{"mfid":"mfid606f36215fcac6.28537961","field_label":"Letter","field_select_type":"Informational text","field_placeholder":"","field_name":"","field_instructions":"<p class=\"MsoNormal\">Marriott International, Inc.<o:p><\/o:p><\/p>\n<p class=\"MsoNormal\"><o:p>&nbsp;<\/o:p><\/p>\n<p class=\"MsoNormal\">Franchise Transactions <br \/>10400 Fernwood Road <br \/>Dept. 51\/010.23<br \/><o:p><\/o:p>Bethesda, MD 20817<br \/><strong><br \/>Re: <span>Application for a Franchise for the Hotel(s) Listed on Schedule A<\/span><\/strong><\/p>\n<p class=\"MsoNormal\"><o:p><\/o:p><\/p>\n<p>Ladies\/Gentlemen:<\/p>\n<p>This application letter, along with our Application Fee payment (in US Dollars) is furnished to Marriott International, Inc. (\"Franchisor\") in order to induce Franchisor to process the application of the undersigned for the hotel(s) listed in Schedule A.<\/p>\n<p>In connection with processing and evaluating the application, Franchisor and its affiliates may rely on each of the following representations, warranties, acknowledgments and agreements and all information provided by us or on our behalf in connection with this application (collectively, the &ldquo;Application&rdquo;).<br \/><br \/><\/p>\n<p><strong>1. The undersigned, jointly and severally, represent and warrant that:&nbsp;<\/strong><\/p>\n<ol>\n<li>All information contained in the Application is true, correct, complete and not misleading through omission of material information, as of the date hereof.<br \/><br \/><\/li>\n<li>The undersigned has authority to submit the Application and enter into a franchise agreement with Franchisor for each hotel listed on Schedule A (each, a &ldquo;Franchise Agreement&rdquo;).&nbsp; Neither the Application nor the execution of the Franchise Agreement(s) will conflict with any obligations of the undersigned to other parties. Franchisor has not induced the undersigned to terminate or breach any agreement with respect to the hotel(s) specified on Schedule A.<br \/><br \/><\/li>\n<li>If this Application is in connection with a proposed change of ownership, the undersigned has executed a binding purchase contract for the purchase of the hotel(s) specified on Schedule A.<br \/><br \/><\/li>\n<li>The undersigned is familiar with the system for each brand of hotel listed on Schedule A (as described in the applicable Franchise Disclosure Document) and its requirements.&nbsp; A Franchise Disclosure Document for each brand of hotel listed on Schedule A has been provided by Franchisor to the undersigned.<br \/><br \/><\/li>\n<li>Neither the undersigned, nor any entity of which the undersigned 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&nbsp;proceeding; or (v) the subject of disciplinary action with respect to the suspension or revocation of a professional or gaming license.<b><\/b><\/li>\n<\/ol>\n<p>Neither the undersigned nor any affiliate of the undersigned (i) has any claims against Franchisor or any of Franchisor&rsquo;s affiliates or (ii) is a Competitor or a Restricted Person, as such terms are defined in the Franchise Agreement(s) in the applicable Franchise Disclosure Document.<br \/><br \/><\/p>\n<p><b>2. The undersigned acknowledges and agrees that:<br \/><\/b><\/p>\n<ol>\n<li>Franchisor reserves the right to approve or deny this Application, in its sole discretion. The undersigned will not acquire any rights by virtue of the submission of the Application whether or not Franchisor approves the Application.&nbsp; Any expenses incurred by or on behalf of the undersigned in connection with this Application (including without limitation any costs of constructing, renovating or operating any hotel that is the subject of this Application) are at the undersigned&rsquo;s sole risk and are not being made in reliance on any action of Franchisor.<br \/><br \/><\/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 the undersigned and Franchisor with respect to any franchise.<br \/><br \/><\/li>\n<li>Franchisor will engage outside legal counsel to assist in documenting the grant of the franchise for the hotel(s) specified on Schedule A. Whether or not a Franchise Agreement is executed for every hotel listed on Schedule A, the undersigned will be responsible for the payment of such outside counsel&rsquo;s legal fees.<br \/><br \/><\/li>\n<li>An Application Fee has been paid to Franchisor with the Application.