文書

EX-10.2 3 mar-q32024xexx102.htm EX-10.2 文書

添付ファイル10.2

改訂と再記述

ライセンス、サービス、開発契約

両者の間に

マリオット · インターナショナル株式会社マリオット · ワールドワイド株式会社

そして

マリオットバケーションズワールドワイド株式会社

適用することができます

マリオット · バケーション · クラブ、シェラトン · バケーション · クラブ、ウェスタン · バケーション · クラブ、グランド · レジデンス · バイ · マリオット、特定のフラクション · プロジェクト、ライセンスされた非ブランド · プロジェクト

目次ページ

ページ


1. ライセンス			2
2. 排他性と留保権			4
2.1 [意図的に省略]			4
2.2 排他性；「ホライズンズ」および「グランドレジデンズ」の名称の使用；ライセンス提供者によるマリオット · バケーションの使用。			4
2.3 ライセンス提供者の権利。			7
2.4 ライセンス取得者の権利。			8
2.5 類似の事業ライン。			9
3. 手数料			10
6.調達；設計審査；建設、改造、リフォーム			10
6.1家具、固定装置、装置、用品、および標識を含む。			13
6.2%が設計レビューを通過します。			14
6.3.現場検査			15
6.4%を建設/改造/リフォーム用に使用します			15
7.健全な制度と基準の確立；集中サービス			15
7.1国のブランド基準が制定されている。			16
7.2%はブランド基準の修正に使用されます			16
7.3%は、指定されたサブアイテムに集中サービスを提供します			17
8.業務運営の強化			17
8.1%は経営プロジェクトおよびフランチャイズ業務を担当しています。			17
820万人の従業員がいます			18
8.3プロジェクトの管理と運営を強化する			18
8.4%顧客満足度システムと品質保証審査システムを構築しました			18
85%が非制御所有者協会が制御するプロジェクトである。			20
9.経営管理業務の制限と制限を強化する			21
9.1目的地クラブ単位および住宅単位の見積および販売、使用許可商業顧客情報を提供します。			22
92%は保有先クラブ単位、保有無ブランド目的地クラブ単位、および所有住宅単位の臨時賃貸料である			22
9.3%：他のブランド/ビジネスとの従属関係はありません			23
9.4%には、目的地クラブ事業および他のブランドで運営されている完全所有住宅事業が含まれています。			24
9.5 会員に提供されるサービスおよび製品、マーケティングおよび交換の手配。			25
9.6 プログラム、サービス、または特典の変更。			25
10. エレクトロニクスシステム			26
10.1 システムインストール。			26
10.2 予約システムです。			26
10.3 ライセンスで提供する電子システム。			26
11. ライセンス提供サービスとサポート			26
11.1 トレーニング。			27
11.2 その他サービス。			30
12. 修理 · メンテナンス			32
13. 商標 · 知的財産			32
13.1 ライセンスされた商標に関するライセンシーとライセンシーの声明と責任。			32


13.2 システムおよびライセンサーの知的財産権の使用。			32
13.3 その他の商標の使用権			33
13.4 ライセンス利用者のウェブサイトおよびモバイルアプリケーション。			34
13.5 クレジット · デビットカード。			34
13.6 ライセンスマークの使用。			34
13.7 特定の知的財産権のライセンシーへの譲渡。			37
13.8 ポートフォリオ名とマークの手数料と償還。			38
13.9 StarOptions マークの使用。			39
14. 機密情報；データ保護法			39
14.1 機密情報。			41
14.2 データ保護法、データセキュリティ。			41
15. 会計 · 報告			41
15.1 書籍、レコード、会計。			41
15.2 報告。			42
15.3 ライセンス取得者の記録の審査および監査。			43
16. 補償；補償に代わる貢献；および保険			43
16.1 補償。			43
16.2 免許者の保険要件。			45
16.4 保険の維持義務。			46
16.5 貢献。			46
17. 利権の譲渡可能性			48
17.1 ライセンス取得者による譲渡。			53
17.2 ライセンス提供者による譲渡。			53
17.3 宿泊競争相手への移転提案。			54
17.4 この契約における慰め手紙とセキュリティの利益。			55
18. 違反、デフォルト、および救済策			56
18.1 ライセンシープロジェクト、販売施設、およびメンバーサービスセンターレベルの違反、デフォルト、および救済。			57
18.2 ライセンス契約レベルのデフォルト。			57
18.3 ライセンスデフォルトです。			58
18.4 その他違反。			58
18.5 異常な出来事。			59
19. 終了後の義務；識別解除			59
19.1 プロジェクトの識別解除と終了後の義務。			59
19.2 契約解除および終了後の義務。			59
20. 法律の遵守、法的措置			60
20.1 法律の遵守。			61
20.2 法的措置に関するお知らせ。			61
20.3 EU 競争法の遵守。			65
21. 当事者の関係			67
21.1 合理的なビジネス判断。			67

iii


21.2 独立請負業者。			67
22. 統治法；差し止め救済；執行の費用；仲裁；そして専門家の解決			67
22.1 準拠地、会場。			68
22.2 差し止め救済。			68
22.3 執行のコスト。			68
22.4 仲裁。			69
22.5. 専門家の決断。			69
22.6 陪審裁判と懲罰的損害賠償金の免除。			73
23. お知らせ			77
23.1 お知らせ。			79
24. 建設と断続性；承認、同意および放棄；契約全体			80
24.1 建設と分離性。			80
24.2 承認、同意および免除。			80
24.3 完全合意。			83
24.4 修正。			84
25. 声明、保証および契約			84
25.1 存在と権力；認可；違反。			85
25.2 既存の契約における領土制限に関する承認と表明。			85
26. MISCELLANEOUS			85
26.1 翻訳。			85
26.2 複数のカウンターパート。			86
27. ライセンサーが管理するプロジェクト			86
27.1 本契約の規定は、ライセンシーが管理するプロジェクトに適用されない。			86
27.2 本契約の規定は、ライセンス提供者が管理するプロジェクトに関して変更されます。			86
27.3 本契約の規定は、非ライセンス提供者管理プロジェクトおよびライセンス提供者管理プロジェクトに適用されます。			87
28. 保証です。			87
28.1 保証。			88
28.2 保証人の免除。			89
28.3 保証者の最大責任。			89
添付ファイルA--定義			89
EXHIBIt b — 既存プロジェクト			90
展示会 C — マネジメント会社概要			90
EXHIBIT D — 営業申告書の形式			91
EXHIBIT E — アフィリエイトサブライセンス契約書			91
展示品 F — 販売 · マーケティング · 関連サービスに関する非関連会社とのサブライセンス契約に含める条項			91
EXHIBIT G — デザインレビュー補足			92
展示 H — ライセンシーが暫定レンタルに関与していない既存のプロジェクト			92
展示会 I — 既存のゴルフ施設			92
EXHIBIT J — 許可されたライセンシーアフィリエイト名			92
EXHIBIt k — 新しいプロジェクトアプリケーション			92
EXHIBIT L — 購入者情報開示			93
EXHIBIt m — 追加のライセンス商標			93


ライセンス、サービス、および開発契約の修正および再修正			93
この変更および再開されたライセンス、サービス、および開発契約（「			93
許可協定			95
“または”			95
協議			95
2024 年 9 月 20 日に執行される（「			96
執行期日			96

)は、2024年1月1日から施行される(

発効日

“米国デラウェア州のマリオット国際有限公司(

メリーランド州のマリオット国際会社(

MWC

“)(MIIとMWCは本稿では総称して”と呼ぶ

ライセンス

デラウェア州のマリオット·リゾート·グローバル社(

被許可者

リサイタル

A.ライセンス者は、商標およびシステムの使用および再許可を有するか、または使用する権利がある。

B.分割取引(定義は以下文参照)前に、被許可側は情報産業部の全資付属会社であり、共同経営会社を通じて1984年から許可側と/又はその連属会社と許可側の間の会社間の手配に基づいて、商標及びシステム開発、販売、マーケティング、運営及び融資先クラブプロジェクト及び住宅プロジェクトを許可し、それによって目的地クラブ業務及び全額所有住宅業務を経営する。

C.“分離·分配プロトコル”(以下，“プロトコル”と略す)により被許可者が剥離することによる損失

分譲取引

)は、被許可者はもはや情報産業部の完全子会社ではなく、独立した実体であるD.ライセンス者および許可者は、2011年11月19日に署名された“マリオットプロジェクト許可、サービス、開発協定”(改訂)の締約国であるMVWライセンスプロトコル原本)に基づいて、ライセンス者側は、MVWライセンス契約の条項及び条件に従って経営許可業務を許可する権利を許可者に付与する(MVW目的地クラブ業務タイトル：社長セクション 28 の保証の目的のためだけにマリオットオーナーシップリゾート株式会社作者：MII/ s / ブライアンミラー（シール）名前：ブライアン · ミラータイトル：社長合併 · 統合Vistana ライセンス契約の下記署名当事者は、（a） Vistana ライセンス契約が本契約に統合され、すべての目的において本契約に完全に置き換えられ、 Vistana ライセンス契約は、発効日以降の期間に関してこれ以上の効力を有しないことをここに認め、同意します。（ b ）ライセンシーまたはライセンシーのいずれかの子会社である下記署名者は、今後本契約の署名者ではありません。 ”).

スターウッドホテルズ & リゾートズワールドワイド， LLC

作者：

/ s / ティモシー · グリシウス

（シール）名前：ティモシー · グリシウスタイトル：中国公式ライセンス署名者

ILG， LLC作者：/ s / Jason P. Marino （シール）”).

名前：ジェイソン · P · マリーノ役職：副社長社長株式会社ヴィスタナシグネチャーエクスペリエンツ作者：/ s / ブライアンミラー（封印）名前：ブライアンミラータイトル：社長”).

