such as the importance of the modifications to safety and security, whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. (iv) With respect to modifications that are subject to Licensee’s prior written consent pursuant to Section 7.2.B(ii), Licensee shall notify Licensor within thirty (30) days of receipt of Licensor’s notice pursuant to Section 7.2.B(i) of Licensee’s consent or objection to any such modifications. With respect to modifications for which Licensee has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensee has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), then Licensee may object to the proposed modification on that basis. If Licensee does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), such proposed modifications shall be deemed consented to by Licensee and will take effect as set forth in the immediately preceding sentence. C. Licensee may from time to time propose modifications to the Brand Standards with respect to any aspect of the MVW Xxxx-Xxxxxxx Business. Licensee shall provide notice to Licensor of any such modifications proposed by Licensee. Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensor’s prior written consent, which (i) in the case of modifications to the Brand Standards described in Section 7.2.B(ii)(1) through (6), may be granted or withheld in Licensor’s sole discretion and (ii) in the case of modifications to all other Brand Standards, including those that are part of the Operational Brand Standards, the Design Guide, the Brand Style and Communication Standards (except if the proposed change conflicts with the Brand Standards related to the Licensed Marks that Licensor may modify without Licensee’s consent in accordance with Section 7.2.B(ii)(5)), and the Quality Assurance Program (including the Customer Satisfaction System and the Quality Assurance Audit System), shall not be unreasonably withheld. Licensor shall notify Licensee within thirty (30) days of receipt of Licensee’s notice pursuant to this Section 7.2.C of Licensor’s consent or objection to any such modifications. With respect to modifications for which Licensor has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensor has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations and the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, then Licensor may object to the proposed modification on that basis. If Licensor does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, such proposed modifications shall be deemed consented to by Licensor and will take effect as set forth in the immediately preceding sentence. D. Except as provided in Section 7.2.E, in the event of a dispute regarding proposed modifications to any aspect of the Brand Standards with respect to which either party has consent rights under Section 7.2.B or 7.2.C (other than consents that may be granted or withheld in Licensor’s sole discretion), either party may refer the matter to an Expert for resolution pursuant to Section 22.5. (i) For modifications regarding physical aspects of the Brand Standards proposed by Licensor, the Expert will determine whether Licensor’s proposed modifications are consistent with changes to the Luxury Brand Segment and otherwise applicable to, and appropriate for, the MVW Xxxx-Xxxxxxx Business. (ii) For modifications proposed by Licensee, the Expert will determine whether Licensor’s objection to Licensee’s proposed modifications is reasonable, taking into account Licensor’s brand standards for Xxxx-Xxxxxxx Hotels , the applicability of such standards to Xxxx-Xxxxxxx Destination Club Projects and Xxxx-Xxxxxxx Residential Projects, the appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Destination Club Business and the Xxxx-Xxxxxxx Whole Ownership Residential Business, and whether the failure to implement such modifications will or may adversely affect Xxxx-Xxxxxxx Hotels. If the Expert determines that any such proposed modifications are appropriate, such modifications shall take effect within a reasonable period of time after the Expert’s determination, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. If the Expert determines that such proposed modifications are not appropriate, then the Brand Standards will not be modified to reflect such modifications with respect to the MVW Xxxx-Xxxxxxx Business. E. In the event that Licensee does not consent to modifications to any service aspect of the Brand Standards proposed by Licensor with respect to which Licensee has consent rights under Section 7.2.B, and customer satisfaction levels at the Projects decrease greater than five (5) percentage points during the twelve (12) month period immediately following the date on which such change was to have been implemented, the parties shall investigate the reason(s) for the decrease. If the failure to implement one or more proposed modifications to any service aspect of the Brand Standards is determined to be a material reason for any such decrease, then Licensee shall promptly implement such modifications, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. F. For the avoidance of doubt, nothing herein shall limit in any manner Licensor’s or its Affiliates’ ability to modify or change any standards applicable to Licensor’s Lodging Business or Whole Ownership Residential Business, or any other business or activity in which Licensor or its Affiliates may engage from time to time, other than the Xxxx-Xxxxxxx Destination Club Business or the Xxxx-Xxxxxxx Whole Ownership Residential Business.

