What is the applicant acknowledging and agreeing to when submitting the application for a Delta Hotels By Marriott franchise?

t are the subject of the Application.

• (d) Applicant has legal control over the site for each hotel (to the extent specified above), as set forth in the Application, through fee ownership, leasehold, or a purchase contract.

• (e) Applicant has received a Franchise Disclosure Document for each brand under which Applicant seeks to operate a hotel, is familiar with the franchise system(s) under which Applicant seeks to operate hotels, and understands the requirements for each such system as described in each respective brand's Franchise Disclosure Document.

• (f) 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.

• (g) 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 Agreements (see the form agreements attached to the FDD).

• 1. Applicant acknowledges and agrees that:

• (a) Applicant is submitting this Application either as the person or entity that will sign one or more Agreements, or as the person or entity that will control the proposed franchisee or area developer for each hotel, as applicable.

• (b) 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.

• (c) 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.

• (d) An Application Fee will be paid to Franchisor via wire transfer no earlier than 10 business 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 an Agreement with Applicant until it receives full payment of the Application Fee.

  • (e) For each proposed hotel under this Application:
    • i For single-unit franchise agreements, 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.
    • ii If the application for a development agreement or a single-unit franchise agreement is approved, the application fee for the hotel will not be refunded.
    • iii MSB Only: 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). The grant of extension under a single unit franchise agreement will not constitute a waiver of Franchisor's rights under any Area Development Agreement.
    • iv If Applicant and Franchisor have not executed a franchise agreement for a hotel within sixty (60) days after an extension, Franchisor will have the right to withdraw its approval of the hotel.
    • v If the Application is approved for a hotel, such approval is conditioned on 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.

• (f) 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.

• (g) 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 executes 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.

• (h) 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.

Source: Item 23 — RECEIPTS (FDD pages 134–251)