添付ファイルA定義する本契約で使用される場合、以下の用語は示される意味を持つ。

AAA のルール

」は、第 22.4 節に記載されている。

会計期

」は、暦年における 12 （ 12 ）カレンダー月のいずれか、またはライセンシーがライセンシー事業に関して随時実施する会計期間と一致するその他の期間を意味します。対象サービス」と第 11.2 項に記載されている。

付属会社「いかなる人に対しても、直接（または 1 つ以上の仲介者を通じて間接的に）管理、管理、またはそのような人と共同管理下にある人を意味します。.

合意された領土保護

株式会社

ホテル、オートグラフコレクション

レジデンス，ブルガリ

株式会社

ホテル & リゾート，シティエクスプレスバイマリオット， Courtyard

株式会社

マリオットホテル、デルタホテル

株式会社

マリオットデザインホテルズ

株式会社

、エディション

株式会社

ホテル、エディション

株式会社

レジデンス，エレメント

株式会社

ホテル，エレメントレジデンス，フェアフィールドバイマリオット

株式会社

ホテル， Fairfield Inn

株式会社

マリオットホテル、フェアフィールドイン & スイーツ

株式会社

by マリオットホテル，フォーポイント

株式会社

シェラトンホテル，ゲイロード株式会社ホテル、ホームズ & ヴィラ by マリオット · インターナショナル株式会社JW マリオット

(i) 株式会社ホテル， JW マリオット株式会社ホテル & リゾート JW マリオットマーキス

(ii) ホテル， JW マリオット株式会社

レジデンス，ルメリディアン

株式会社

ホテル & リゾート，ルメリディアン

SM レジデンス，ルロイヤルメリディアンSM

マリオット · ボンボイ株式会社マリオット株式会社カンファレンスセンター，マリオットエグゼクティブアパートメンツ

株式会社

マリオット，

株式会社

ホテル，マリオット

株式会社

ホテル & カンファレンスセンター，マリオット株式会社

ホテル & リゾート，マリオットマーキス

株式会社

ホテル，マリオットレジデンス

，マリオットリゾート

株式会社

，マリオットスイーツ

株式会社

ホテル， Moxy

株式会社

ホテル、 Moxy Residences 、 Protea ホテル

株式会社

by Marriott， Protea Hotel Fire & Ice！

ルネサンス、

株式会社

クラブスポーツ

株式会社ホテル，ルネッサンス

株式会社

ホテル、ルネサンス · レジデンスSM

レジデンスイン

株式会社

マリオットホテルズ，リッツカールトン

株式会社ホテル & リゾート，リッツカールトンリザーブ

株式会社

ザ · レジデンズ · アット · ザ · リッツカールトン

ザ · リッツカールトン · レジデンス

株式会社

ザ · リッツカールトンヨットコレクションSMシェラトン

株式会社

ホテル & リゾート，シェラトングランド

ホテル & リゾート，シェラトン

株式会社

レジデンス，スプリングヒルスイーツ

株式会社

マリオットホテルズ，セントレジス株式会社

ホテル、リゾート、スイート、セントレジスレジデンス

株式会社

セントレジスレジデンスクラブ

株式会社

ザ · ラグジュアリー · コレクション

株式会社

ホテル，

資料 A—13 ページ

リゾート & スイート，ザラグジュアリーコレクションレジデンスクラブ

株式会社

トリビュートポートフォリオ

ホテル & リゾート，トリビュートポートフォリオ

レジデンス、タウンプレイススイーツ

株式会社

by Marriott hotels， W

株式会社

ホテル、 W レジデンス

株式会社

ウェスティン

合併書契約

」と D 項に記載されています。メンバー”).

「（i）タイムシェア、分数、または間隔の所有権、使用権、または目的地クラブユニットを使用するその他の権利の所有者、または（ii）住宅ユニットにおける利益の所有者を意味します。

メンバーサービスセンター

」とは、ライセンシーが会員に、ライセンシー · デスティネーション · クラブ製品の利用および利益の享受に関するオフサイトサービスを提供する施設を意味します。最低顧客満足度スコア

」とは、顧客満足度システムの下で顧客満足度のためにプロジェクトが満たし、維持する必要がある最低スコアを意味します。修正された第三者リスト

「 9.1 節に記載されている意味があります。

MVW Destination Club ビジネス

」と D 項に記載されている。 MVC 部分”).

「基本ロイヤリティ」の定義に記載されている意味があります。

交渉機会のお知らせ」は、 5.4.A および 5.6 に記載されている意味を持つ。新規ライセンスプログラム

」と第 9.5 節 B に記載されている。

資料 A— 15 ページ

新規プロジェクト申請

株式会社

ホテル、リゾートとスイートルームです。分譲取引“リサイタルCで定義する.喜達屋“独奏曲Eで定義されています。

StarOptionsタグ“StarOptions”の名前と表記を指す。系統

予約システムおよび他の電子システム、ブランドロイヤルティ計画、トレーニング計画、許可側ウェブサイトおよび広告計画を含む、許可側またはその関連側が許可業務およびプロジェクトの運営のために開発、指定または許可するブランド基準、許可側知的財産権および他の独特の、顕著な要素または特徴を指し、7.2節に従って修正、修正、または補充することができる。このシステムは許可された側のいかなる知的財産権も含まない。

システム削除プロトコル“は18.1.A(Ii)節で述べた意味を持つ.税収分担と賠償協定マリオット国際会社とマリオットリゾートグローバル会社との間で剥離取引について達成された税収共有と賠償協定を指す。税金.税金

“は、任意の連邦、国、州、省、地方、または他の税務機関を含む任意の政府主管機関が徴収または評価するすべての税務項目(任意の販売税、毛収入、付加価値税または貨物およびサービス税を含む)、課税、課金、徴収、印紙税または他の関税、費用、控除、控除、または他の支払いを意味する。

用語.用語

“ある場合には、初期条項と拡張条項を指します。

領土.領土

“世界全体という意味だ

住宅.住宅

グランドレジデンス · バイ · マリオット — メイフェア · ロンドン

47 Park Street ，ロンドンイングランド W 0.1万 7 Eb イギリス MGRC Management Limited

目的地クラブマリオットアルーバオーシャンクラブLG スミス大通り # 99

パームビーチ，アルバ

マリオット · リゾーツ · ホスピタリティ · オブ · アルーバ

目的地クラブ

マリオット Aruba Surf Club

103 L. G 。スミス大通りパームビーチ，アルバ

コスタ · デル · ソル開発会社目的地クラブマリオットバリヌサドゥアガーデンズ

Jl.Nusa Dua Selatan ， Lot SW—1，ヌサドゥア

バリ，インドネシア 80363PT インドネシア MOC サービス (“目的地クラブマリオットバリヌサドゥアテラス

Kawasan Pariwisata ITDC Lot SW 4 — 5， Nusa Dua， 80363，インドネシア

PT インドネシア MOC サービス目的地クラブマリオットバロニービーチクラブ 5 グラスローーン · アベニューヒルトンヘッドアイランド， S.カロライナ 29928

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットビーチプレイスタワーズ

21 サウスフォートローダーデールビーチ大通り

フォートローダーデール，フロリダ 33316

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットキャニオンヴィラズ

5220 E 。マリオット · ドライブ

アリゾナ州フェニックス 85054マリオットリゾートホスピタリティコーポレーション目的地クラブマリオットグランドシャトー東ハーモン · アベニュー 75 番地

ラスベガス，ネバダ州 89109

マリオットリゾートホスピタリティコーポレーション

目的地クラブマリオットグランデオーシャンサウスフォレストビーチドライブ 51

ヒルトンヘッド、 S 。カロライナ 29928マリオットリゾートホスピタリティコーポレーション目的地クラブ

マリオットグランデビスタ

5925 Avenida Vista

オーランド，フロリダ 32821マリオットリゾートホスピタリティコーポレーション目的地クラブ

マリオットハーバーレイクグランドホライズンズ大通り 7102オーランド，フロリダ 32821

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットハーバークラブ

ライトハウス路 144 号ヒルトンヘッドアイランド、 S 。カロライナ 29928マリオットリゾートホスピタリティコーポレーション目的地クラブ資料 b—1— ページ 1

承認済プロジェクト名

プロジェクトの住所

プロジェクトオペレーター

目的地クラブおよび / またはレジデンシャル

マリオットハーバーポイント

シェルターコーブレーン 4

ヒルトンヘッドアイランド、 S 。カロライナ 29928マリオットリゾートホスピタリティコーポレーション目的地クラブ

マリオットヘリテージクラブ

ライトハウス路 18 号

ヒルトンヘッドアイランド、 S 。カロライナ 29928

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットインペリアルパームヴィラズ

8404 休暇の道

フロリダ州オーランド 32821

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットカウアイビーチクラブ

カラパキビーチライスストリート 3610 号

Lihue， Kauai，ハワイ 96766

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットカウアイラグーンズ

ホロカウェルウェイ 3325

Lihue， Kauai，ハワイ 96766

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットコオリーナビーチクラブ

92 — 161 ワイパヘ · プレイス

Kapolei，オアフ，ハワイ 96707

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオット · レイクショア · リザーブ 11715 レイクショア · リザーブドライブオーランドフロリダ 32837

マリオットリゾートホスピタリティコーポレーション

Destination Club

マリオットレジェンドズエッジベイポイント Marriott 's Legends Edge at Bay Point4000 マリオット · ドライブパナマシティビーチ，フロリダ州 32408マリオットリゾートホスピタリティコーポレーション目的地クラブ

マリオットマイカオリゾート — プーケット

234 マイカオタラン

テプササトリ通りプーケット， 83110 タイ MVCI アジア太平洋 PTE 。限定

目的地クラブ

マリオット · マナー · クラブ · アット · フォード · コロニー

101 セントアンドリュースドライブ

ウィリアムズバーグ，バージニア 23188

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットマルベラビーチリゾート

クルタ。カディス， Km 193

Urb 。マルベッヤ · デル · エステ

マルベラ，マラガ 29604 スペイン

MVCI マネジメント S. L.

Destination Club

マリオットマウイオーシャンクラブ — モロカイ、マウイ & ラナイタワーズマリオットマウイオーシャンクラブ — ラハイナ & ナピリタワーズ100 ノヘアカイドライブLahaina ， Maui ，ハワイ 96761.

