Common use of Trademarks and Intellectual Property Clause in Contracts

Trademarks and Intellectual Property. A. During the Term, the Inn shall be known as a "Residence Inn by Marriott" or a "Marriott Residence Inn," with such alternative identification determined by Manager from time to time as may be necessary to provide local or specific geographic definition to the name of the Inn. However, if the name of the Residence Inn by Marriott system of hotels is changed, Manager will have the right to change the name of the Inn to conform thereto. B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Trademarks at or in connection with the Inn, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Trademarks without the prior written consent of Manager, which may be withheld in Manager's sole and absolute discretion, in any manner whatsoever, including, without limitation, the following: 1. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "Prospectus"), issued by Owner or by one of Owner's Affiliates or by one or more Mortgagees, which is designed to interest potential investors in debt or equity securities related to the Inn, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein. 2. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any material prepared for the purpose of a Sale of the Inn, unless Manager has given its prior written approval to each such reference. 3. No Trade Name adopted by Owner or its Affiliates may include any Marriott Trademark or a term that is confusingly similar to a Marriott Trademark. Owner shall not apply for registration of any Marriott Trademark in any jurisdiction. C. All right, title and interest (including copyright and patent rights) to Intellectual Property shall at all times be the exclusive property of Manager (or any other Marriott Company). Neither Manager nor any other Marriott Company shall be restricted in disclosing or using any Intellectual Property directly or indirectly by this Agreement, and Manager shall have the right to use it for any purpose. Owner shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property in its possession, and shall not disclose to any third party any Intellectual Property or use any Intellectual Property for any purpose whatsoever. Upon Termination, all Intellectual Property sIall be removed from the Inn by Manager, without compensation to Owner, subject to the provisions of Section 11.11.E.

Trademarks and Intellectual Property. A. During the Term, the Inn shall be known as a "Residence Inn by Marriott" or a "Marriott Residence Inn," with such alternative identification determined by Manager from time to time as may be necessary to provide local or specific geographic definition to the name of the Inn. However, if the name of the Residence Inn by Marriott system of hotels is changed, Manager will have the right to change the name of the Inn to conform thereto. B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Trademarks at or in connection with the Inn, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Trademarks without the prior written consent of Manager, which may be withheld in Manager's sole and absolute discretion, in any manner whatsoever, including, without limitation, the following: 1. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "Prospectus"), issued by Owner or by one of Owner's Affiliates or by one or more Mortgagees, which is designed to interest potential investors in debt or equity securities related to the Inn, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein. 2. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any material prepared for the purpose of a Sale of the Inn, unless Manager has given its prior written approval to each such reference. 3. No Trade Name adopted by Owner or its Affiliates may include any Marriott Trademark or a term that is confusingly similar to a Marriott Trademark. Owner shall not apply for registration of any Marriott Trademark in any jurisdiction. C. All right, title and interest (including copyright and patent rights) to Intellectual Property shall at all times be the exclusive property of Manager (or any other Marriott Company). Neither Manager nor any other Marriott Company shall be restricted in disclosing or using any Intellectual Property directly or indirectly by this Agreement, and Manager shall have the right to use it for any purpose. Owner shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property in its possession, and shall not disclose to any third party any Intellectual Property or use any Intellectual Property for any purpose whatsoever. Upon Termination, all Intellectual Property sIall shall be removed from the Inn by Manager, without compensation to Owner, subject to the provisions of Section 11.11.E.