Modification of Brand Standards. A. Licensor and Licensee recognize that they are each leaders in the Lodging Business and the Destination Club and Whole Ownership Residential Businesses, respectively, and that the Brand Standards should reflect the parties’ expertise in their respective businesses. (i) Licensor expressly reserves the right to modify the Brand Standards to make appropriate changes consistent with changes to Licensor’s brand standards for Xxxxthe Upscale Brand Segment and Upper-Xxxxxxx HotelsUpscale Brand Segment of Licensor Lodging Facilities, but only to the extent applicable to the MVW Xxxx-Xxxxxxx Licensed Business and with appropriate modifications to reflect appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Licensed Destination Club Business and the Xxxx-Xxxxxxx License Whole Ownership Residential Business. Licensor shall provide notice to Licensee of any such modifications proposed by Licensor. (ii) Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensee’s prior written consent, which shall not be unreasonably withheld; provided, however, that Licensee shall have no right to consent to modifications: (1) in fire and life safety components of the Brand Standards (although Licensee may request that Licensor’s life safety committee consider such exceptions as Licensee may propose); (2) to Brand Standards related to food safety, and global safety and security; (3) in the Electronic Systems Standards, subject, however, to to Section 10.1.B 10.1. B (provided that such modifications do not conflict with Data Protection Laws that apply to the MVW Xxxx-Xxxxxxx Licensed Business, and if such conflicts would result from the modification, the parties will seek to resolve such conflict, and Licensee will comply with a standard that does not conflict with Licensee’s obligations under Data Protections Laws that most closely addresses the requirements of the modified Brand Standard); (4) to the cross-selling standards and protocols applicable to all Licensor Lodging Facilities as such standards and protocols apply to inventory in the Reservation System; (5) the Brand Standards related to any of the Licensed Marks described in (viivi) of the definition of Licensed Marks and/or the appearance, including the color, font, stylization, script, or format, of the Lion and Crown Logo or the words word “Xxxx-XxxxxxxMarriott” used as part of the Licensed Marks, subject in each case to the requirements of Section 13.2.B(3); or (6) that are required by Applicable Law. Licensor agrees that if Licensor changes the cross-sell standards or protocol, Licensor will do so only if there is a bona fide commercial basis for such change that is consistent with Licensor’s reasonable business judgment as set forth in Section 21.1 and is not motivated by a desire to reallocate or shift business away from Licensee, even though such effect might result from such change. For the avoidance of doubt, if Licensor or its Affiliates acquires or develops a Licensor Lodging Facility brand or changes the segment or brand positioning of an existing Licensor Lodging Facility brand, Licensor may place such new, or existing but repositioned, Licensor Lodging Facility brand in a higher priority in the cross-sell protocol than it is as of the Effective Date relative to the positioning of the Projects. (iii) With respect to modifications for which Licensee’s prior written consent is not required pursuant to Section 7.2.B(ii), such modifications shall take effect within a reasonable period of time after Licensee’s receipt of Licensor’s notice pursuant to section 7.2.B.(i), taking into account applicable factors and circumstances, such as the importance of the modifications to safety and security, whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. (iv) With respect to modifications that are subject to Licensee’s prior written consent pursuant to Section 7.2.B(ii), Licensee shall notify Licensor within thirty (30) days of receipt of Licensor’s notice pursuant to Section 7.2.B(i) of Licensee’s consent or objection to any such modifications. With respect to modifications for which Licensee has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensee has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), then Licensee may object to the proposed modification on that basis. If Licensee does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), such proposed modifications shall be deemed consented to by Licensee and will take effect as set forth in the immediately preceding sentence. C. Licensee may from time to time propose modifications to the Brand Standards with respect to any aspect of the MVW Xxxx-Xxxxxxx Licensed Business. Licensee shall provide notice to Licensor of any such modifications proposed by Licensee. Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensor’s prior written consent, which (i) in the case of modifications to the Brand Standards described in Section 7.2.B(ii)(1) through (6), may be granted or withheld in Licensor’s sole discretion and (ii) in the case of modifications to all other Brand Standards, including those that are part of the Operational Brand Standards, the Design Guide, the Brand Style and Communication Standards (except if the proposed change conflicts with the Brand Standards related to the Licensed Marks that Licensor may modify without Licensee’s consent in accordance with Section 7.2.B(ii)(5)), and the Quality Assurance Program (including the Customer Satisfaction System and the Quality Assurance Audit System), shall not be unreasonably withheld. Licensor shall notify Licensee within thirty (30) days of receipt of Licensee’s notice pursuant to this Section 7.2.C of Licensor’s consent or objection to any such modifications. With respect to modifications for which Licensor has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensor has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations and the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, then Licensor may object to the proposed modification on that basis. If Licensor does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, such proposed modifications shall be deemed consented to by Licensor and will take effect as set forth in the immediately preceding sentence. D. Except as provided in Section 7.2.E, in the event of a dispute regarding proposed modifications to any aspect of the Brand Standards with respect to which either party has consent rights under Section 7.2.B or 7.2.C (other than consents that may be granted or withheld in Licensor’s sole discretion), either party may refer the matter to an Expert for resolution pursuant to Section 22.5. (i) For modifications regarding physical aspects of the Brand Standards proposed by Licensor, the Expert will determine whether Licensor’s proposed modifications are consistent with changes to the Luxury Brand Segment applicable lodging brand segment(s) and otherwise applicable to, and appropriate for, the MVW Xxxx-Xxxxxxx Licensed Business. (ii) For modifications proposed by Licensee, the Expert will determine whether Licensor’s objection to Licensee’s proposed modifications is reasonable, taking into account Licensor’s brand standards for Xxxxthe Upscale Brand Segment and Upper-Xxxxxxx Hotels Upscale Brand Segment of Licensor Lodging Facilities, the applicability of such standards to Xxxx-Xxxxxxx Licensed Destination Club Projects and Xxxx-Xxxxxxx Licensed Residential Projects, the appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Licensed Destination Club Business and the Xxxx-Xxxxxxx Licensed Whole Ownership Residential Business, and whether the failure to implement such modifications will or may adversely affect Xxxxthe Upscale Brand Segment and Upper-Xxxxxxx HotelsUpscale Brand Segment of Licensor Lodging Facilities that bear the Marriott name. If the Expert determines that any such proposed modifications are appropriate, such modifications shall take effect within a reasonable period of time after the Expert’s determination, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. If the Expert determines that such proposed modifications are not appropriate, then the Brand Standards will not be modified to reflect such modifications with respect to the MVW Xxxx-Xxxxxxx Licensed Business. E. In the event that Licensee does not consent to modifications to any service aspect of the Brand Standards proposed by Licensor with respect to which Licensee has consent rights under Section 7.2.B, and customer satisfaction levels at the Projects decrease greater than five (5) percentage points during the twelve (12) month period immediately following the date on which such change was to have been implemented, the parties shall investigate the reason(s) for the decrease. If the failure to implement one or more proposed modifications to any service aspect of the Brand Standards is determined to be a material reason for any such decrease, then Licensee shall promptly implement such modifications, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. F. For the avoidance of doubt, nothing herein shall limit in any manner Licensor’s or its Affiliates’ ability to modify or change any standards applicable to Licensor’s Lodging Business or Whole Ownership Residential Business, or any other business or activity in which Licensor or its Affiliates may engage from time to time, other than the Xxxx-Xxxxxxx Licensed Destination Club Business or the Xxxx-Xxxxxxx Licensed Whole Ownership Residential Business.