&nbsp; The fee may be invested, commingled with other funds of Franchisor or otherwise used by Franchisor, as it deems appropriate in its discretion.&nbsp; Franchisor will not process the Application until it receives full payment of the Application Fee. The Application Fee is nonrefundable, except if for any reason, a Franchise Agreement is not executed for any of the hotels listed on Schedule A, Franchisor will return the Application Fee applicable to such hotel(s) less Ten Thousand Dollars ($10,000) for each hotel listed on Schedule A for which the Application was not approved or for which a Franchise Agreement was not executed (after Franchisor confirms that all outside counsel fees and expenses associated with the transaction have been paid by the undersigned).<br \/><br \/><\/li>\n<li><span>Whether<\/span><span> <\/span>or<span> <\/span>not<span> <\/span><span>Franchisor<\/span><span> <\/span><span>approves<\/span><span> <\/span><span>the<\/span><span> <\/span><span>Application,<\/span><span> <\/span><span>the<\/span><span> <\/span><span>undersigned<\/span><span> <\/span>will<span> <\/span><span>not<\/span><span> <\/span><span>have<\/span><span> <\/span><span>any<\/span><span> <\/span><span>exclusive<\/span><span> <\/span>territorial<span> <\/span>rights.<span> <\/span>Franchisor<span> <\/span>and its affiliates<span> <\/span>may operate or <span>grant <\/span>others the<span> <\/span>right<span> <\/span><span>to <\/span>operate the<span> <\/span>same brand(s)<span> <\/span>of<span> <\/span>hotel(s)<span> <\/span>or<span> <\/span>other<span> <\/span>lodging<span> <\/span>facilities<span> <\/span>and<span> <\/span>other<span> <\/span>businesses<span> <\/span>at any<span> <\/span>location<span> <\/span>including<span> <\/span>locations<span> <\/span>proximate,<span> <\/span>adjacent<span> <\/span>or<span> <\/span>adjoining<span> <\/span>the<span> <\/span>site(s)<span> <\/span>specified<span> <\/span>on<span> <\/span><span>Schedule<\/span><span> <\/span>A.<span> <\/span><span>Franchisor<\/span><span> <\/span><span>may<\/span><span> <\/span>consider<span> <\/span>applications<span> <\/span>from<span> <\/span>other<span> <\/span><span>applicants<\/span><span> <\/span><span>for<\/span><span> <\/span><span>any<\/span><span> <\/span><span>sites<\/span><span> <\/span><span>without<\/span><span> <\/span>liability<span> <\/span>to<span> <\/span>the<span> <\/span>undersigned.<br \/><br \/><o:p><\/o:p><\/li>\n<li>If this Application is in connection with a proposed change of ownership and if Franchisor approves the Application, the undersigned may not take any level of ownership, possession, control or management of a hotel listed on Schedule A or use any of Franchisor&rsquo;s proprietary marks or systems unless and until it has executed the Franchise Agreement (and any related agreements) and has received copies of the Franchise Agreement (and any related agreements) countersigned by Franchisor.&nbsp; The undersigned may not take possession, ownership, control or management of a hotel prior to the Effective Date as stated in the Franchise Agreement.<br \/><br \/><\/li>\n<li>Any financial information provided by the undersigned in connection with this Application (including the financing and debt structure proposed for each hotel listed on Schedule A) will be prepared by the undersigned or their advisors.&nbsp; We acknowledge and agree 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.<br \/><br \/><\/li>\n<li>If Franchisor enters into a Franchise Agreement with the undersigned for a hotel listed on Schedule A, and the Effective Date of that Franchise Agreement does not occur on the first day of a Marriott accounting period, the undersigned may be responsible for all amounts due to Franchisor or its affiliates with respect to the hotel for the entire accounting period in which the Effective Date occurs, excluding royalty fees and marketing fund contributions.<\/li>\n<\/ol>\n<p>The undersigned, jointly and severally, hereby indemnifies and agrees to defend Franchisor and its affiliates and Franchisor&rsquo;s directors, officers, employees and agents and to hold them harmless from all losses, liabilities, costs, damages and expenses consequently, directly or indirectly incurred (including legal and accounting fees and expenses) 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 will 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.