Common use of Compliance with Franchise Agreement Clause in Contracts

Compliance with Franchise Agreement. Lessee shall comply in every respect with the provisions of the Franchise Agreement (other than requirements with respect to funding Capital Improvements which shall be the responsibility of Lessor) so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend, modify or enter into any Franchise Agreement without in each instance first obtaining Lessor's prior written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a Franchise Agreement extension or modification or a new franchise for the Leased Property. If the Franchise Agreement expires prior to the expiration of the Lease Term, Lessee, with the prior approval of Lessor, shall endeavor to obtain a new or extended franchise license. Lessee shall be the franchisee under any such franchise agreement. In the event of a change in the franchise for the Leased Property, Lessor and Lessee shall promptly negotiate in good faith appropriate and mutually acceptable modifications to the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the franchise, that modifications to the Rent terms are warranted by the change in franchise or to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XLI hereof. During the pendency of the negotiations and/or arbitration, Lessee shall continue to pay Rent in accordance with the terms of the Lease, with possible retroactive adjustments based on the outcome of the negotiations and/or arbitration. To the extent required by the Franchise Agreement, Lessor shall secure its obligations to make capital expenditures or pay real property taxes by either depositing the required funds in escrow with an escrow agent acceptable to the franchisor or by dedicating for such purpose a portion of Lessor's line of credit either by issuance of a letter of credit in favor of the franchisor or in some other manner acceptable to the franchisor. If upon any expiration or earlier termination of the Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. To the extent any of ----------------------------------- the provisions of the Franchise Agreement impose a greater obligation on Lessee than the corresponding provisions of this Lease, Lessee shall be obligated to comply with, and to take all reasonable actions necessary to prevent breaches or defaults under the provisions of the Franchise Agreement, except to the extent that Lessee is prevented from complying with the Franchise Agreement because of Lessor's acts such as its breach of its obligations pursuant to Article XXXVIII. In the event Lessor's failure to fund any Capital Expenditure and/or to fulfill any PIP requirements of the franchisor under the Franchise Agreement, required to comply with the Franchise Agreement shall result in a termination thereof, Lessee shall not be deemed in default hereunder and Lessor shall pay all termination fees and penalties incurred in connection therewith. It is the intent of the parties hereto that Lessee shall comply in every respect with the provisions of the Franchise Agreement (other than requirements with respect to funding Capital Improvements which shall be the responsibility of Lessor) so as to avoid any default thereunder during the term of this LeaseAgreement. Lessee shall not terminate, extend, modify terminate or enter into any modification of the Franchise Agreement without in each instance first obtaining Lessor's prior written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary (in the sole determination of Lessor) to obtain obtain, at Lessor's sole cost and expense, a Franchise Agreement franchise extension or modification or a new franchise for the Leased Property. If , and in any transfer, at Lessor's sole cost and expense, of the Franchise Agreement expires prior to Lessor or any Affiliate thereof or any other successor to Lessee upon the expiration termination of this Lease. Notwithstanding anything contained in this Article XXXVII, at any time after the Lease TermCommencement Date, LesseeLessor may, with in Lessor's sole and absolute discretion, terminate (or direct Lessee to terminate) the prior approval of Lessor, shall endeavor Franchise Agreement and enter (or direct Lessee to obtain enter) into a new or extended franchise license. Lessee shall be the franchisee under any such franchise agreement. In the event of a change in the franchise for the Leased Property, provided that Lessor shall pay all termination fees and Lessee shall promptly negotiate penalties including, but not limited to, liquidated damages, if any, arising from or related to such termination and any application fees, costs or expenses payable in good faith appropriate and mutually acceptable modifications to connection with any new franchise of the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the franchise, that modifications to the Rent terms are warranted obtained by the change in franchise or to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XLI hereof. During the pendency of the negotiations and/or arbitration, Lessee shall continue to pay Rent in accordance with the terms of the Lease, with possible retroactive adjustments based on the outcome of the negotiations and/or arbitration. To the extent required by the Franchise Agreement, Lessor shall secure its obligations to make capital expenditures or pay real property taxes by either depositing the required funds in escrow with an escrow agent acceptable to the franchisor or by dedicating for such purpose a portion of Lessor's line of credit either by issuance of a letter of credit in favor of the franchisor or in some other manner acceptable to the franchisor. If upon any expiration or earlier termination of the Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.