Modification of Brand Standards. A. Licensor and Licensee recognize that they are each leaders in the Lodging Business and the Destination Club and Whole Ownership Residential Businesses, respectively, and that the Brand Standards should reflect the parties’ expertise in their respective businesses. (i) Licensor expressly reserves the right to modify the Brand Standards to make appropriate changes consistent with changes to Licensor’s brand standards for Xxxxthe Upscale Brand Segment and Upper-Xxxxxxx HotelsUpscale Brand Segment of Licensor Lodging Facilities, but only to the extent applicable to the MVW Xxxx-Xxxxxxx Licensed Business and with appropriate modifications to reflect appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Licensed Destination Club Business and the Xxxx-Xxxxxxx License Whole Ownership Residential Business. Licensor shall provide notice to Licensee of any such modifications proposed by Licensor. (ii) Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensee’s prior written consent, which shall not be unreasonably withheld; provided, however, that Licensee shall have no right to consent to modifications: (1) in fire and life safety components of the Brand Standards (although Licensee may request that Licensor’s life safety committee consider such exceptions as Licensee may propose); (2) to Brand Standards related to food safety, and global safety and security; (3) in the Electronic Systems Standards, subject, however, to Section 10.1.B (provided that such modifications do not conflict with Data Protection Laws that apply to the MVW Xxxx-Xxxxxxx Licensed Business, and if such conflicts would result from the modification, the parties will seek to resolve such conflict, and Licensee will comply with a standard that does not conflict with Licensee’s obligations under Data Protections Laws that most closely addresses the requirements of the modified Brand Standard); (4) to the cross-selling standards and protocols applicable to all Licensor Lodging Facilities as such standards and protocols apply to inventory in the Reservation System; (5) the Brand Standards related to any of the Licensed Marks described in (viivi) of the definition of Licensed Marks and/or the appearance, including the color, font, stylization, script, or format, of the Lion and Crown Logo or the words word “Xxxx-XxxxxxxMarriott” used as part of the Licensed Marks, subject in each case to the requirements of Section 13.2.B(3); or (6) that are required by Applicable Law. Licensor agrees that if Licensor changes the cross-sell standards or protocol, Licensor will do so only if there is a bona fide commercial basis for such change that is consistent with Licensor’s reasonable business judgment as set forth in Section 21.1 and is not motivated by a desire to reallocate or shift business away from Licensee, even though such effect might result from such change. For the avoidance of doubt, if Licensor or its Affiliates acquires or develops a Licensor Lodging Facility brand or changes the segment or brand positioning of an existing Licensor Lodging Facility brand, Licensor may place such new, or existing but repositioned, Licensor Lodging Facility brand in a higher priority in the cross-sell protocol than it is as of the Effective Date relative to the positioning of the Projects. (iii) With respect to modifications for which Licensee’s prior written consent is not required pursuant to Section 7.2.B(ii), such modifications shall take effect within a reasonable period of time after Licensee’s receipt of Licensor’s notice pursuant to section 7.2.B.(i), taking into account applicable factors and circumstances, such as the importance of the modifications to safety and security, whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. (iv) With respect to modifications that are subject to Licensee’s prior written consent pursuant to Section 7.2.B(ii), Licensee shall notify Licensor within thirty (30) days of receipt of Licensor’s notice pursuant to Section 7.2.B(i) of Licensee’s consent or objection to any such modifications. With respect to modifications for which Licensee has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensee has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), then Licensee may object to the proposed modification on that basis. If Licensee does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), such proposed modifications shall be deemed consented to by Licensee and will take effect as set forth in the immediately preceding sentence. C. Licensee may from time to time propose modifications to the Brand Standards with respect to any aspect of the MVW Xxxx-Xxxxxxx Licensed Business. Licensee shall provide notice to Licensor of any such modifications proposed by Licensee. Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensor’s prior written consent, which (i) in the case of modifications to the Brand Standards described in Section 7.2.B(ii)(1) through (6), may be granted or withheld in Licensor’s sole discretion and (ii) in the case of modifications to all other Brand Standards, including those that are part of the Operational Brand Standards, the Design Guide, the Brand Style and Communication Standards (except if the proposed change conflicts with the Brand Standards related to the Licensed Marks that Licensor may modify without Licensee’s consent in accordance with Section 7.2.B(ii)(5)), and the Quality Assurance Program (including the Customer Satisfaction System and the Quality Assurance Audit System), shall not be unreasonably withheld. Licensor shall notify Licensee within thirty (30) days of receipt of Licensee’s notice pursuant to this Section 7.2.C of