<br \/><br \/>The undersigned will immediately inform Franchisor of any material change in any information contained in the Application or if the undersigned learns that any representation or warranty is untrue as of the date such representation or warranty was made. If the undersigned is executing this Application on behalf of separate legal entities that have not yet been formed but will be controlled by the undersigned, the undersigned commits to provide all information and documentation related to such separate entities to Franchisor upon their formation and will immediately advise Franchisor of any changes in any information provided in Form 3 of this Application. The terms of this application letter will survive approval or rejection of the Application or failure to enter into a Franchise Agreement.<\/p>\n<p>This application letter will be governed by the law of the State of Maryland without reference to the conflict of laws principles thereof.<\/p>\n<p>This application letter may be executed in several counterparts, each of which will be deemed an original but which together will constitute one and the same instrument.<\/p>\n<p><\/p>\n<p><span style=\"color: #333399;\"><em>This signature page must be printed, signed and returned to Franchisor along with the completed application and supporting documents.<\/em><\/span><\/p>","field_required":0,"field_per_property":0,"field_prints":1,"field_calc_1":null,"field_calc_operator":"add","field_calc_2":null,"field_calc_result":"currency","field_clone_from":null,"field_options":"","field_prepopulate":"","field_no_add":0,"field_template":"","field_destination":"","field_destination_field":"","canada":{"field_label":"","field_placeholder":"","field_instructions":"<p class=\"MsoNormal\">Marriott International, Inc.<o:p><\/o:p><\/p>\n<p class=\"MsoNormal\">Franchise Transactions <br \/>10400 Fernwood Road <br \/>Dept. 51\/010.23<br \/><o:p><\/o:p>Bethesda, MD 20817<o:p><\/o:p><\/p>\n<p class=\"MsoNormal\"><\/p>\n<p><span><strong>RE: <\/strong><strong>Application for a Franchise for the Hotel(s) Listed on Schedule A<\/strong><\/span><\/p>\n<p>Ladies\/Gentlemen:<\/p>\n<p>This application letter, along with our Application Fee payment (in US Dollars) is furnished to the franchisor entity corresponding to the applicable hotel brand referenced in the table below (&ldquo;Franchisor&rdquo;) in order to induce Franchisor to process the application of the undersigned for the hotel(s) listed on Schedule A.<br \/><br \/><\/p>\n<p><strong>FRANCHISOR ENTITIES:<\/strong><span style=\"color: windowtext;\"><o:p><\/o:p><\/span><\/p>\n<table style=\"border-collapse: collapse; width: 100%;\" border=\"1\">\n<tbody>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\"><strong>&nbsp;<\/strong><span><strong>Brand<\/strong><\/span><\/td>\n<td style=\"height: 18px; width: 32.5994%;\"><strong>&nbsp;<\/strong><span><strong>Franchisor Entity<\/strong><\/span><\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;AC Hotels by Marriott<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;ACHM Global Hospitality Licensing S.&agrave; r.l.<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Aloft<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;W International, Inc.<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Autograph Collection; Courtyard by Marriott; Delta Hotels by Marriott; Fairfield&nbsp; &nbsp;Inn\/Fairfield by Marriott; Marriott\/JW Marriott; Moxy Hotels; Renaissance; Residence&nbsp; &nbsp;Inn by Marriott; SpringHill Suites by Marriott; or TownePlace Suites by Marriott&nbsp;<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;Global Hospitality Licensing, S.&agrave; r.l<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Element or Westin<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;Westin Hotel Management, L.P.<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Four Points; Sheraton; or The Luxury Collection<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;Franchise and License (Canadian) Ops Limited Partnership<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Le M&eacute;ridien<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;Starwood (M) International, Inc.<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Tribute Portfolio<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;S Collection, Inc.