Trademarks and Intellectual Property. A. During the Term, the Inn Hotel shall be known as a "Residence Inn “SpringHill Suites by Marriott" ” or a "“Marriott Residence InnSpringHill Suites," ” with such alternative identification determined by Manager from time to time as may be necessary to provide local or specific geographic definition to the name of the InnHotel. However, if the name of the Residence Inn SpringHill Suites by Marriott system of hotels is changed, Manager will have the right to change the name of the Inn Hotel to conform thereto. B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Trademarks at or in connection with the InnHotel, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Trademarks without the prior written consent of Manager, which may be withheld in Manager's ’s sole and absolute discretion, in any manner whatsoever, including, without limitation, the following: 1. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "“Prospectus"”), issued by Owner or by one of Owner's ’s Affiliates or by one or more Mortgagees, which is designed to interest potential investors in debt or equity securities related to the InnHotel, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' ’ fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein. 2. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any material prepared for the purpose of a Sale of the InnHotel, unless Manager has given its prior written approval to each such reference. 3. No Trade Name adopted by Owner or its Affiliates may include any Marriott Trademark or a term that is confusingly similar to a Marriott Trademark. Owner shall not apply for registration of any Marriott Trademark in any jurisdiction. C. All right, title and interest (including copyright and patent rights) to Intellectual Property shall at all times be the exclusive property of Manager (or any other Marriott Company). Neither Manager nor any other Marriott Company shall be restricted in disclosing or using any Intellectual Property directly or indirectly by this Agreement, and Manager shall have the right to use it for any purpose. Owner shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property in its possession, and shall not disclose to any third party any Intellectual Property or use any Intellectual Property for any purpose whatsoever. Upon Termination, all Intellectual Property sIall shall be removed from the Inn Hotel by Manager, without compensation to Owner, subject to the provisions of Section 11.11.E.11.11.E. regarding Marriott Trademarks. D. Manager and/or its Affiliates shall be entitled, in case of any breach by Owner of any of the covenants of this Section 11.12, to injunctive relief and to any other right or remedy available at law or in equity. E. The provisions of this Section 11.12 shall survive Termination.

Trademarks and Intellectual Property. A. During the Term, the Inn Hotel shall be known as a "Residence Inn “Courtyard by Marriott" ” or a "“Marriott Residence InnCourtyard," ” with such alternative identification determined by Manager from time to time as may be necessary to provide local or specific geographic definition to the name of the InnHotel. However, if the name of the Residence Inn Courtyard by Marriott system of hotels is changed, Manager will have the right to change the name of the Inn Hotel to conform thereto. B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Trademarks at or in connection with the InnHotel, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Trademarks without the prior written consent of Manager, which may be withheld in Manager's ’s sole and absolute discretion, in any manner whatsoever, including, without limitation, the following: 1. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "“Prospectus"”), issued by Owner or by one of Owner's ’s Affiliates or by one or more Mortgagees, which is designed to interest potential investors in debt or equity securities related to the InnHotel, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' ’ fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein. 2. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any material prepared for the purpose of a Sale of the InnHotel, unless Manager has given its prior written approval to each such reference. 3. No Trade Name adopted by Owner or its Affiliates may include any Marriott Trademark or a term that is confusingly similar to a Marriott Trademark. Owner shall not apply for registration of any Marriott Trademark in any jurisdiction. C. All right, title and interest (including copyright and patent rights) to Intellectual Property shall at all times be the exclusive property of Manager (or any other Marriott Company). Neither Manager nor any other Marriott Company shall be restricted in disclosing or using any Intellectual Property directly or indirectly by this Agreement, and Manager shall have the right to use it for any purpose. Owner shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property in its possession, and shall not disclose to any third party any Intellectual Property or use any Intellectual Property for any purpose whatsoever. Upon Termination, all Intellectual Property sIall shall be removed from the Inn Hotel by Manager, without compensation to Owner, subject to the provisions of Section 11.11.E.11.11.E. regarding Marriott Trademarks. D. Manager and/or its Affiliates shall be entitled, in case of any breach by Owner of any of the covenants of this Section 11.12, to injunctive relief and to any other right or remedy available at law or in equity. E. The provisions of this Section 11.12 shall survive Termination.

Trademarks and Intellectual Property. A. During the Term, the Inn Hotel shall be known as a "Residence Inn by Marriott" or a "the “Xxxxxxx Marriott Residence InnHotel," ” with such alternative identification determined by Manager from time to time time, after consultation with Owner, as may be necessary to provide local or specific geographic definition to the name of the InnHotel. However, if the name of the Residence Inn by Marriott system of hotels System is changed, Manager will have the right to change the name of the Inn Hotel to conform thereto. B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Trademarks at or in connection with the InnHotel, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Trademarks without the prior written consent of Manager, which may be withheld in Manager's ’s sole and absolute discretion, in any manner whatsoever, including, without limitation, the following: 1. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "“Prospectus"”), issued by Owner or by one of Owner's ’s Affiliates or by one or more Mortgagees, which is designed to interest potential investors in debt or equity securities related to the InnHotel, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' ’ fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein. 2. No reference to Manager, any Affiliate of Manager, or any Marriott Trademark will be made in any material prepared for the purpose of a Sale of the InnHotel, unless Manager has given its prior written approval to each such reference. 3. No Trade Name adopted by Owner or its Affiliates may include any Marriott Trademark or a term that is confusingly similar to a Marriott Trademark. Owner shall not apply for registration of any Marriott Trademark in any jurisdiction. C. All right, title and interest (including copyright and patent rights) to Intellectual Property shall at all times be the exclusive property of Manager (or any other Marriott Company). Neither Manager nor any other Marriott Company shall be restricted in disclosing or using any Intellectual Property directly or indirectly by this Agreement, and Manager and any other Marriott Company shall have the right to use it for any purpose. Owner shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property in its possession, and shall not disclose to any third party any Intellectual Property or use any Intellectual Property for any purpose whatsoever. Upon Termination, all Intellectual Property sIall shall be removed from the Inn Hotel by Manager, without compensation to Owner, subject to the provisions of Section 11.11.E.11.11.E. regarding Marriott Trademarks. D. Manager and/or its Affiliates shall be entitled, in case of any breach by Owner of any of the covenants of this Section 11.12, to injunctive relief and to any other right or remedy available at law or in equity. E. The provisions of this Section 11.12 shall survive Termination.