Licensor’s consent or objection to any such modifications. With respect to modifications for which Licensor has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensor has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations and the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, then Licensor may object to the proposed modification on that basis. If Licensor does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, such proposed modifications shall be deemed consented to by Licensor and will take effect as set forth in the immediately preceding sentence. D. Except as provided in Section 7.2.E, in the event of a dispute regarding proposed modifications to any aspect of the Brand Standards with respect to which either party has consent rights under Section 7.2.B or 7.2.C (other than consents that may be granted or withheld in Licensor’s sole discretion), either party may refer the matter to an Expert for resolution pursuant to Section 22.5. (i) For modifications regarding physical aspects of the Brand Standards proposed by Licensor, the Expert will determine whether Licensor’s proposed modifications are consistent with changes to the Luxury Brand Segment applicable lodging brand segment(s) and otherwise applicable to, and appropriate for, the MVW Xxxx-Xxxxxxx Licensed Business. (ii) For modifications proposed by Licensee, the Expert will determine whether Licensor’s objection to Licensee’s proposed modifications is reasonable, taking into account Licensor’s brand standards for Xxxxthe Upscale Brand Segment and Upper-Xxxxxxx Hotels Upscale Brand Segment of Licensor Lodging Facilities, the applicability of such standards to Xxxx-Xxxxxxx Licensed Destination Club Projects and Xxxx-Xxxxxxx Licensed Residential Projects, the appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Licensed Destination Club Business and the Xxxx-Xxxxxxx Licensed Whole Ownership Residential Business, and whether the failure to implement such modifications will or may adversely affect Xxxxthe Upscale Brand Segment and Upper-Xxxxxxx HotelsUpscale Brand Segment of Licensor Lodging Facilities that bear the Marriott name. If the Expert determines that any such proposed modifications are appropriate, such modifications shall take effect within a reasonable period of time after the Expert’s determination, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. If the Expert determines that such proposed modifications are not appropriate, then the Brand Standards will not be modified to reflect such modifications with respect to the MVW Xxxx-Xxxxxxx Licensed Business. E. In the event that Licensee does not consent to modifications to any service aspect of the Brand Standards proposed by Licensor with respect to which Licensee has consent rights under Section 7.2.B, and customer satisfaction levels at the Projects decrease greater than five (5) percentage points during the twelve (12) month period immediately following the date on which such change was to have been implemented, the parties shall investigate the reason(s) for the decrease. If the failure to implement one or more proposed modifications to any service aspect of the Brand Standards is determined to be a material reason for any such decrease, then Licensee shall promptly implement such modifications, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx MHR Hotel implementation schedule with respect to such modifications. F. For the avoidance of doubt, nothing herein shall limit in any manner Licensor’s or its Affiliates’ ability to modify or change any standards applicable to Licensor’s Lodging Business or Whole Ownership Residential Business, or any other business or activity in which Licensor or its Affiliates may engage from time to time, other than the Xxxx-Xxxxxxx Licensed Destination Club Business or the Xxxx-Xxxxxxx Licensed Whole Ownership Residential Business.

Modification of Brand Standards. A. Licensor (a) Each Existing Project and Licensee recognize that they are each leaders Existing Residential Project is in the Lodging Business and the Destination Club and Whole Ownership Residential Businesses, respectively, and that compliance with the Brand Standards should reflect as of the parties’ expertise in their respective businessesEffective Date and as such Brand Standards are reasonably expected to be modified by Licensor or its Affiliates during the one (1) year period following the Effective Date of this Agreement. (i) Subject to Section 6.2(a) above, Licensor expressly reserves the right to modify the Brand Standards to make appropriate changes consistent with changes to Licensor’s brand standards for Xxxxthe Upper-Xxxxxxx HotelsUpscale Brand Segment and Luxury Brand Segment of Licensor Lodging Facilities, but only to the extent applicable to the MVW Xxxx-Xxxxxxx Licensed Business and with appropriate such modifications as are necessary to reflect appropriate differences between hotel service levels levels, physical characteristics or operational standards generally applicable to Licensor’s Lodging Business and service levels levels, physical characteristics or operational standards generally applicable to the Xxxx-Xxxxxxx Destination Club Business and the Xxxx-Xxxxxxx Whole Licensed Shared Ownership Residential Business. Licensor shall provide Licensee with reasonable advance notice of proposed modifications to Licensee the Licensed Hyatt Marks and the Brand Standards, which notice shall include annual updates of proposed or pending modifications to Licensed Hyatt Marks and the Brand Standards at the Annual Marketing Support Meeting and interim updates at any Follow-up Meetings (if there are new developments), which updates