マリオット · リゾート · ホスピタリティ · コーポレーション目的地クラブマリオット · バケーション · クラブ、メイフラワー、ワシントン D. C.1127 Connecticut Avenue NW ，ワシントン D. C. 2003 6マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットモナーク · アット · シー · パインズ

91 ノースシーパインスドライブ

ヒルトンヘッドアイランド、 S 。カロライナ州 29928マリオットリゾートホスピタリティコーポレーションDestination Club

マリオットズマウンテンサイド

1305 ローウェル · アベニュー

パークシティ，ユタ 84060

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットマウンテンバレーロッジ Marriott 's Mountain Valley Lodge

コロンバイン通り 655 番

ブレッケンリッジ，コロラド州 80424

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットニューポートコーストヴィラ23000 ニューポートコーストドライブニューポートコースト，カリフォルニア州 9265 7

マリオットリゾートホスピタリティコーポレーション目的地クラブマリオット · バケーション · クラブ，ニューヨーク

西 33 番 37

これは…。

ストリートニューヨーク，ニューヨーク 100 18マリオットリゾートホスピタリティコーポレーション目的地クラブマリオット · オセアナ · パームズ

3200 ノースオーシャンドライブフロリダ州リビエラビーチ 33404マリオットリゾートホスピタリティコーポレーション

目的地クラブマリオットオーシャンポイントオーシャン · アベニュー 71 番地

パームビーチショアーズ，フロリダ 33404マリオットリゾートホスピタリティコーポレーション目的地クラブ

マリオットオーシャンウォッチヴィラズアットグランデデューンズ a / k / a / マリオットオーシャンウォッチヴィラズ

コスタベルデドライブ 8500

マートルビーチ，サウスカロライナ州 29572マリオットリゾートホスピタリティコーポレーション目的地クラブ

マリオットプーケットビーチクラブ

マリオットサバルパームズ

8404 休暇の道

オーランド，フロリダ 32821

マリオットリゾートホスピタリティコーポレーションDestination Clubマリオットシャドウリッジ I—The Villagesマリオットシャドウリッジ II—The Enclavesシャドウリッジロード 9003

パーム砂漠，カリフォルニア州 92211

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットセントクリストファービーチクラブ

フリゲートベイ路 858 号

フリゲート湾，セントクリストファー · ネイビス

MVCI セントキッツ株式会社目的地クラブマリオット · ストリームサイド · アット · ヴェイル，バーチ

2284 サウスフロントテージロードウエスト

コロラド州ヴェイル 8165 7

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオット · ストリームサイド · アット · ヴェイルダグラス

2284 サウスフロントテージロードウエスト

コロラド州ヴェイル 8165 7

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオット · ストリームサイド · アット · ヴェイル Evergreen

2284 サウスフロントテージロード西

コロラド州ヴェイル 81657

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットサミットを見る

メインストリート 780 番

パークシティ，ユタ 84060

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットサンセット · ポインテ

シェルターコーブレーン 4

ヒルトンヘッドアイランド、 S 。カロライナ 29928

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットサーフウォッチ

10 SurfWatch 方法

ヒルトンヘッドアイランド、 S 。カロライナ州 29928

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットティンバーロッジ

4100 レイクタホ大通り

カリフォルニア州サウスレイクタホ 96150

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオット · バケーションクラブ · アット · サーファーズ · パラダイス

158 フェニー · アベニューSurfers Paradise QLD，オーストラリア 4217MVCI オーストラリア Pty Ltd目的地クラブマリオット · バケーションクラブ · アット · エンパイアプレイスナラディワス · ラジャナガリンドラ路 88 号Sathorn Yannawa， 10120，タイ

MVCI アジア太平洋 PTE 。限定

目的地クラブマリオット · バケーションクラブ · アット · ロス · スエニョスヘラドゥラ入り口の西 800 メートル

ヘラドゥラ 028 — 4023，コスタリカ

管理会社 — MVC LS コスタリカ、リミタダ。

Destination Club

マリオットバケーションクラブ，サンディエゴ

701 A 通り、 A 通り

サンディエゴ， CA 9210 1

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオット · バケーション · クラブ，サンフランシスコ

2620 Jones Street ，サンフランシスコ，カリフォルニア州 94133

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

マリオットバケーションクラブ，サウスビーチ

410 Ocean Dr. マイアミビーチ，フロリダ 33139

マリオットリゾートホスピタリティコーポレーション目的地クラブマリオット · ヴィレッジ · ド · フランスAllee de l ’ Orme Rond Bailly—Romainvilliers， 77700 フランス MVCI Holidays France， S. A.S.

目的地クラブ

マリオット · ヴィラズ · アット · ドラル

4101 NW 87 番街

フロリダ州マイアミ 33178マリオットリゾートホスピタリティコーポレーションDestination Club

マリオットワイコロアオーシャンクラブ Marriott 's Waikoloa Ocean Club

69 — 275 Waikoloa Beach Drive， Waikoloa Village，ハワイ， 96738

マリオットリゾートホスピタリティコーポレーション

目的地クラブ

ワイオハイビーチクラブマリオット

ポイプ路 2249 号

〒 96756 ハワイ州コロラ · カアイマリオットリゾートホスピタリティコーポレーション,” “目的地クラブマリオットウィロウリッジロッジ

グリーンマウンテンドライブ 2929

ブランソン，ミズーリ州 65616マリオットリゾートホスピタリティコーポレーション目的地クラブシェラトンビスタナリゾート8800 ヴィスタナセンタードライブオーランド，フロリダ 32821.

株式会社ヴィスタナマネジメント

目的地クラブ

シェラトンヴィスタナビレッジズ

12401 インターナショナルドライブオーランド，フロリダ 32821株式会社ヴィスタナマネジメント

目的地クラブ資料 b—3 ページ承認済プロジェクト名

プロジェクトの住所

プロジェクトオペレータ

目的地クラブおよび / またはレジデンシャル

シェラトン PGA バケーション · リゾート

8702 チャンピオンズウェイ

ポートセントルーシー，フロリダ州 34986

株式会社ヴィスタナハワイマネジメント

Destination Club

ウェスティンラグナマーオーシャンリゾートヴィラ & スパ

カンクン，メキシコ

カンクン · ツーリスティカ S 。デ · R · L C. V.目的地クラブ, ウェスティンロスカボスリゾートヴィラ & スパ, ロス · カボス，メキシコホテルス · カボス K 22.5 S 。デ · R · Lデ · C · V目的地クラブウェスティンロスカボスリゾートヴィラ — バハポイント

ロス · カボス，メキシコ

ホテルス · カボス K 22.5 S 。デ · R · Lデ · C · V目的地クラブ

ウェスティンセントジョンリゾートヴィラズ300 0 億チョコレートホールグレート · クルーズ · ベイ，セントジョン， 00830

アメリカ領ヴァージン諸島

ウェスティンバケーションマネジメント株式会社

目的地クラブ

シェラトンブロードウェイリゾート 330 1 ロバート · M 。グリッサムパークウェイマートルビーチ，サウスカロライナ州 29577株式会社ビスタナ Mb マネジメント

目的地クラブ

ウェスティンミッションヒルズリゾートヴィラ

71777 ディーナ · ショア博士ランチョ · ミラージュ，カリフォルニア 92270

ヴィスタナカリフォルニアマネジメント株式会社

目的地クラブ

The Westin Desert Willow Villas，パーム砂漠

75 Willow Ridge，パーム砂漠，カリフォルニア州 9226 0

ヴィスタナカリフォルニアマネジメント株式会社

目的地クラブウェスティン · キーアランドヴィラズ15620 Northgate Club Drive ，スコッツデール，アリゾナ州 85254

ヴィスタナアリゾナマネジメント株式会社目的地クラブシェラトン砂漠オアシス

ヘイデン路 17700 号

スコッツデール，アリゾナ州 85255

Vistana Scottsdale Management， Inc.

目的地クラブ

シェラトンマウンテンビスタ

160 West Beaver Creek Blvd

コロラド州エイボン 81620

株式会社ビスタナコロラドマネジメント

目的地クラブ

ウェスティンリバーフロントマウンテンヴィラズ

218 リバーフロント · レーン

コロラド州エイボン 81620

株式会社ヴィスタナマネジメント

目的地クラブシェラトンレイクサイドテラスヴィラズアットマウンテンビスタレイクストリート 173 番

コロラド州エイボン 81620

Points of Colorado， Inc.

目的地クラブ

シェラトン蒸気ボートリゾートヴィラ2200 ビレッジインコートステーボートスプリングス，コロラド州 80487

株式会社ヴィスタナマネジメント（ヴィラとイーストタワー）

株式会社ビスタナコロラドマネジメント(Westタワー）目的地クラブThe St. Regis Residence Club，ニューヨーク

2 東 55

これは…。

ストリート · アット · フィフス · アベニューニューヨーク、ニューヨーク10022St. Regis New York Management， Inc.

