{"field_label":"Letter","field_select_type":"Informational text","field_placeholder":"","field_name":"Letter","field_instructions":"<p>Dear Ladies\/Gentlemen:<\/p>\n<p>The undersigned applicant(s) (jointly and severally, &ldquo;Applicant&rdquo;) respectfully submits this application (&ldquo;Application&rdquo;) for the above referenced proposed franchised hotel(s), either as the person or entity that will sign a franchise agreement for each hotel as franchisee, or as the person or entity that will control the proposed franchisee for each hotel. In connection with processing and evaluating the Application, Marriott International, Inc. (&ldquo;Franchisor&rdquo;) and its affiliates may rely on each of the following representations, warranties, acknowledgments and agreements contained herein.<\/p>\n<ol>\n<li>The Applicant represents and warrants that:\n<ol>\n<li>The Application consist of the following materials and all of the other information provided by Applicant or on Applicant's behalf connection with applying for and obtaining a franchise for the above proposed hotels.\n<ol>\n<li>Franchise Disclosure Document Receipts. If you have not already done so, please sign and date the receipts included at the back of each Franchise Disclosure Document provided to you and return one to us for our records.<\/li>\n<li>This signed Application Letter.<\/li>\n<li>Application Forms I - V.<\/li>\n<li>Application Fee. The following application fee for each proposed hotel under this Application<br \/>{{brand table}}<\/li>\n<\/ol>\n<\/li>\n<li>All of the information contained in the Application is true, correct, complete and not misleading through omission of material information, as of the date hereof.<\/li>\n<li>Applicant has authority to submit the Application and enter into a franchise agreement with Franchisor with respect to each hotel identified above (each a &ldquo;Franchise Agreement&rdquo; and collectively the &ldquo;Franchise Agreements&rdquo;). Neither the Application nor the execution of a Franchise Agreement will conflict with any obligations of Applicant to other parties. Franchisor has not induced Applicant to terminate or breach any agreement with respect to the hotel that is the subject of the Application.<\/li>\n<li>Applicant has legal control over the site for each hotel, as set forth in the Application, through fee ownership, leasehold, or purchase contract.<\/li>\n<li>Applicant has received a Franchise Disclosure Document for each brand under which Applicant seeks to operate a hotel and is familiar with the franchise system(s) under which it seeks to operate hotels and the requirements for each such system as described in each respective brand's Franchise Disclosure Document.<\/li>\n<li>Neither Applicant, nor any entity of which Applicant has held the position of general partner, managing member or beneficial owner, is or has been (i) a defendant in civil litigation alleging fraud, deceit or similar claims; (ii) convicted of a criminal offense or the subject of a pending criminal proceeding (other than minor traffic offenses); (iii) the subject of a petition for protection under any bankruptcy or similar insolvency laws; (iv) a defaulting party in a foreclosure proceeding; or (v) the subject of disciplinary action with respect to the suspension or revocation of a professional or gaming license. and all of the information contained in the Application is true, correct, complete and not misleading through omission of material information, as of the date hereof.<\/li>\n<li>Neither Applicant nor any affiliate of Applicant (i) has any claims against Franchisor or any of Franchisor's affiliates or (ii) is a Competitor or a Restricted Person, as such terms are defined in the Franchise Agreement (see Exhibit B to the applicable Franchise Agreement).<\/li>\n<\/ol>\n<\/li>\n<li>Applicant acknowledges and agrees that:<br \/>\n<ol>\n<li>Franchisor reserves the right to approve or deny this Application with respect to one or more hotels, in its sole discretion. Applicant will not acquire any rights by virtue of the submission of the Application whether or not Franchisor approves the Application. Any expenses incurred by or on behalf of Applicant in connection with this Application or any approval of this Application (including without limitation any costs of constructing, renovating or operating the proposed hotel(s)) are at Applicant's sole risk and are not being made in reliance on any action of Franchisor.<\/li>\n<li>Franchisor does not enter into oral agreements or understandings with respect to franchises or matters pertaining to the grant of a franchise. Accordingly, there are no agreements or understandings whatsoever between Applicant and Franchisor with respect to the Application or any franchise.<\/li>\n<li>An Application Fee will be paid to Franchisor via wire transfer no earlier than 16 days after Applicant has received a Franchise Disclosure Document. The fee may be invested, commingled with other funds of Franchisor or otherwise used by Franchisor, as it deems appropriate in its discretion. Franchisor will not enter into a Franchise Agreement with Applicant until it receives full payment of the Application Fee. Instructions for wire transfers are as follows: <br \/><br \/>{{wire}}<br \/><br \/><\/li>\n<li>For each proposed hotel under this Application:\n<ol>\n<li>If franchisor does not approve the Application for the hotel it shall have no liability to Applicant for such hotel other than to return the Application fee for the hotel, less Ten Thousand Dollars ($10,000) and Franchisor's costs;<\/li>\n<li>If the application for the hotel is approved, the application fee for the hotel will not be refunded;<\/li>\n<li>If Applicant and Franchisor have not executed a Franchise Agreement for the hotel within sixty (60) days after the issuance of the first draft of the Franchise Agreement for the hotel, Franchisor may withdraw its approval of the Application with respect to such hotel unless Applicant pays an application extension fee of Ten Thousand Dollar ($10,000).