shall include (x) detailed explanations of such modifications proposed by and (y) opportunities for Licensee to provide consultation with respect to modifications that relate to or affect the Licensed Shared Ownership Business, with due consideration given to the distinctions between the Licensed Shared Ownership Business and Licensor’s Lodging Business. (ii) Prior Notwithstanding anything in this Agreement to any such the contrary, implementation of modifications to the Brand Standards taking effect, such modifications that involve a Significant Capital Expenditure shall be subject to Licensee’s prior written consent, which shall not be unreasonably withheldwithheld or delayed, and shall consider the then current competitive landscape existing in the Shared Ownership Business; provided, however, that Licensee shall have no right to consent to modifications: (1A) in fire and that are directly related to fire, life safety safety, food safety, global health or security components of the Brand Standards (although Licensee may request that Licensor’s life safety committee consider such exceptions as Licensee may propose); (2) to Brand Standards related to food safety, and global safety and security; (3) in the Electronic Systems Standards, subject(B) that are required by Applicable Law, however, to Section 10.1.B or (provided C) that such modifications do not conflict with Data Protection Laws that apply to require the MVW Xxxx-Xxxxxxx Business, and if such conflicts would result from the modification, the parties will seek to resolve such conflict, and Licensee will comply with a standard that does not conflict with Licensee’s obligations under Data Protections Laws that most closely addresses the requirements installation of the modified Brand Standard); (4) to the cross-selling standards and protocols applicable to all Licensor Lodging Facilities as such standards and protocols apply to inventory in the Reservation System; (5) the Brand Standards new brand identity signage related to any modification of the Licensed Hyatt Marks described in subsection (viiiii) of the definition of Licensed Hyatt Marks and/or the appearance, including the color, font, stylization, script, or format, of the Lion and Crown Logo or the words word “Xxxx-XxxxxxxHyatt” used as part of the Licensed Hyatt Marks, subject in each case to the requirements of Section 13.2.B(3); 12.2(b)(i) of this Agreement. If implementation of a modification to the Brand Standards that involves a Significant Capital Expenditure is not approved by Licensee for a Project, the modifications shall be implemented upon the occurrence of the next substantial renovation at the applicable Project, taking into account each of the following factors and circumstances to the extent applicable: (1) the importance of such modifications to safety or security, (62) that whether or not such modifications are required or restricted by Applicable Law (in which case such modification shall be inapplicable to the extent restricted by Applicable Law), (3) the need to obtain board or Members’ approval and/or necessary funding from the applicable Owners’ Associations, which are bound by budgets that may not contemplate such changes, and (4) the time required to implement such changes may be affected by the applicable Owners Association’s ability to increase its budget or pass a special assessment and the sequencing of such modifications into the renovation and refurbishment schedules based on budgets for the applicable Projects. All New Projects approved by Licensor agrees that if Licensor changes the cross-sell standards or protocol, Licensor will do so only if there is after a bona fide commercial basis for such change that is consistent with Licensor’s reasonable business judgment as set forth in Section 21.1 and is not motivated by a desire to reallocate or shift business away from Licensee, even though such effect might result from such change. For the avoidance of doubt, if Licensor or its Affiliates acquires or develops a Licensor Lodging Facility brand or changes the segment or brand positioning of an existing Licensor Lodging Facility brand, Licensor may place such new, or existing but repositioned, Licensor Lodging Facility brand in a higher priority in the cross-sell protocol than it is as of the Effective Date relative modification to the positioning of Brand Standards must conform to the ProjectsBrand Standards, as so modified. (iii) With respect to modifications of the Brand Standards for which Licensee’s prior written consent is not required pursuant to Section 7.2.B(ii)6.2(b)(ii) of this Agreement, such modifications shall take effect within a reasonable period of time after Licensee’s receipt of Licensor’s notice pursuant to section 7.2.B.(i)Section 6.2(b)(i) of this Agreement, taking into account each of the applicable factors and circumstances, such as the importance of the modifications circumstances which are referred to safety and security, whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modificationsin Section 6.2(b)(ii) above. (iv) With respect to modifications of the Brand Standards that are subject to Licensee’s prior written consent pursuant to Section 7.2.B(ii)6.2(b)(ii) of this Agreement, Licensee shall notify Licensor in writing within thirty forty-five (3045) days of receipt of Licensor’s written notice pursuant to Section 7.2.B(i) of Licensee’s consent or objection to any such modifications. With respect to modifications for which Licensee has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensee has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), then Licensee may object to the proposed modification