Destination Club

The St. Regis Residence Club，アスペン

315 E Dean Street

コロラド州アスペン 81611

セントレジスコロラドマネジメント株式会社

目的地クラブ

The Phoenician Residences， The Luxury Collection Residence Club ザ · フェニシアン · レジデンス

アリゾナ州スコッツデール

株式会社ヴィスタナマネジメント

目的地クラブ

マリオットバケーションクラブ，ワイキキ

2080 カラカウア · アベニュー

ホノルル，ハワイ 96815

マリオットリゾートホスピタリティコーポレーション

目的地クラブ[チャールストンプロジェクト — 名称未定]235 イーストベイストリートチャールストン、 SC 29401マリオットリゾートホスピタリティコーポレーション

Destination Club

WVC サバンナプロジェクト — 名前待定

200 East St. Julian Street ，サバンナ， GA

MVC ナッシュビルプロジェクト — 名前待定

1213 Grundy Street ，ナッシュビル，テネシー資料 b—4 ページ,

承認済プロジェクト名

プロジェクトの住所

プロジェクトオペレーター

目的地クラブおよび / またはレジデンシャル

MVC カオラック — 名前 TBD

Khao Lak，パンニャ，タイ 82220

マリオットバリヌサドゥアテラス（ “Enclave ” ） — 名前未定

Nusa Dua，バリ島，インドネシア 80363

* 疑いを避けるため、本施行日現在、ハーバーサイドリゾートアトランティスとヴィスタナビーチクラブは、ライセンスされた非ブランドプロジェクトのみです（ライセンスされた非ブランドプロジェクトは、「既存プロジェクト」または「ライセンスされたデスティネーションクラブプロジェクト」の定義には含まれません）。

付録 b— ページ 5

EXHIBIt b—1 — 未開発小包

プロジェクト / アセット

販売される在庫

Canyon Villas，フェニックス， AZ

フェーズ 7

Club Son Antem，マヨルカ島

将来の段階の小区画

Fairway Villas，ニュージャージーシービューパーセルズ

（オリジナル MVCI 小区）

住宅.住宅

· ハウスロット（0.69 エーカー）

· ゴルフ用地（ 0.58 エーカー）

· リッジウッドの新しいロット（ 5.82 エーカー）

· シービューの新しいロット（ 3.44 エーカー）

· 住宅（ 45.67 エーカー）

· コム · カーブアウト（ 5.0 エーカー）

タイムシェア

レイクショア · リザーブ（グランド · レイクス）、オーランド、フロリダ州

フェーズ 2，3，4，5 & 6

Playa Andaluza，スペイン

将来の段階の小区画

シャドウリッジ II，パーム砂漠， CA

フェーズ 9A 、 90億、 10A 、 100億、 11 、 12 、 14 、 13A 、 13B

資料 b—1 — ページ 1

プロジェクト / 資産

販売される在庫

セント · トーマス · セクエル、カブリタ · ポイント、 USVI

住宅用地

ロット

ウィロウリッジロッジ， MO

G 、 F 、 H & I （計画 194 戸）、 B & C 棟用地

シェラトン PGA バケーション · リゾート

20 エーカー

ウェスティンセントジョンリゾート

7 エーカー & 未来フェーズシェラトン · ブロードウェイ 5.5エーカー投稿者： _____________________ （封印）名前： _____________________________

タイトル： _____________________________

経営会社：

【経営会社】

投稿者： _____________________ （シール）

名前： _____________________________

タイトル： _____________________________

資料 C— ページ 6

付属品D

営業申告書の形式

資料 D— ページ 1

添付ファイルE

アフィリエイトサブライセンス契約

本アフィリエイトサブライセンス契約（本契約

「サブライセンス契約」

）は ________ のこの _____ 日に入ります， 2 ____ ，（

“発効日”

）デラウェア州法人マリオット · バケーションズ · ワールドワイド · コーポレーション（

「 MVWC 」

2. 審査 · 承認プロセス：

物流

投稿

プロジェクト情報

2. ID — 1

デザインナラティブ3. ARCH—2 & ID—2.

回路図デザイン — 30% 建築 · インテリアデザイン

4. ARCH—3 & ID—3

デザイン開発 — 60% 建築 & インテリアデザイン

5. ARCH—4 & ID—4

建設文書 — 90% 建築 & インテリアデザイン

6. ARCH — 5

火災 & 生命安全ショップの図面

7. ARCH—6 & ID—6

外部サイネージ & インテリアサイネージ

3. モデルルーム / モックアップレビュー：

サイト訪問

4. プロジェクトステータス：

資料 A ～資料 G — ページ 1

ライセンス取得者は求める

資料 A ～資料 G — ページ 3

すべての適用法の適用と遵守に関する助言を行う独立した法律顧問。

マリオット · インターナショナル（ Marriott International ， Inc. ）全著作権所有。

1. スタート

キックオフ / 没入

目的：

MVW と MI プロジェクトの特定のチームメンバーとのプロジェクトを開始する。 Mi ブランド / GDA 情報と MVW プロジェクト情報を提供。成果物：

MVW より（ PDF ドキュメント）a ）該当する場合：既存または提案されたプロジェクトの文書と画像。マリオットグローバルデザインより（ PDF ドキュメント）b）キックオフデッキ、ウェルカムパッケージメモ：

フォーマルから異なる Kick—Off Meeting

to a

キックオフ

プロジェクトの性質に応じて呼び出し、情報の転送を開始します。

2. 審査 · 承認プロセス記録保持の目的で、マリオットグローバルデザインは、プロパティチームが MVW から受け取る文書および FF & E 仕様書の SEt の記録を受け取ります。

成果物： MVW より（ PDF ドキュメント）

a ）ファイル用の図面セットを記録します。

b） FF & E 仕様書マニュアルをファイルに記録します。

開ける

目的：

マリオット · グローバル · デザインの 10 日間の現地訪問中に不完全であることが判明したすべての観察は、開業前に完了する必要がある項目または合意された完了期間で開業後に完了できる項目として特定されます。

成果物：

MVW から（ PDF ドキュメント）：

a ） NA

マリオットグローバルデザインより（ PDF ドキュメント）：

a ）マリオット · グローバル · デザインのスコープ内のすべてのアイテムを、必要な完了期間とともに特定する 10 日間のサイト訪問レポート。

資料 A ～資料 G—13 ページ

添付ファイルB

至れり尽くせり

デザインレビュー付録

【リノベーションの設計審査プロセス】

グローバルデザインアメリカ

MVW / GDA 改修プロセス

MVW 開発

発行日： 2021 年 3 月 31 日

1. 開始：

Kick—Off / Immersion ミーティング

2. 審査 · 承認プロセス：

物流

投稿プロジェクト情報

2. ID — 1

デザインナラティブ 3. ID—3

デザイン開発 — 60% インテリアデザイン

4. ID—4

建設書類 — 90% インテリアデザイン

5. ARCH—6 & ID—6

外部サイネージ & インテリアサイネージ（該当する場合）

モデルルーム / モックアップレビュー：

サイト訪問

4. プロジェクトステータス：

月次報告

ライセンシーは、すべての適用法の適用および遵守に関する助言について独立した法律顧問に相談してください。

マリオット · インターナショナル（ Marriott International， Inc. ）全著作権所有。

7. スタート

キックオフ / 浸漬

目的：

資料 b ～資料 G—3 ページ

MVW と MI プロジェクトの特定のチームメンバーとのプロジェクトを開始する。 Mi ブランド / GDA 情報と MVW プロジェクト情報を提供。

成果物：

MVW より（ PDF ドキュメント）

a ）該当する場合：既存または提案されたプロジェクトの文書と画像。

マリオットグローバルデザインより（ PDF ドキュメント）

b）キックオフデッキ、ウェルカムパッケージ

備考

フォーマルから異なる

Kick—Off Meeting

to a キックオフ

プロジェクトの性質に応じて呼び出し、情報の転送を開始します。

8. 審査 · 承認プロセス

物流

MVW から（ PDF ドキュメント）

a ）上記で示した必要なサイト訪問につながる毎月の建設状況レポート。

マリオット · グローバル · デザインより（ PDF 文書）

b）マリオット · グローバル · デザインは、 5 営業日以内に正式なサイト訪問レポートを発行します。

12. プロジェクト完成

クローズアウト

目的：

記録保持の目的で、マリオットグローバルデザインは、プロパティチームが MVW から受け取る文書および FF & E 仕様書の SEt の記録を受け取ります。

成果物：

MVW より（ PDF ドキュメント）

c ）ファイル用の図面セットを記録します。

d ） FF & E 仕様書マニュアルをファイルに記録します。

資料 b ～資料 G—10 ページ

添付ファイルC

至れり尽くせり

デザインレビュー付録

テクニカルサービス料金

レビューカテゴリー

テクニカルサービス料金

新規事業（既存建物の転換を含む）

· 選択的な作業 — 塗料、ビニール壁カバー、および単一の再裏張りアイテム

· 家のスペースの改修と改修の背面

· セカンダリスペースの改修 · 改修（例：キッズクラブ、フィットネスセンター、多目的室、セールスギャラリーインテリア）

以前に承認された設計スキームのプロジェクトの次の段階での継続

資料 G — ページ 1

添付ファイルH

ライセンシーが暫定レンタルに関与していない既存プロジェクト

仮賃貸事業を行う意思をライセンシーに通知していない既存事業について

プロジェクト名称

安置する

なし

仮賃貸事業を行う意思をライセンシーに通知した既存事業

プロジェクト名

安置する

マリオット · バケーション · クラブ · アット · エンパイアプレイス

（タイ、バンコク）

展示物 H— 単一ページ

証拠品一

既存のゴルフ施設

施設名称

安置する

マリオットグランドビスタゴルフクラブ

（フロリダ州オーランド）

マリオットシャドウリッジゴルフクラブ

(Palmカリフォルニア州砂漠）

マリオットソンアンテムゴルフクラブ

（スペイン · マヨルカ島）

マリオットゴルフアカデミー

（フロリダ州オーランド）

資料 I — 単一ページ

添付ファイルJ許可されたライセンシーアフィリエイトの名前付属会社司法管轄権があります組織するアメリカ合衆国関連会社マリオットカウアイオーナーシップリゾーツ株式会社

デラウェア州

マリオット · バケーション · クラブ · インターナショナルの名前でも事業を行っている。

マリオット海外オーナーサービス株式会社

マリオット · バケーションズ · ワールドワイド株式会社

デラウェア州

マリオット砂漠スプリングス開発株式会社

デラウェア州

アメリカ合衆国以外の関連企業

マリオットオーナーシップリゾート（バハマ）リミテッド

バハマ

マリオット · リゾーツ · ホスピタリティ（バハマ） Ltd.

