According to Best Western, what happens if a member is cancelled?

• 1. Furthermore, if a Member resigns from the Membership (which it, he, or she may do at any time) or this Agreement is cancelled or terminated by Best Western, the following are immediately due and payable to Best Western:
  • a. Resignation, Cancellation or Termination: Upon a resignation, cancellation or termination, the Member shall pay to Best Western:
    • (i) Monthly Fees. The lesser of: (x) thirty-six (36) months of Monthly Fees (calculated as the Member's average Monthly Fees during the previous twelve (12) months (but if Monthly Fees have been owed to Best Western for less than twelve (12) months, the average of all prior months) multiplied by thirtysix (36)); or (y) Monthly Fees for the remainder of the Extended-Length Term or Renewal Term (calculated as the Member's average Monthly Fees during the previous twelve (12) months multiplied by the number of months remaining in the Extended-Length Term or Renewal Term); and
    • (ii) Goods and Services. The cost of all goods and services provided by or ordered through Best Western for which payment has not yet been received.
  • b. Continued Operation as a "Best Western" after Resignation, Cancellation or Termination: In the event that the Property continues to operate as a "Best Western" after resignation, cancellation or termination of this Agreement, in addition to the amount due as noted in paragraph F.4.a, the former Member shall pay full fees, dues, charges, and assessments as the former Member would have been required to pay if still a Member until the Property ceases operation as a "Best Western."
• 1. It is understood and agreed that the amounts described in section F.3 and F.4 are fixed as liquidated damages and not as penalties because of the difficulty of ascertaining the exact amount of damages that may be sustained by Best Western as a result of such resignation, cancellation, or termination. It is further understood and agreed that such amounts fixed as liquidated damages represent a reasonable amount considering the damages that Best Western will sustain from the Member resigning or this Agreement being cancelled or terminated.
• 1. The rights provided in this section F shall be exercised solely at the option of Best Western.

P. Best Interests of Best Western

Membership shall be subject to cancellation or termination in accordance with Best Western's Regulatory Documents when the continuation of this Membership would be contrary to the interests of Best Western, its affiliates, subsidiaries or Members, or the public image, goodwill or reputation of any such entity or the "Best Western" name and Best Western Identifying Marks. Such reasons include, by way of example only, conduct of an owner, lessee, Voting Member, or management staff that includes offensive, inappropriate, or discriminatory acts or speech.

Section 7. Cancellation or Termination; Exemptions; Automatic Transfers

• (A) Except as provided in Article II, Section 7(B) of these Bylaws, a Membership shall automatically terminate on the date of the occurrence of any one of the following events:
  • (1) The Best Western Property is leased or subleased;
  • (2) A lease of the Best Western Property terminates;
  • (3) If the Best Western Property is not leased, a change occurs of 50% or more of the equitable ownership of the Best Western Property within a 12-month period;
  • (4) A change occurs of 50% or more of the equitable ownership of a leasehold interest within a 12-month period;
  • (5) If the Best Western Property is not leased, a change occurs of 50% or more of the equitable ownership of the entity or entities owning the Best Western Property within a 12-month period;
  • (6) A change occurs of 50% or more of the equitable ownership of the entity or entities leasing the Best Western Property within a 12-month period.
  • (7) A term or condition is not met, after the Board, having provided the Member with an opportunity for a hearing, has found grounds exist for cancellation of the Membership and the Member has been granted a conditional extension in lieu of cancellation.
  • (8) A Member or Member with Conditions fails to maintain and provide proof of insurance coverage as required by the Rules and Regulations.
  • (9) A term or condition is not met by a Member whose Membership Application was approved by the Board with specific requirements and time frames for compliance prior to final approval of the Membership and has been advised that failure to meet any of these requirements will be grounds for automatic cancellation.

Except for the events specified in Paragraphs (A)(7), (8) and (9) of this Article II, Section 7, a Member may request an opportunity to be heard by submitting to the Board, in writing, at least 30 days prior to the effective date of the occurrence, the reasons,

in specific detail, why the automatic termination provisions are inapplicable and the termination should not occur. The Board in its sole discretion may request the Member appear in person and provide oral testimony. The Board shall have sole discretion to determine whether an event of automatic termination will or has occurred.

F. Rights and Duties Upon Resignation, Cancellation or Termination of Agreement/License

• 1. The license provided hereunder shall terminate immediately upon resignation of Member from the Membership or cancellation or termination of this Agreement. Within fifteen (15) days of resignation, cancellation or termination of the Agreement, the Property and Member shall cease use of and remove from public view all Best Western Identifying Marks (e.g. signs and logo'd items) and transfer to Best Western any domains containing any Best Western Identifying Marks (including, but not limited to, any domain names containing "best," "western," "bw," or any combination thereof). This prohibition includes any representation, directly or indirectly, that the Property was formerly affiliated with Best Western.
• 1. Furthermore, upon resignation, cancellation or termination, Member shall actively take such steps as may be necessary to cause the cessation of all advertising and distribution of promotional material, to include for the avoidance of doubt and without limitation, online material containing any Best Western Identifying Marks, and shall not use anything consisting of or incorporating any part of any Best Western Identifying Marks or which singularly or together are similar in spelling, sound, appearance or otherwise to any Best Western Identifying Mark. Pursuant to this section F, Member shall also take reasonable steps to notify all third-party advertisers marketing the Property, online or in other media, that the Property is no longer affiliated with Best Western. Reasonable steps shall include, but not be limited to, contacting third-party travel websites (e.g., Expedia, Travelocity, Orbitz, Priceline, and Hotwire) to ensure that those third parties cease the advertising and distribution of promotional material containing any Best Western Identifying Marks in connection with the Property. The Member's obligation with respect to correcting all advertising – whether the Member contracted for the advertising or otherwise – is a continuing obligation.
• 1. For each day that any Best Western Identifying Mark is used in connection with the Property, after fifteen (15) days following resignation, cancellation or termination of this Agreement, Best Western may elect to claim from Member daily damages in an amount equal to fifteen percent (15%) of the average of the Property's room rates per room per day multiplied by the total number of rooms. This amount is payable by Member whether or not Member

Source: Item 23 — Receipts (FDD pages 108–413)