on that basis. If Licensee does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensor’s notice pursuant to Section 7.2.B(i), such proposed modifications shall be deemed consented to by Licensee and will take effect as set forth in the immediately preceding sentence. C. Licensee may from time to time propose modifications to the Brand Standards with respect to any aspect of the MVW Xxxx-Xxxxxxx Business. Licensee shall provide notice to Licensor of any such modifications proposed by Licensee. Prior to any such modifications to the Brand Standards taking effect, such modifications shall be subject to Licensor’s prior written consent, which (i) in the case of modifications to the Brand Standards described in Section 7.2.B(ii)(1) through (6), may be granted or withheld in Licensor’s sole discretion and (ii) in the case of modifications to all other Brand Standards, including those that are part of the Operational Brand Standards, the Design Guide, the Brand Style and Communication Standards (except if the proposed change conflicts with the Brand Standards related to the Licensed Marks that Licensor may modify without Licensee’s consent in accordance with Section 7.2.B(ii)(5)), and the Quality Assurance Program (including the Customer Satisfaction System and the Quality Assurance Audit System), shall not be unreasonably withheld. Licensor shall notify Licensee within thirty (30) days of receipt of Licensee’s notice pursuant to this Section 7.2.C of Licensor’s consent or objection to any such modifications. With respect to modifications for which Licensor has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensor has provided its written consent, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations and the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects. If the parties cannot agree to a timeline for implementation of the modification within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, then Licensor may object to the proposed modification on that basis. If Licensor does not consent or object to such proposed modifications to the Brand Standards within thirty (30) days following receipt of Licensee’s notice pursuant to this Section 7.2.C, such proposed modifications shall be deemed consented to by Licensor and will take effect as set forth in the immediately preceding sentence. D. Except as provided in Section 7.2.E, in the event of a dispute regarding proposed modifications to any aspect of the Brand Standards with respect to which either party has consent rights under Section 7.2.B or 7.2.C (other than consents that may be granted or withheld in Licensor’s sole discretion), either party may refer the matter to an Expert for resolution pursuant to Section 22.5. (i) For modifications regarding physical aspects of the Brand Standards proposed by Licensor, the Expert will determine whether Licensor’s proposed modifications are consistent with changes to the Luxury Brand Segment and otherwise applicable to, and appropriate for, the MVW Xxxx-Xxxxxxx Business. (ii) For modifications proposed by Licensee, the Expert will determine whether Licensor’s objection to Licensee’s proposed modifications is reasonable, taking into account Licensor’s brand standards for Xxxx-Xxxxxxx Hotels , the applicability of such standards to Xxxx-Xxxxxxx Destination Club Projects and Xxxx-Xxxxxxx Residential Projects, the appropriate differences between hotel service levels and service levels applicable to the Xxxx-Xxxxxxx Destination Club Business and the Xxxx-Xxxxxxx Whole Ownership Residential Business, and whether the failure to implement such modifications will or may adversely affect Xxxx-Xxxxxxx Hotels. If the Expert determines that any such proposed modifications are appropriate, such modifications shall take effect within a reasonable period of time after the Expert’s determination, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. If the Expert determines that such proposed modifications are not appropriate, then the Brand Standards will not be modified to reflect such modifications with respect to the MVW Xxxx-Xxxxxxx Business. E. In the event that Licensee does not consent to modifications to any service aspect of the Brand Standards proposed by Licensor with respect to which Licensee has consent rights under Section 7.2.B, and customer satisfaction levels at the Projects decrease greater than five (5) percentage points during the twelve (12) month period immediately following the date on which such change was to have been implemented, the parties shall investigate the reason(s) for the decrease. If the failure to implement one or more proposed modifications to any service aspect of the Brand Standards is determined to be a material reason for any such decrease, then Licensee shall promptly implement such modifications, taking into account applicable factors and circumstances, such as whether such modifications are required or restricted by Applicable Law, the need to obtain approval and/or funding from Property Owners’ Associations, the sequencing of such modifications into the renovation and refurbishment schedules of existing Projects, and the applicable Xxxx-Xxxxxxx Hotel implementation schedule with respect to such modifications. F. For the avoidance of doubt, nothing herein shall limit in any manner Licensor’s or its Affiliates’ ability to modify or change any standards applicable to Licensor’s Lodging Business or Whole Ownership Residential Business, or any other business or activity in which Licensor or its Affiliates may engage from time to time, other than the Xxxx-Xxxxxxx Destination Club Business or the Xxxx-Xxxxxxx Whole Ownership Residential Business.