<\/li>\n<li>If Applicant and Franchisor have not executed a Franchise Agreement for the hotel within sixty (60) days after an extension, Franchisor will have the right to withdraw its approval of the hotel.<\/li>\n<li>If the Application is approved for the hotel, such approval is conditioned on (j) Applicant retaining legal control over the specific site described in the Application. If at any time prior to execution of the Franchise Agreement, Applicant loses legal control over the site of the hotel, our approval of the Application with respect to the hotel will no longer be effective. In such event, Franchisor shall have no liability to Applicant and the full Application Fee for the hotel will be retained by Franchisor and Franchisor will withdraw its approval of the hotel. If Applicant subsequently regains legal control over such site or over a different site, a new Application for the hotel must be submitted.<\/li>\n<\/ol>\n<\/li>\n<li>Whether or not Franchisor approves the Application, Applicant does not have any exclusive territorial rights. Franchisor and its affiliates may operate or grant others the right to operate the same brand(s) of hotel or other lodging facilities and other businesses at any location including locations proximate, adjacent or adjoining the site specified above. Franchisor may consider applications from other applicants for any sites without liability to Applicant.<\/li>\n<li>If Franchisor approves the Application, Applicant will not have any right to use the franchisor's trademarks, systems, or other intellectual property for each respective brand unless and until Franchisor and Applicant execute a Franchise Agreement authorizing Applicant to use the intellectual property associated with such brand at a particular hotel and the parties execute an Authorization to Open for the hotel (see Franchise Agreement, Attachment 3 to Exhibit C).<\/li>\n<li>Any financial information provided by Applicant in connection with this Application (including the proposed financing and debt structure) will be prepared by Applicant or its advisors. Applicant acknowledges and agrees that Franchisor (i) has not participated in the preparation of that information, and (ii) is not ratifying or approving or making any representations as to the accuracy of that information, or the attainability of any projections.<\/li>\n<li>Franchisor has the right to conduct its own feasibility study and due diligence investigation with respect to each proposed hotel or conversion, and Applicant's and its affiliates' qualifications to operate such hotel. Such study and due diligence will include, but not be limited to, contacting persons at the hotel or involved in the development of the hotel, operators of other hotels in the market, employees of other hotels operated by Applicant and its affiliates and other franchisors of hotel brands who have agreements with Applicant and its affiliates. Franchisor shall have no liability to Applicant or its affiliates with regard to such study and investigation.<\/li>\n<li>Applicant, jointly and severally, hereby indemnifies and agrees to defend Franchisor and its affiliates and Franchisor's directors, officers, employees and agents and to hold them harmless from all losses, liabilities, costs, damages and expenses (including legal and accounting fees and expenses) consequently, directly or indirectly incurred and arising from, as a result of or in connection with the Application, including the breach of any representation or warranty contained in the Application. Franchisor shall have the right to take any action it may deem necessary in its sole discretion to protect and defend itself against any threatened action covered by this indemnification without regard to the expense, forum or other parties that may be involved. Franchisor may, in its sole discretion, have sole and exclusive control over the defense of any such action (including the right to be represented by counsel of its choosing) and over the settlement, compromise or other disposition thereof.<\/li>\n<li>Applicant will immediately inform Franchisor (i) of any material change in any information contained in the Application, and (ii) if Applicant learns that as of the date of this Application that any representation or warranty is untrue. If Applicant is executing this Application on behalf of a separate legal entity that has not yet been formed but will be controlled by Applicant, Applicant commits to provide all information and documentation related to such separate entity to Franchisor upon its formation and will immediately advise Franchisor of any changes in any information provided in Form III of this Application. The terms of this application letter will survive approval or disapproval of the Application.<\/li>\n<li>This application letter will be governed by the law of the State of Maryland without reference to the conflict of laws principles thereof.<\/li>\n<li>This application letter may be executed in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.<\/li>\n<\/ol>\n<\/li>\n<\/ol>","field_required":0,"field_per_property":0,"field_prints":1,"field_options":"Westin Hotel\nHeavenly Spa by Westin","field_prepopulate":"","field_template":"","field_destination":"","field_destination_field":"","canada":{"field_label":"","field_placeholder":"","field_instructions":""}}