バハマ

マリオットバケーションクラブタイムズシェアリング GmbH

オーストリア

マリオット · リゾーツ · ホスピタリティ · オブ · アルーバ

アルバ島

マリオットオーナーシップリゾート（セントトーマス）

ヴァージン諸島 —US

マリオット · バケーション · クラブ · インターナショナル · オブ · アルバ N. V.アルバマリオット · バケーション · クラブ · インターナショナル · オブ · ジャパン株式会社

日本語

Promociones Marriott S. A. C. V.

施行日から本契約の満了または終了の日まで

V istana Sign ature Network の内部交換プログラムにおけるポイント名として使用するため

資料 m - ページ 1

G. Any arbitration proceeding under this Agreement will be conducted on an individual (not a class-wide) basis and will not be consolidated with any other arbitration proceedings to which Licensor is a party, except as specified below. No decision on any matter in any other arbitration proceeding in which Licensor is a party will prevent any party to the arbitration proceeding from submitting evidence with respect to the same or a similar matter or prevent the arbitral tribunal from rendering an independent decision without regard to such decision in such other arbitration proceeding.

H. Each party may, without waiving any rights it has under this Agreement, seek from a court having jurisdiction any interim or provisional relief that may be necessary to protect its rights or property.

I. The provisions of this Section 22.4 will survive the expiration or termination of this Agreement.

22.5. Expert Resolution.

Where this Agreement calls for a matter to be referred to Expert(s) for determination, the following provisions shall apply.

A. The use of Expert(s) shall be the exclusive remedy of the parties and neither party shall attempt to adjudicate any dispute in any other forum. The decision of Expert(s) shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. Recognition and enforcement of any decision or award rendered by the Expert(s) may be sought in any court of competent jurisdiction.

B. If either party calls for a determination by Expert(s) in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the American Arbitration Association. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement.

C. Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other party(ies) and the other party(ies) shall have the right to comment on such submission within the time periods established pursuant to Section 22.5.E. During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 22.5.B and continuing until an Expert determination is rendered, neither party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other party. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for herein.

D. The Expert(s) shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter.

E. The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days (ninety (90) days for matters referred to Expert determination under Section 2.5.C) from the date on which the Expert (or last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

22.6 Waiver of Jury Trial and Punitive Damages.

Each party hereby absolutely, irrevocably and unconditionally waives trial by jury and the right to claim or receive special, consequential, punitive or exemplary damages arising out of, pertaining to or in any way associated with the covenants, undertakings, representations or warranties set forth in this Agreement, the relationships of Licensor and Licensee, this Agreement or any other Transaction Agreement.

23. NOTICES.

23.1 Notices.

A. Subject to Section 23.1.B, all notices, requests, demands, statements, and other communications required or permitted to be given under the terms of this Agreement will be in writing, in the English language, and delivered by hand against receipt or carried by reputable overnight/international courier service, to the respective party at the following addresses:

To Licensor:

Marriott International, Inc.

and Marriott Worldwide Corporation

7750 Wisconsin Avenue

Bethesda, Maryland 20814

United States of America

Attn: General Counsel

To Licensee:

Marriott Vacations Worldwide Corporation

7812 Palm Parkway

Orlando, Florida 32836United States of America

Attn: Chief Executive Officer

Telephone: (1) 407-206-6000

With a copy to:

Marriott Vacations Worldwide Corporation

7812 Palm Parkway

Orlando, Florida 32836United States of America

Attn: General Counsel

Telephone: (1) 407-206-6000

or at such other address as designated by notice from the respective party to the other party. Any such notice or communication will be deemed to have been given at the date and time of: (i) receipt or first refusal of delivery if delivered by hand; or (ii) two days after the posting thereof if sent via reputable overnight/international courier service.

B. Each party may provide the other party with routine information, invoices, Brand Standards and other System requirements and programs, such as the Quality Assurance Program, including any modifications thereto, by regular mail or by e-mail, facsimile, or by making such information available to the other party on the Internet, an extranet, or other electronic means.

24. CONSTRUCTION AND SEVERABILITY; APPROVALS, CONSENTS AND WAIVERS; ENTIRE AGREEMENT

24.1 Construction and Severability.

A. Except as expressly provided to the contrary in this Agreement, each section, part, term and/or provision of this Agreement, including Section 16.1, will be considered severable; and if, for any reason any section, part, term, or provision is determined to be invalid, unenforceable or contrary to, or in conflict with, any existing or future Applicable Law or by an arbitral tribunal, a court or agency having valid jurisdiction, such will not impair the operation of, or have any other effect upon, such other sections, parts, terms, and provisions of this Agreement as may remain otherwise intelligible, and the latter will continue to be given full force and effect and bind Licensor and Licensee. To the extent possible, such invalid or unenforceable sections, parts, terms, or provisions will be deemed to be replaced with a provision that is valid and enforceable and most nearly reflects the original intent of the invalid or unenforceable provision.

B. No right or remedy conferred upon or reserved to Licensor or Licensee by this Agreement is intended to be, nor will be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each will be cumulative of every other right or remedy.

C. When this Agreement provides that either party may take or refrain from taking any action or exercise discretion, such as rights of approval or consent, or to modify any part of the Brand Standards or System, or to make other determinations or modifications under this Agreement, such party may do so from time to time.

D. Unless otherwise stated, references to Sections are to Sections of this Agreement.

E. Unless otherwise stated, references to Exhibits, Attachments or Addenda are to Exhibits, Attachments and Addenda to this Agreement, and all of such are incorporated by reference into this Agreement.

F. Words importing the singular include the plural and vice versa as the context may imply. Words importing a gender include each gender as the context may imply.

G. Unless otherwise stated, references to days, months, and years are to calendar days, calendar months, and calendar years, respectively.

H. The words “include,” “included” and “including” will be terms of enlargement or example (meaning that, for instance, “including” will be read as “including but not limited to”) and will not imply any restriction or limitation unless the context clearly requires otherwise.

I. Captions and section headings are used for convenience only. They are not part of this Agreement and will not be used in construing it.

J. The Recitals are incorporated in and made part of this Agreement.

24.2 Approvals, Consents and Waivers.

Except as otherwise provided in this Agreement, approvals, designations, and consents required under this Agreement will not be effective unless evidenced by a writing signed by the duly authorized officer or agent of the party giving such approval or consent. No waiver, delay, omission, or forbearance on the part of Licensor or Licensee to exercise any right, option or power arising from any default or breach by the other party, or to insist upon strict compliance by the other party with any obligation or condition hereunder, will affect or impair the rights of Licensor or Licensee, respectively, with respect to any such default or breach or subsequent default or breach of the same or of a different kind. Any delay or omission of either party to exercise any right arising from any such default or breach will not affect or impair such party’s rights with respect to such default or breach or any future default or breach. No party will be liable to the other party for providing (or denying) any waiver, approval, consent, or suggestion to the other party in connection with this Agreement or by reason of any delay or denial of any request.

24.3 Entire Agreement.

Prior to (and contemporaneously with) the execution hereof, Licensee, Licensor and their respective Affiliates have entered into certain side letters and granted various written consents and waivers over the course of the term of the Original MVW License Agreement and Vistana License Agreement. The parties agree that such side letters, consents and waivers remain in effect unless otherwise specifically terminated or overridden by this Agreement or any other written agreement of the parties. As of the Effective Date, this Agreement, including all exhibits, attachments, and addenda, such side letters, consents and waivers, the Transaction Agreements and the Vistana Transaction Agreements contain the entire agreement between the parties as it relates to the Licensed Business and the Projects. This is a fully integrated agreement.

24.4 Amendments.

No agreement of any kind relating to the matters covered by this Agreement will be binding upon either party unless and until the same has been made in a written instrument (which may be electronic) that has been duly executed by the signature of all interested parties. This Agreement may only be amended in a written instrument (which may be electronic) that has been duly executed by the signature of all interested parties and may not be amended or modified by conduct manifesting assent, and

each party is hereby put on notice that any individual purporting to amend or modify this Agreement by conduct manifesting assent is not authorized to do so.

25. REPRESENTATIONS, WARRANTIES AND COVENANTS

25.1 Existence and Power; Authorization; Contravention.

A. Each party represents, warrants and covenants that: (i) it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it and its Affiliates have and will continue to have the ability to perform its obligations under this Agreement; and (iii) it has and will continue to have all necessary power and authority to execute and deliver this Agreement.

B. Each party represents, warrants and covenants that the execution and delivery of this Agreement and the performance by such party of its obligations hereunder: (i) have been duly authorized by all necessary action; (ii) do not require the consent, vote, or approval of any third parties (including lenders) except for such consents as have been properly obtained; and (iii) do not and will not contravene, violate, result in a breach of, or constitute a default under (a) its certificate of formation, operating agreement, articles of incorporation, by-laws, or other governing documents, (b) any Applicable Law; or (c) any agreement, indenture, contract, commitment, restriction or other instrument to which it or any of its Affiliates is a party or by which it or any of its Affiliates is bound.

C. Each party represents and warrants that all information provided in connection with this Agreement, are true, correct and complete as of the time made and as of the Execution Date, regardless of whether such representations and warranties were provided by such party, one of its Affiliates, or by a third party on behalf of such party, unless such party has notified the other party of a change in the representations and warranties or the information and such other party has approved the change.

25.2 Acknowledgements and Representations Regarding Territorial Restrictions in Existing Contracts.

The parties acknowledge that each party may, as of the Original Effective Date, have been parties to agreements with third parties that contain territorial restrictions, including the Permitted Territorial Restrictions, that would be a breach of this Agreement if either party had agreed to such territorial restrictions without the consent of the other party during the Term. The parties further acknowledge that each party may, as of May 11, 2016, with respect to Projects originally licensed under the Vistana License Agreement, have been parties to agreements with third parties that contain territorial restrictions, including the Permitted Territorial Restrictions, that would be a breach of this Agreement if either party had agreed to such territorial restrictions without the consent of the other party during the Term. The parties represent and agree that those existing territorial restrictions shall, in no event, be deemed a breach hereof, and that each party will be bound by such territorial restrictions to the extent that such territorial restrictions are applicable to them.