<\/td>\n<\/tr>\n<tr style=\"height: 18px;\">\n<td style=\"height: 18px; width: 35.2273%;\">&nbsp;Branded Spa (applies to Le M&eacute;ridien, Sheraton or Westin only)<\/td>\n<td style=\"height: 18px; width: 32.5994%;\">&nbsp;Same as the applicable hotel brand<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p class=\"MsoNormal\">In connection with Franchisor&rsquo;s evaluation of this application, Franchisor and its affiliates may rely on each of the following representations, warranties, acknowledgments and agreements and all information provided by us or on our behalf in connection with this application (collectively, the &ldquo;Application&rdquo;).<o:p><\/o:p><\/p>\n<p><strong>1. The undersigned, jointly and severally, represent and warrant that:<br \/><\/strong><\/p>\n<ol>\n<li>All information contained in the Application is true, correct, complete and not misleading through omission of material information, as of the date hereof.<br \/><br \/><\/li>\n<li>The undersigned has authority to submit the Application and enter into a franchise agreement with Franchisor for each hotel listed on Schedule A (each, a &ldquo;Franchise Agreement&rdquo;), and will provide evidence of such authority to Franchisor upon request.&nbsp; Neither the Application nor the execution of the Franchise Agreement(s) will conflict with any obligations of the undersigned to other parties. Franchisor has not induced the undersigned to terminate or breach any agreement with respect to the hotel(s) specified on Schedule A.<br \/><br \/><\/li>\n<li>If this Application is in connection with a proposed change of ownership, the undersigned has executed a binding purchase contract for the purchase of the hotel(s) specified on Schedule A.<br \/><br \/><\/li>\n<li>The undersigned is familiar with the system for each brand of hotel listed on Schedule A (as described in the applicable Franchise Disclosure Document) and its requirements.&nbsp; A Franchise Disclosure Document for each brand of hotel listed on Schedule A has been provided by Franchisor to the undersigned.<br \/><br \/><\/li>\n<li>Neither the undersigned, nor any entity of which the undersigned 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&nbsp;proceeding; or (v) the subject of disciplinary action with respect to the suspension or revocation of a professional or gaming license.<\/li>\n<\/ol>\n<p>Neither the undersigned nor any affiliate of the undersigned (i) has any claims against Franchisor or any of Franchisor&rsquo;s affiliates or (ii) is a Competitor or a Restricted Person, as such terms are defined in the Franchise Agreement(s) in the applicable Franchise Disclosure Document.<br \/><br \/><\/p>\n<p><b>2. The undersigned acknowledges and agrees that:<br \/><\/b><\/p>\n<ol>\n<li>Franchisor reserves the right to approve or deny this Application, in its sole discretion. The undersigned will not acquire any rights by virtue of the submission of the Application whether or not Franchisor approves the Application.&nbsp; Any expenses incurred by or on behalf of the undersigned in connection with this Application (including without limitation any costs of constructing, renovating or operating any hotel that is the subject of this Application) are at the undersigned&rsquo;s sole risk and are not being made in reliance on any action of Franchisor.<br \/><br \/><\/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 the undersigned and Franchisor with respect to any franchise.<br \/><br \/><\/li>\n<li>Franchisor will engage outside legal counsel to assist in documenting the grant of the franchise for the hotel(s) specified on Schedule A. Whether or not a Franchise Agreement is executed for every hotel listed on Schedule A, the undersigned will be responsible for the payment of such outside counsel&rsquo;s legal fees.<br \/><br \/><\/li>\n<li>An Application Fee has been paid to Franchisor with the Application.&nbsp; The fee may be invested, commingled with other funds of Franchisor or otherwise used by Franchisor, as it deems appropriate in its discretion.