System. In no event shall Customer use the CR System to promote or book accommodations for any re-brand of the Property after the Term.

• E. Early Termination Fee. Customer will remain liable for all amounts due to Margaritaville under these CRS Terms of Use if these CRS Terms of Use are terminated early by Customer as permitted herein or by Margaritaville due to Customer's material breach. In the event these CRS Terms of Use are terminated prior to the expiration of any Term for any reason other than due to a material breach of the Agreement by Margaritaville, Customer agrees to pay a termination fee equal to the average of the monthly payments due under these CRS Terms of Use multiplied by the number of months remaining in the Term (less any Non-Implementation Fee paid).

8. Confirmation of Reservations, Honoring Reservations, Commissions and Customer Service Issues.

A. Margaritaville and the CRS Supplier will offer a Property's accommodations for bookings using the availability, rates and descriptive content supplied or entered into the CR System by Customer or the Property. The CRS Supplier will issue a confirmation for all reservation requests made through the CR System at the rates and availability entered or supplied by Customer or a Property. Customer agrees that it has the obligation to keep all Property information current, up-to-date and accurate in all databases and to keep the holder of a

• confirmed reservation (or his agent or representative) informed of any developments affecting the reservation.
• B. Except in the event of CR System errors attributable to Margaritaville or its CRS Supplier, to include any delay or breach of a Service Level Agreement or failure by Margaritaville or the CRS Supplier to reconcile Customer's PMS to the CR System, Customer understands and agrees with Margaritaville, to honor the confirmed reservation of the holder of a reservation confirmed on behalf of a Property through the CR System at the rate, terms and for the period of the stay so confirmed. Customer agrees that it will be responsible to obtain comparable accommodations, goods or services, at no greater cost, for any holder of a reservation for whom a booking has been confirmed and for whom no accommodations, goods and/or services are available upon the terms confirmed upon arrival. Customer also agrees to cover the reasonable expenses incurred by the guest in obtaining such accommodations and services. Margaritaville acknowledges and agrees that, to the extent any such discrepancy in availability is due to a failure of Margaritaville's or its CRS Supplier's interface or other breach of Margaritaville's or its CRS Supplier's obligations, Margaritaville shall be liable for the costs of such comparable accommodations and reasonable expenses.
• C. Subject to liability assumed by Margaritaville pursuant to the exclusions set forth in Section 8.B. above, Customer and the Property agree to indemnify and hold Margaritaville harmless from any liability in connection with Customer's or a Property's failure to honor a reservation that is confirmed through the CR System, or any costs a holder of such a reservation is improperly charged, and in the event Margaritaville or its CRS Supplier makes any payment to, or enters into settlement with, a holder of a reservation with respect to a claim that the Customer or a Property failed to provide accommodations, goods or services as confirmed through the CR System, or charged a holder of a reservation improperly.
• D. Commission payments on rates designated as commissionable should be paid by Customer within 30 days from guest departure. Customer is responsible for resolving all commission disputes directly with guests, travel agencies, GDS's, and other stakeholders.
• E. Customer will work with Customer Care to resolve customer service issues in an expeditious and timely manner. Margaritaville or its CRS Supplier may choose to pay travel agencies, guests, GDS's, or other stakeholders on cases that remain unresolved for more than 45 days. Subject to liability assumed by Margaritaville pursuant to the exclusions set forth in Section 8.B. above, Margaritaville will recoup any monies it or its CRS Supplier pays on behalf of Customer by adding the amount of such payment to Customer's subsequent invoice.
• F. If Customer fails to adhere to the above outlined procedures, its distribution may be restricted through one or multiple channels.

9. Proprietary Rights. The CRS Services may include proprietary services of the CRS Supplier, which are a part of the CR System and CRS Services.

Source: Item 23 — RECEIPTS (FDD pages 72–406)