Common use of New Properties Clause in Contracts

New Properties. (a) The parties may agree, at any time during the Contract Term, to add a property or properties (not being a Substitute Property) to the Agreed Pool of Properties. The addition of that property or properties will be treated as a Change to be dealt with under Part 8 (Changes) of this Agreement. (b) Where, in accordance with clause 12.1(a), a party wishes to propose the addition of a property or properties to the Agreed Pool of Properties: (i) if the Change is being initiated by MSD, MSD’s Change Notice must: (A) describe the type of property or properties MSD is looking to have included in the Agreed Pool of Properties; and (B) identify whether MSD would be willing to make any sort of financial contribution towards the purchase or lease of any property or properties, and the Provider’s Change Proposal must include a completed Agreed Pool of Properties Change Form; or (ii) if the Change is being initiated by the Provider, the Provider’s Change Proposal must outline the reason(s) why the Provider wishes to add a new property to the Agreed Pool of Properties and must include a completed Agreed Pool of Properties Change Form. (c) Where, through applying the Change provisions in Part 8 (Changes) of this Agreement, the parties agree to add a property or properties to the Agreed Pool of Properties: (i) each property or properties shall be listed under paragraph 2 (New Properties) of Schedule 3 (Agreed Pool of Properties) as a New Property; (ii) each New Property will be a Property on and from the Start Date specified for that New Property, as set out in paragraph 2 (New Properties) of Schedule 3 (Agreed Pool of Properties), or the date the Change becomes a Confirmed Change (whichever is later); and (iii) the Agreed Rent will be as agreed through the Change Process to apply in respect of the New Property.

New Properties. If any Sonder Party intends to (ax) The parties may agreeacquire, at any time during directly or indirectly, a Controlling interest (including as a fee simple holder, ground lessee, operating lessee, or other interest granting a Sonder Party the Contract Termright of possession) in a Lodging Facility (whether existing, under development or to add be developed), or (y) become the operator of a property Lodging Facility under an operating or properties management agreement with an Unaffiliated Person (not being each, a Substitute “New Sonder Property”), and no Marriott Restriction exists (unless Marriott waives a Marriott Restriction that exists with respect to clause (v) of the definition of “Marriott Restriction” with respect to such New Sonder Property), then, subject to the Agreed Pool of Properties. The addition of that property or properties will be treated as a Change to be dealt with under Part 8 (Changes) terms and conditions of this Agreement. (b) WhereAgreement and receipt of any approvals or the completion of disclosures or registrations that are required under Applicable Law, in accordance with clause 12.1(a), a party wishes such New Sonder Property will become subject to propose the addition of a property or properties to the Agreed Pool of Properties: (i) if the Change is being initiated by MSD, MSD’s Change Notice must: (A) describe the type of property or properties MSD is looking to have this Agreement and included in the Agreed Pool of Properties; and Collection (B) identify whether MSD would be willing to make any sort of financial contribution towards the purchase or lease of any property or propertieseach such New Sonder Property, and the Provider’s Change Proposal must include a completed Agreed Pool of Properties Change Form; or (ii) if the Change is being initiated by the Provider, the Provider’s Change Proposal must outline the reason(s) why the Provider wishes to add a new property to the Agreed Pool of Properties and must include a completed Agreed Pool of Properties Change Form. (c) Where, through applying the Change provisions in Part 8 (Changes) of this Agreement, the parties agree to add a property or properties to the Agreed Pool of Properties: (i) each property or properties shall be listed under paragraph 2 (New Properties) of Schedule 3 (Agreed Pool of Properties) as a “New Property; (ii) ”). The inclusion of each New Property will be a Property on effective upon the later to occur of (i) the execution of the joinder in the form attached hereto as Exhibit L (it being agreed that each of Sonder and from ▇▇▇▇▇▇▇▇ will execute such joinder promptly upon the Start Date specified for that New Property, as set out satisfaction of the conditions in paragraph 2 clauses (New Properties) of Schedule 3 (Agreed Pool of Propertiesii)–(iv)), or (ii) the date the Change becomes a Confirmed Change (whichever is later); and completion of any required integration of Electronic Systems to permit such New Sonder Property to become Available, (iii) to the Agreed Rent extent the New Sonder Property is an Operated Property, the New Owner having executed and delivered to Marriott an Electronic Systems License Agreement in substantially the form attached hereto as Exhibit J (each, an “Electronic Systems License Agreement”), and (iv) if the New Property is Controlled by a Sonder Party as a fee simple holder, lessee, or pursuant to another interest granting the 3632659v2 –License Agreement 2 Sonder Party the sole right of possession (a “Sonder Controlled Property”) and will be as agreed through operated by a third party management company (a “Management Company”) pursuant to Section 8.1, such Management Company having executed and delivered to Marriott a Management Company Acknowledgment substantially in the Change Process form attached to apply in respect of the New Propertythen-current Disclosure Documents (each, a “Management Company Acknowledgment”).