26. MISCELLANEOUS

26.1 Translations.

The English language version of all written materials, including this Agreement, the Brand Standards, the Software, any other documents, forms, agreements, manuals, and advertising

materials provided to either party under this Agreement will be the version used for determining the intent of the parties. Either party may translate any such materials into any other language. All translations will be at the sole cost and expense of the translating party. Ownership of any translated materials shall vest in the party who owned the materials from which the translation was made, and all copyrights in any such translated materials will be assigned by translating party to the owning party or its designated Affiliate upon the owning party’s request. The translating party will obtain any necessary agreement with any translator that such translation will be the sole property of the owning party or its Affiliates.

26.2 Multiple Counterparts.

This Agreement may be executed in a number of identical counterparts, each of which will be deemed an original for all purposes and all of which will constitute, collectively, one agreement. Delivery of an executed signature page to this Agreement by electronic transmission will be effective as delivery of a manually signed counterpart of this Agreement.

27. LICENSOR MANAGED PROJECTS

27.1 Provisions of this Agreement That Do Not Apply to Licensor Managed Projects.

The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, the following provisions do not apply to the Licensor Managed Projects (but continue to apply to other Projects) and that, to the extent these matters are covered in the applicable Licensor Management Agreement, the applicable provisions of such Licensor Management Agreement will govern such matters:

(i) Section 16.1.A(xvi) regarding Licensee’s indemnification of Licensor for failure to operate the Projects in compliance with this Agreement; and

(ii) Sections 18.1.A(i), (ii), (iii), (vii), and (viii), regarding Project-level breaches, defaults, and remedies.

27.2 Provisions of this Agreement That Are Modified With Respect to the Licensor Managed Projects.

The parties acknowledge and agree that the following provisions are hereby modified solely for the purposes of their application to the Licensor Managed Projects (but not with respect to other Projects), and these modified provisions will control with respect Licensor Managed Projects.

(i) Section 8.4.B shall be modified as follows:

“B. Licensee has provided to Licensor, and Licensor has reviewed and consented to, the form of Quality Assurance Audit System. Licensee shall administer the Quality Assurance Audit System, using Licensee’s Quality Assurance System as of the Effective Date, as it may be subsequently modified in accordance with Sections 7.2.B, C, D or F. Licensor shall conduct audits of each Project under the Quality Assurance Audit System no less than annually, unless Licensee consents to

a longer period in writing. Licensee shall pay all costs for such Quality Assurance Audit System.”

(ii) The first paragraph of Section 18.1.A shall be modified as follows:

“A. The Project-, Sales Facility-, and Member Service Center-level breaches listed in (i) through (iii) below are deemed to be material breaches for which Licensee may be placed in default with respect to any Project, Sales Facility, or Member Service Center, as applicable, hereunder if (x) Licensor gives Licensee notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensor in its sole discretion or required by Applicable Law) and (y) Licensee fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 18.1.A. If Licensee fails to cure the breach and is placed in default, then Licensor may exercise the applicable remedy for the specific default as set forth below:”

(iii) Sections 18.1.A(iv), (v), and (vi) shall be re-lettered as Sections 18.1.A(i), (ii), and (iii).

(iv) The first paragraph of Section 18.1.B shall be modified as follows:

“B. Upon any default under Section 18.1.A(i) through (iii) with respect to any Project, Sales Facility, or Member Service Center, Licensor shall have the right to pursue any one or more of the following remedies in addition to the remedies with respect to such Project, Sales Facility, or Member Service Center provided for in Sections 18.1.A(i) through (iii):”

(v) Sections 18.2.A(v) is hereby modified by adding the following at the beginning of that Section:

“Except where the failure to achieve the minimum thresholds for performance under the Quality Assurance Audit System at such Projects is as a result of Licensor’s or its Affiliates’ actions or inactions with respect to the provision of management services or shared services at such Projects as contemplated under Section 11.2.F,”

(vi) Sections 18.2.A(vi) is hereby modified by adding the following at the beginning of that Section:

“Except where the failure to meet the applicable Minimum Customer Satisfaction Score under the Customer Satisfaction System at such Projects is as a result of Licensor’s or its Affiliates’ actions or inactions with respect to the provision of

management services or shared services at such Projects as contemplated under Section 11.2.F,”

(vii) Sections 18.2.A(vii) is hereby modified by adding the following at the beginning of that Section:

“Except where the failure to achieve the applicable Minimum Composite Customer Satisfaction Score target for on-Project guest experience, Member service, and sales and marketing under the Customer Satisfaction System at such Projects is as a result of Licensor’s or its Affiliates’ actions or inactions with respect to the provision of management services or shared services at such Projects as contemplated under Section 11.2.F,”

27.3 Provisions of this Agreement Applicable to Non-Licensor Managed Projects and Licensor Managed Projects.

A. The provisions of this Agreement except for Sections 27.1 and 27.2, including all Exhibits, shall apply to the non-Licensor Managed Projects as written and without reference to Sections 27.1 or 27.2.

B. All provisions of this Agreement not deleted or modified with respect to the Licensor Managed Projects under Section 27.1 and 27.2 shall apply to the Licensor Managed Projects as written and without reference to Sections 27.1 or 27.2.

28. GUARANTY.

28.1 Guaranty.

Guarantor unconditionally and irrevocably guaranties to Licensor that if Licensee fails for any reason to perform when due any of its respective obligations to Licensor under this Agreement, the Electronic Systems License Agreement, and the Design Review Addendum (the “Obligations”) within the time specified therein, it will without any demand or notice whatsoever promptly pay or perform such Obligations (the “Guaranty”). Guarantor acknowledges that the Guaranty is a continuing guaranty and may not be revoked and shall not otherwise terminate unless this (i) Agreement has terminated or expired in accordance with Sections 4 or 18 and (ii) all amounts owing to Licensor by Licensee and Guarantor pursuant to the Obligations have been paid in full. The liability of Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of Licensee and a separate action or actions may be brought and prosecuted against Guarantor, whether or not any action is brought or prosecuted against Licensee or whether Licensee is joined in any such action or actions. The Guaranty shall be construed as a continuing, absolute and unconditional guaranty both of performance and of payment (and not merely of collection) without regard to: (i) any modification, amendment or variation in or addition to the terms of any of the Obligations or any covenants in respect thereof or any security therefor, (ii) any extension of time for performance or waiver of performance of any covenant of Licensee or any failure or omission to enforce any right with regard to or any other indulgence with respect to any of the Obligations, (iii) any exchange, surrender, release of any other guaranty of or security for any of the Obligations, or (iv) any bankruptcy, insolvency, reorganization, or proceeding involving or affecting Licensee, it being Guarantor’s intent that Guarantor’s obligations hereunder shall be absolute and unconditional under any and all circumstances.

28.2 Guarantor Waivers.

Guarantor hereby expressly waives diligence, presentment, demand, protest, and all notices whatsoever with regard to any of the Obligations and any requirement that Licensor exhaust any right, power or remedy or proceed against Licensee or any security for any of the Obligations. Each and every default in payment or performance by Licensee of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder against Guarantor as each cause of action arises. Notwithstanding the foregoing, Licensor hereby acknowledges and agrees that Guarantor does not waive any defense that an Obligation has already been paid, already been performed, is not due or yet due, or is subject to offset under the terms of this Agreement. For the avoidance of doubt, nothing herein shall obligate Guarantor to make any payment which is illegal for Guarantor to have made under any Applicable Law now or hereafter in effect in any jurisdiction applicable to Guarantor.

28.3 Maximum Liability of Guarantor.

It being understood that the intent of Licensor is to obtain a guaranty from Guarantor, and the intent of Guarantor is to incur guaranty obligations, in an amount no greater than the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, it is hereby agreed that:

(a) if (i) the sum of the obligations of Guarantor hereunder (the “Guarantor Obligations”) exceeds (ii) the sum (such sum, the “Total Available Net Assets”) of the Maximum Available Net Assets of Guarantor and Licensee, in the aggregate, then the Guarantor Obligations of Guarantor shall be limited to the greater of (x) the Total Available Net Assets and (y) the value received by Guarantor in connection with the incurrence of the Guarantor Obligations to the greatest extent such value can be determined; and

(b) if, but for the operation of this clause (b) and notwithstanding clause (a) above, the Guarantor Obligations of Guarantor hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration Guarantor’s (i) rights of contribution, reimbursement and indemnity from Licensee with respect to amounts paid by Guarantor in respect of the Obligations (calculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and (ii) rights of subrogation to the rights of Licensor, then the Guarantor Obligations of Guarantor shall be the largest amount, if any, that would not leave Guarantor, after the incurrence of such obligations, insolvent or with unreasonable small capital within the meaning of Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, or otherwise make such obligations subject to such avoidance.

Any Person asserting that the Guarantor Obligations of Guarantor are subject to clause (a) or are avoidable as referenced in clause (b) shall have the burden (including the burden of production and of persuasion) of proving (i) the extent to which such Guarantor Obligations, by operation of clause (a), are less than the Obligations owed by Licensee to Licensor or (ii) that, without giving effect to clause (b), the Guarantor Obligations of Guarantor hereunder would be avoidable and the extent to which such Guarantor Obligations, by operation of clause (b), are less than the Obligations of Licensee, as the case may be.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, Licensor and Licensee have duly executed and delivered this Agreement, under seal, as of the Execution Date.

LICENSOR:

MARRIOTT INTERNATIONAL, INC.

By: /s/ Timothy Grisius (SEAL)

Name: Timothy Grisius

Title: Global Officer, M&A,
Business Development and Real Estate

MARRIOTT WORLDWIDE CORPORATION

By: /s/ Timothy Grisius (SEAL)

Name: Timothy Grisius

Title: Authorized Signatory

LICENSEE:

MARRIOTT VACATIONS WORLDWIDE CORPORATION

By: /s/ John E. Geller, Jr (SEAL)

Name: John E. Geller, Jr

Title: President

SOLELY FOR THE PURPOSES OF THE GUARANTY IN SECTION 28:

MARRIOTT OWNERSHIP RESORTS, INC.