&nbsp; Franchisor will not process the Application until it receives full payment of the Application Fee. The Application Fee is nonrefundable, except if for any reason, a Franchise Agreement is not executed for any of the hotels listed on Schedule A, Franchisor will return the Application Fee applicable to such hotel(s) less Ten Thousand Dollars ($10,000) for each hotel listed on Schedule A for which the Application was not approved or for which a Franchise Agreement was not executed (after Franchisor confirms that all outside counsel fees and expenses associated with the transaction have been paid by the undersigned).<br \/><br \/><\/li>\n<li>Whether&nbsp;or&nbsp;not&nbsp;Franchisor&nbsp;approves&nbsp;the&nbsp;Application,&nbsp;the&nbsp;undersigned&nbsp;will&nbsp;not&nbsp;have&nbsp;any&nbsp;exclusive&nbsp;territorial&nbsp;rights.&nbsp;Franchisor&nbsp;and its affiliates&nbsp;may operate or&nbsp;grant&nbsp;others the&nbsp;right&nbsp;to&nbsp;operate the&nbsp;same brand(s)&nbsp;of&nbsp;hotel(s)&nbsp;or&nbsp;other&nbsp;lodging&nbsp;facilities&nbsp;and&nbsp;other businesses at any location including locations proximate, adjacent or adjoining the site(s) specified on Schedule A. Franchisor may consider applications from other applicants for any sites without liability to the undersigned.<br \/><br \/><o:p><\/o:p><\/li>\n<li>If this Application is in connection with a proposed change of ownership and if Franchisor approves the Application, the undersigned may not take any level of ownership, possession, control or management of a hotel listed on Schedule A or use any of Franchisor&rsquo;s proprietary marks or systems unless and until it has executed the Franchise Agreement (and any related agreements) and has received copies of the Franchise Agreement (and any related agreements) countersigned by Franchisor.&nbsp; The undersigned may not take possession, ownership, control or management of a hotel prior to the Effective Date as stated in the Franchise Agreement.<br \/><br \/><\/li>\n<li>Any financial information provided by the undersigned in connection with this Application (including the financing and debt structure proposed for each hotel listed on Schedule A) will be prepared by the undersigned or their advisors.&nbsp; We acknowledge and agree 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.<br \/><br \/><\/li>\n<li>If Franchisor enters into a Franchise Agreement with the undersigned for a hotel listed on Schedule A, and the Effective Date of that Franchise Agreement does not occur on the first day of a Marriott accounting period, the undersigned may be responsible for all amounts due to Franchisor or its affiliates with respect to the hotel for the entire accounting period in which the Effective Date occurs, excluding royalty fees and marketing fund contributions.<\/li>\n<\/ol>\n<p>The undersigned, jointly and severally, hereby indemnifies and agrees to defend Franchisor and its affiliates and Franchisor&rsquo;s directors, officers, employees and agents and to hold them harmless from all losses, liabilities, costs, damages and expenses consequently, directly or indirectly incurred (including legal and accounting fees and expenses) 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 will 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.<br \/><br \/>The undersigned will immediately inform Franchisor of any material change in any information contained in the Application or if the undersigned learns that any representation or warranty is untrue as of the date such representation or warranty was made. If the undersigned is executing this Application on behalf of separate legal entities that have not yet been formed but will be controlled by the undersigned, the undersigned commits to provide all information and documentation related to such separate entities to Franchisor upon their formation and will immediately advise Franchisor of any changes in any information provided in Form 3 of this Application. The terms of this application letter will survive approval or rejection of the Application or failure to enter into a Franchise Agreement.<\/p>\n<p>This application letter will be governed by the law of the State of Maryland without reference to the conflict of laws principles thereof.<\/p>\n<p>This application letter may be executed in several counterparts, each of which will be deemed an original but which together will constitute one and the same instrument.<\/p>\n<p><\/p>\n<p><span style=\"color: #0000ff;\"><em><strong>This signature page must be printed, signed and returned to Franchisor along with the completed application and supporting documents.<\/strong><\/em><\/span><\/p>"}}