Compliance with Franchise Agreement. Lessee shall comply in every respect with the provisions of the Franchise Agreement (other than requirements with respect to funding Capital Improvements which shall be the responsibility of LessorLessor except as expressly provided in this Lease) so as to avoid any default thereunder during the term of this Lease. To the extent a Franchise Agreement is terminated solely as a result of the failure of the Lessor to make any Capital Improvement required by the Franchisor, then Lessor shall pay any related Franchise Agreement termination fee. Lessee shall not terminate, extend, modify or enter into any Franchise Agreement without in each instance first obtaining Lessor's prior written consentconsent not to be unreasonably withheld. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a Franchise Agreement extension or modification or a new franchise for the Leased Property. If the Franchise Agreement expires prior to the expiration of the Lease Term, Lessee, with the prior approval of Lessor, shall endeavor to obtain a new or extended franchise license. Lessee shall be the franchisee under any such franchise agreement. In So long as the event of a change in the franchise for the Leased Property, Lessor and Lessee shall promptly negotiate in good faith appropriate and mutually acceptable modifications to the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the franchise, that modifications to the Rent terms are warranted by the change in franchise or to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XLI hereof. During the pendency Franchisor is an Affiliate of the negotiations and/or arbitrationLessee, Lessee shall continue cause such Franchisor to pay Rent treat the Franchise, the Hotel, the Lessor and the Lessee in accordance with a nondiscriminatory manner so as not to give the terms Lessee any benefit not granted other franchisees to the detriment of the LeaseHotel or the Lessor, with possible retroactive adjustments based on nor burden the outcome Hotel or the Lessor in a manner other franchise fee owners or hotels are not burdened; including, without limitation, Lessee shall cause Franchisor not to require Capital Improvements and Capital Expenditures at a level in excess of Capital Improvements and Capital Expenditures for other franchised hotels or hotels owned and operated directly or indirectly for the negotiations and/or arbitration. To the extent required by the Franchise Agreement, Lessor shall secure its obligations to make capital expenditures or pay real property taxes by either depositing the required funds in escrow with an escrow agent acceptable to the franchisor or by dedicating for such purpose a portion account of Lessor's line of credit either by issuance of a letter of credit in favor of the franchisor or in some other manner acceptable to the franchisor. If upon any expiration or earlier termination of the Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this LeasePrime.

Compliance with Franchise Agreement. Lessee shall comply in every respect with the provisions of the Franchise Agreement (other than requirements with respect to funding Capital Improvements which shall be the responsibility of Lessor) so as to avoid any default thereunder during the term of this Lease. Lessee shall not terminate, extend, modify or enter into any Franchise Agreement without in each instance first obtaining Lessor's prior written consent. Lessor and Lessee agree to cooperate fully with each other in the event it becomes necessary to obtain a Franchise Agreement extension or modification or a new franchise for the Leased Property. If the Franchise Agreement expires prior to the expiration of the Lease Term, Lessee, with the prior approval of Lessor, shall endeavor to obtain a new or extended franchise license. Lessee shall be the franchisee under any such franchise agreement. In the event of a change in the franchise for the Leased Property, Lessor and Lessee shall promptly negotiate in good faith appropriate and mutually acceptable modifications to the Rent terms for such Leased Property under this Lease. In the event that Lessor and Lessee are unable to agree, within sixty (60) days after such change in the franchise, that modifications to the Rent terms are warranted by the change in franchise or to agree on appropriate modifications to the Rent terms either Party may elect to submit the matter to arbitration pursuant to Article XLI hereof. During the pendency of the negotiations and/or arbitration, Lessee shall continue to pay Rent in accordance with the terms of the Lease, with possible retroactive adjustments based on the outcome of the negotiations and/or arbitration. To the extent required by the Franchise Agreement, Lessor shall secure its obligations to make capital expenditures or pay real property taxes by either depositing the required funds in escrow with an escrow agent acceptable to the franchisor or by dedicating for such purpose a portion of Lessor's line of credit either by issuance of a letter of credit in favor of the franchisor or in some other manner acceptable to the franchisor. If upon any expiration or earlier termination of the Lease (other than upon an Event of Default by Lessee), a Franchise Agreement remains in effect, or would but for such expiration or termination remain in effect, Lessor shall indemnify, defend and hold Lessee harmless with respect to the obligations and liabilities arising thereunder after the date of expiration or termination of this Lease.