Trademarks and Intellectual Property. A. During the Term, the Inn Hotel shall be known as a "Residence Inn by Marriott" the “ Hotel.” No change or a "Marriott Residence Inn," with such alternative identification determined by Manager from time to time as may be necessary to provide local or specific geographic definition modification to the name shall be made without the prior approval of the Inn. Howeverboth Owner and Manager, provided that, if the name of the Residence Inn by Marriott system of hotels Xxxxxxx Hotel System is changed, Manager will have the right to change the name of the Inn Hotel to conform thereto. B. Owner acknowledges that Manager and its Affiliates are the sole and exclusive owners of all rights, title and interest to the Marriott Gaylord Trademarks, which shall in all events remain the exclusive property of Manager (or one of its Affiliates). All use of the Marriott Gaylord Trademarks at or in connection with the InnHotel, or as otherwise contemplated by this Agreement, shall be made solely by and inure solely to the benefit of Manager and its Affiliates. Nothing in this Agreement shall be construed to grant Owner any right of ownership in or right to use or license others to use the Marriott Gaylord Trademarks. Except for disclosure to the extent required by applicable Legal Requirements, Owner may not use the Marriott Gaylord Trademarks without the prior written consent of Manager, which may be withheld in Manager's ’s sole and absolute discretion, in any manner whatsoever, including, without limitation, the following: 1. No reference to Manager, any Affiliate of Manager, or any Marriott Gaylord Trademark will be made in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "“Prospectus"”), issued by Owner or by one of Owner's ’s Affiliates or by one or more Mortgagees, which that is designed to interest potential investors in debt or equity securities related to the InnHotel, unless Manager has given its prior written approval to each such reference, which Manager may withhold in its sole and absolute discretion. However, regardless of whether Manager has approved all such references, neither Manager nor any Affiliate of Manager will be deemed a sponsor of the offering described in the Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. Owner shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage (including attorneys' ’ fees and expenses, and the cost of Litigation) arising out of any Prospectus or the offering described therein. 2. No reference to Manager, any Affiliate of Manager, or any Marriott Gaylord Trademark will be made in any material prepared for the purpose of a Sale of the InnHotel, unless Manager has given its prior written approval to each such reference. 3. No Trade Name adopted by Owner or its Affiliates may include any Marriott Gaylord Trademark or a term that is confusingly similar to a Marriott Gaylord Trademark. Owner shall not apply for registration of any Marriott Gaylord Trademark in any jurisdiction. C. All right, title and interest (including copyright and patent rights) to Intellectual Property shall at all times be the exclusive property of Manager (or any other Marriott Company), and all benefits obtained directly or indirectly from the use, sale or commercial exploitation of Intellectual Property shall belong exclusively to Manager and its Affiliates. Neither Manager nor any other Marriott Company shall be restricted in disclosing or using any Intellectual Property directly or indirectly by this Agreement, and Manager and any other Marriott Company shall have the right to use it for any purpose. Owner shall not have any rights to any Intellectual Property, shall treat as confidential any Intellectual Property in its possession, and shall not disclose to any third party any Intellectual Property or use any Intellectual Property for any purpose whatsoever. Upon Termination, all Intellectual Property sIall shall be removed from the Inn Hotel by Manager, without compensation to Owner, subject to the provisions of Section 11.11.E.11.11.