By: /s/ Brian Miller (SEAL)

Name: Brian Miller

Title: President

JOINDER AND CONSOLIDATION

The undersigned parties to the Vistana License Agreement hereby acknowledge and agree that (a) the Vistana License Agreement is consolidated into this Agreement and superseded in its entirety by this Agreement for all purposes as of the Effective Date such that the Vistana License Agreement is of no further force and effect with respect to the period on and after the Effective Date; and (b) the undersigned parties, being subsidiaries of either Licensor or Licensee, shall not be signatories to this Agreement going forward.

STARWOOD HOTELS & RESORTS WORLDWIDE, LLC

By: /s/ Timothy Grisius (SEAL)

Name: Timothy Grisius

Title: Authorized Signatory

ILG, LLC

By: /s/ Jason P. Marino (SEAL)

Name: Jason P. Marino

Title: Vice President

VISTANA SIGNATURE EXPERIENCES, INC.

By: /s/ Brian Miller (SEAL)

Name: Brian Miller

Title: President

EXHIBIT A

DEFINITIONS

When used in this Agreement the following terms have the meanings indicated:

“AAA Rules” has the meaning stated in Section 22.4.A.

“Accounting Period” means any one of the twelve (12) calendar months in a calendar year or such other period of time as is consistent with the accounting periods that Licensee may implement, from time to time with respect to the Licensed Business.

“Affected Services” has the meaning stated in Section 11.2.C.

“Affiliate” means, for any Person, a Person that is directly (or indirectly through one or more intermediaries) Controlling, Controlled by, or under common Control with such Person.

“Agreed Territorial Protections” has the meaning stated in Section 5.7.A.

“Agreement” means this License Agreement, including any exhibits, attachments, and addenda.

“All-Inclusive Club” has the meaning stated in Section 2.2.E.

“All-Inclusive Club Term Limit” has the meaning stated in Section 2.2.E.

“Applicable Law” means all laws, regulations, ordinances, rules, orders, decrees, and requirements of any governmental authority having jurisdiction over the Licensed Business or over the Projects, the Sales Facilities, Licensee, Guarantor, Licensor or this Agreement.

“Available Net Assets” shall mean, with respect to any Person, the amount, as of the respective date of calculation, by which the sum of such Person’s assets (including subrogation, indemnity, contribution, reimbursement and similar rights that such Person may have, but excluding any such rights in respect of the Guarantor Obligations), determined on the basis of a “fair valuation” or their ““fair saleable value” (whichever is the applicable test under Section 548 and other relevant provisions of the Bankruptcy Code and the relevant state fraudulent conveyance or transfer laws), is greater than the amount that will be required to pay all of such Person’s debts, in each case matured or unmatured, contingent or otherwise, as of the date of calculation, but excluding liabilities arising under the Guaranty set forth in Section 28 and excluding, to the maximum extent permitted by Applicable Law with the objective of avoiding rendering such Person insolvent, liabilities subordinated to the Obligations arising out of loans or advances made to such Person by any other Person.

“Base Royalty” means an amount equal to $87,517,515 per calendar year, which amount is comprised of two components, the “MVC Portion” equal to $55,017,515 and the “Vistana Portion” equal to $32,500,000. The Base Royalty shall be adjusted as follows: (a) the Vistana Portion shall be adjusted by fifty-five percent (55%) of the GDP Deflator, compounded annually, on January 1, 2026; (b) the MVC Portion shall be adjusted by fifty-five percent (55%) of the GDP Deflator, compounded annually, on November 19, 2026; (c) the Vistana Portion and the MVC Portion shall be adjusted on January 1, 2031, with both adjustments to occur at fifty-five percent (55%) of the GDP Deflator, compounded annually; provided, however that the adjustment for the MVC Portion would be prorated to

account for the shorter period since the prior adjustment (from November 2026 to January 2031) compared to the Vistana Portion (from January 2026 to January 2031); (d) the combined Base Royalty (i.e., both the MVC Portion and the Vistana Portion) shall be adjusted on January 1, 2036 at fifty-seven percent (57%) of the GDP Deflator, compounded annually (from January 2031 to January 2036); and (e) the Base Royalty shall be adjusted on January 1, 2041 (from January 2036 to January 2041) and every five years thereafter at the adjustment rate of fifty-nine and twenty-eight tenths percent (59.28%) of the GDP Deflator, compounded annually.

“Bonvoy Agreement” means the Bonvoy Affiliation Agreement between Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, and Marriott Ownership Resorts, Inc. regarding the Brand Loyalty Program dated as of November 10, 2021, as the same may be amended.

“Brand Loyalty Programs” means the programs generally used for Specified Licensed Brand Hotels that are designed to increase brand loyalty (and consequently market share, length of stay and frequency of usage of such hotels and other branded and affiliated products), and/or any similar, complementary, or successor program. As of the Effective Date, such programs include “Marriott Bonvoy”.

“Brand Standards” means the Design Brand Standards; the Brand Style and Communications Standards; the Operational Brand Standards; and the Quality Assurance Program (including the Quality Assurance Audit System and the Customer Satisfaction System), as of the Effective Date and as thereafter modified, amended or supplemented in accordance with Section 7.2. The Brand Standards also include Licensor’s brand standards for the Upscale Brand Segment, Upper-Upscale Brand Segment and Luxury Brand Segment of Licensor Lodging Facilities, which include standards and specifications related to health, fire and life safety, security and terrorism standards, the bedding package, customer accessible high speed internet access, Electronic Systems Standards, standards related to transient rentals, standards related to food and beverage services and outlets, and golf instructional facility standards, but only to the extent applicable to the Licensed Business and with appropriate modifications to reflect appropriate differences between hotel service levels and service levels applicable to the Licensed Destination Club Business and the License Whole Ownership Residential Business. The Brand Style and Communications Standards; the Operational Brand Standards; and the Quality Assurance Program for all Licensed Projects other than the Specified Fractional Projects will be set forth on Licensee’s intranet site. All other Brand Standards, including the Design Brand Standards and, with respect to the Specified Fractional Projects, the Brand Style and Communications Standards; the Operational Brand Standards; and the Quality Assurance Program, will be set forth on Licensor’s intranet site. The Brand Standards may be in paper or in electronic form.

“Brand Style and Communications Standards” means those standards related to use, style, and presentation of the Licensed Marks and other communications regarding the Licensed Business as set forth in the Brand Style and Communications Standards document as it exists on the Effective Date, as they may be modified pursuant to Section 7.2.

“Branded Elements” means (i) the Brand Loyalty Programs or successor thereto, (ii) Licensor-owned or -controlled branded elements of the Reservation System, (iii) Licensor-owned or -controlled branded elements of Licensor’s website, marriott.com, or any additional pages or sites within marriott.com, (iv) use of the Brand Loyalty Programs member lists, (v) access to Specified Licensed Brand Hotels and the Specified Branded Hotels for marketing of Destination Club Products, and (vi) access to Specified Licensed Brand Hotels and the Specified Branded Hotels as an ancillary benefit

Exhibit A - Page 2

exchange option for Destination Club Products (for the avoidance of doubt, rights and benefits under or in connection with the Brand Loyalty Programs are not considered to be “ancillary benefit exchange options”). Notwithstanding the foregoing, the platform, infrastructure, coding, and non-customer facing elements of the Brand Loyalty Programs, the Reservation System, and the Licensor website(s) shall not be considered “Branded Elements” for purposes of this Agreement.

“Business Changes” has the meaning stated in Section 11.2.C.

“Call Center Program” means Program as defined in the Amended and Restated Call Transfer Agreement dated as of April 26, 2022 between Licensor and Marriott Ownership Resorts, Inc., as the same may be amended.

“Case Goods” means furniture and fixtures used in the Projects and their Public Facilities, such as chests, armoires, chairs, beds, headboards, desks, tables, television sets, mirrors, pictures, wall decorations, graphics and all other unspecified items of the same class.

“Centralized Services” has the meaning stated in Section 7.3.

“Centralized Services Charges” has the meaning stated in Section 7.3.

“Change in Control” shall be deemed to have occurred when (i) any “person” or “group” (as such terms are used in Sections 13(e) and 14(d) of the Securities Exchange Act), other than a Significant Shareholder or a “group” of Significant Shareholders, acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act) of, or the power to exercise, directly or indirectly, effective control for any purpose over, shares representing more than (A) fifteen percent (15%) of the combined voting power of the then-outstanding securities entitled to vote generally in elections of directors of Licensee if Licensee is then a publicly traded company or (B) thirty percent (30%) of the combined voting power of the then-outstanding securities entitled to vote generally in elections of directors of Licensee if Licensee is not then a publicly traded; (ii) the stockholders of Licensee approve any plan or proposal for the liquidation, dissolution or winding up of Licensee; (iii) the earlier of (A) the date Licensee (x) consolidates with or merges into any other Person or any other Person merges into Licensee unless the stockholders of Licensee immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of Licensee immediately before such transaction, or (y) conveys, transfers or leases all or a substantial portion of all of Licensee’s assets to any Person (other than a wholly-owned subsidiary as a result of which Licensee becomes a holding company) or (B) the date the stockholders of Licensee approve a definitive agreement to (x) consolidate Licensee with or merge Licensee into any other Person unless the stockholders of Licensee immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of Licensee immediately before such transaction or (y) convey, transfer or lease all or a substantial portion of all of Licensee’s assets to any Person (other than a wholly-owned subsidiary as a result of which Licensee becomes a holding company); or (iv) Continuing Directors do not at any time constitute a majority of the Board of Directors of Licensee (or, if applicable, a successor corporation to Licensee).

Exhibit A - Page 3

“Changes” has the meaning stated in Section 13.4.B.

“Co-Located Hotel” has the meaning stated in Section 5.4.A.

“Co-Located Licensor Lodging Facility” has the meaning stated in Section 5.6.

“Competing Entities” has the meaning stated in Section 9.1.F.

“Condominium Hotel” means a hotel in which the guest rooms may be placed in a rental pool or rental program and some or all of the guest rooms are financed by virtue of a lease, whole ownership condominium regime, strata title, or any similar regime. Licensed Residential Projects operating under the “Grand Residences by Marriott” or “Ritz-Carlton Residences” names shall not be deemed to be Condominium Hotels for the purposes of this Agreement.

“Continuing Director” means at any date a member of Licensee’s Board of Directors (i) who was a member of such board on the Effective Date or (ii) who was nominated or elected by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to Licensee’s Board of Directors was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or such lesser number comprising a majority of a nominating committee if authority for such nominations or elections has been delegated to a nominating committee whose authority and composition have been approved by at least a majority of the directors who were Continuing Directors at the time such committee was formed.

“Control” (and any form thereof, such as “Controlling” or “Controlled”) means, for any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.

“Controlled Property Owners’ Association” means a Property Owners’ Association that is controlled by Licensee or one of its Affiliates.

“Converted Transferred Property” has the meaning stated in Section 5.7.

“Customer Information” means the names, addresses, phone and fax numbers, email addresses and other personal information of owners, customers or potential owners or customers, mailing lists, “lead” lists, contact lists, or similar lists or databases, and related data.

“Customer Satisfaction System” means the mechanism used by Licensee to administer and compile customer satisfaction data to measure different aspects of the customer experience, including product, sales and Member services, as of the Effective Date as it may be modified pursuant to Section 7.2. As of the Effective Date, the Customer Satisfaction System consists of the Guest Satisfaction Survey Program, the Owner Satisfaction Survey Program, and the Sales and Marketing Satisfaction Program.

“CSS Measurement Period” means the time period set forth in the Customer Satisfaction System used for measuring customer satisfaction under the Customer Satisfaction System.

“Data Protection Laws” means data protection and privacy laws and regulations under Applicable Law.

“Deficiency” has the meaning stated in Section 8.4.C.

Exhibit A - Page 4

“Deflag” or “Deflagging” means (i) with respect to a Project, when a Project has been removed from the System and is no longer operating under the Licensed Marks, (ii) with respect to a Non-Site Specific Destination Club Ownership Vehicle, when a Non-Site Specific Destination Club Ownership Vehicle has been removed from the System and is no longer operating as part of a Licensed Non-Site Specific Destination Club Program or under the Licensed Marks, and (iii) with respect to a Licensor Lodging Facility, when a Licensor Lodging Facility has been removed from the applicable system of Licensor Lodging Facilities and is no longer operating under any of the Proprietary Marks.

“Design Brand Standards” has the meaning set forth in Exhibit G.

“Design Review Addendum” means the Design Review Addendum attached to this Agreement as Exhibit G, which is incorporated by reference in this Agreement.

“Destination Club Business” means the business of (i) developing and operating Destination Club Projects; (ii) developing, selling, marketing, managing, operating and financing Destination Club Products and Destination Club Units; (iii) developing, selling, marketing and operating Exchange Programs; (iv) managing rental programs associated with Destination Club Products; (v) establishing and operating sales facilities for Destination Club Products; (vi) managing the Member services related to Destination Club Products; and (vii) managing or operating the amenities of Destination Club Projects (e.g., country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops, etc.) located at or in the general vicinity of Destination Club Projects, and businesses that are ancillary to the foregoing activities (e.g. travel insurance), all of which are associated with Destination Club Products.

“Destination Club Competitor” means any Person or an Affiliate of any Person that (i) owns or has direct or indirect Ownership Interest in a Destination Club Competitor Brand or (ii) is a master franchisee, master franchisor or sub-franchisor for a Destination Club Competitor Brand (for the purposes hereof, the terms master franchisee, master franchisor, and sub-franchisor each mean a Person that has been granted the right by a franchisor to offer and sell subfranchises for such Person’s own account). A Person that has an interest in a Destination Club Competitor Brand merely as a franchisee or as a mere passive investor that has no Control or influence over the business decisions of the Destination Club Competitor Brand, such as limited partners in a partnership or as a mere non-Controlling stockholder in a corporation, is not a Destination Club Competitor for purposes of this Agreement.

“Destination Club Competitor Brand” means a branded Destination Club Business chain with both (i) one thousand (1,000) or more Destination Club Units and (ii) ten (10) or more Destination Club Projects; provided, however, that Destination Club Competitor Brand shall not include a branded Destination Club Business created or developed by Licensee or its Affiliates.

“Destination Club Products” means timeshare, fractional, interval, vacation club, destination club, vacation membership, private membership club, private residence club, points club, and other forms of products, programs and services, in each case wherein purchasers acquire an ownership interest, use right or other entitlement to use one or more of certain determinable overnight accommodations and associated facilities in a system of units and facilities on a recurring, periodic basis and pay for such ownership interest, use right or other entitlement in advance (whether payments are made in lump-sum or periodically over time), and associated Exchange Programs.

“Destination Club Project” means a project that includes Destination Club Units, including all land used in connection with the project and (i) the freehold or long-term leasehold interest to the site of the project; (ii) all improvements, structures, facilities, entry and exit rights, parking, pools, landscaping,

Exhibit A - Page 5

and other appurtenances (including the project building and all operating systems) located at the site of the project; and (iii) all furniture, fixtures, equipment, supplies and inventories installed or located in such improvements at the site of the project.

“Destination Club Royalty Fees” has the meaning stated in Section 3.1.A.

“Destination Club Unit” means a physical unit used for overnight accommodation as part of a Destination Club Product.

“Dispute” means any dispute, controversy, or claim arising out of or relating to this Agreement, or the making, breach, termination, or invalidity of this Agreement, or the relationship created thereby.

“Effective Date” has the meaning stated in the preamble to this Agreement.

“Electronic Systems” means all Software, Hardware and all electronic access to Licensor’s systems and data, licensed or made available to Licensee relating to the System, including the Reservation System and any other system established under Section 10.

“Electronic Systems License Agreement” means the Electronic Systems License Agreement between Licensor and Licensee dated as of the Original Effective Date, as the same may be amended.

“Electronic Systems Standards” means Licensor’s standards, policies, procedures, guidelines and practices with respect to (i) systems that interface with Licensor’s Electronic Systems, (ii) information technology and systems that store or transmit Licensor Confidential Information, and (iii) data security and privacy and compliance with Data Protection Laws as applicable to the systems and information technology referred to in clauses (i) and (ii) in this definition, in each case as updated from time to time.

“Employee Benefits Allocation Agreement” means the Employee Benefits and Other Employment Matters Allocation Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation entered into in connection with the Spin-Off Transaction.

“Exchange Program” means any method, arrangement, program or procedure for the voluntary exchange by Members of the right to use and occupy Destination Club Units for the right to use, occupy or benefit from other accommodations, facilities, programs or services.

“Excluded Area” means any countries and jurisdictions in which Licensor does not own a trademark registration for an applicable Licensed Mark, whether due to a prior third party registration or application or use of a conflicting mark or for other reasons, and includes any Unregistered Areas.

“Execution Date” has the meaning stated in the preamble to this Agreement.

“Existing Golf Facilities” means the golf courses, facilities and services managed and operated by Licensee as of the Effective Date as set forth in Exhibit I.

“Existing Projects” means the Licensed Destination Club Projects and the Licensed Residential Projects that are existing and in operation or that have been approved by Licensor as of the Effective Date as set forth in Exhibit B.

“Expert” shall mean an independent, nationally or internationally recognized consulting firm or individual having a minimum of ten (10) years of international experience in the timeshare and lodging

Exhibit A - Page 6

industry and qualified to resolve the issue in question, provided that an Expert shall not include any individual who is, as of the date of appointment or within six (6) months prior to such date, employed either directly or indirectly as a consultant in connection with any other matter, by a party (or its Affiliates) seeking to appoint such person.

“Extension Term” has the meaning stated in Section 4.2.

“Extraordinary Event” means any of the following events, regardless of where they occur or their duration: acts of nature (including hurricanes, typhoons, tornadoes, cyclones, other severe storms, winds, lightning, floods, earthquakes, volcanic eruptions, fires, explosions, disease, or epidemics); fires and explosions caused wholly or in part by human agency; acts of war or armed conflict; riots or other civil commotion; terrorism (including hijacking, sabotage, chemical or biological events, nuclear events, disease-related events, bombing, murder, assault and kidnapping), or the threat thereof; strikes or similar labor disturbances; embargoes or blockades; shortage of critical materials or supplies; action or inaction of governmental authorities that have an impact upon the Licensed Business, excluding, however, general economic and/or market conditions not caused by any of the events described herein.

“Future Conversion Lodging Properties” means hotels or other lodging facilities acquired by Licensee with the intent of having the same become Licensor Lodging Facilities and for the purpose of converting such Licensor Lodging Facilities to Licensed Destination Club Projects.

“GDP Deflator” means the “Gross Domestic Product Implicit Price Deflator” issued from time to time by the United States Bureau of Economic Analysis of the Department of Commerce, or if the aforesaid GDP Deflator is not at such time so prepared and published, any comparable index selected by Licensor and reasonably satisfactory to Licensee (a “Substitute Index”) then prepared and published by an agency of the government of the United States of America, appropriately adjusted for changes in the manner in which such index is prepared and/or year upon which such index is based. Any dispute regarding the selection of the Substitute Index or the adjustments to be made thereto shall be settled by a panel of three (3) Experts in accordance with Section 22.5. Except as otherwise expressly stated herein, whenever a number or amount is required to be “adjusted by the GDP Deflator,” or similar terminology, such adjustment shall be equal to the percentage increase or decrease in the GDP Deflator which is issued for the month in which such adjustment is to be made (or, if the GDP Deflator for such month is not yet publicly available, the GDP Deflator for the most recent month for which the GDP Deflator is publicly available) as compared to the GDP Deflator which was issued for (i) for amounts specified in this Agreement other than the Base Royalty, the month in which the Original Effective Date occurred, and (ii) for the Base Royalty, (a) January 1, 2021 for the Vistana Portion and November 19, 2021 for the MVC Portion for all adjustments made pursuant to “(a)” and“(b)” in the definition of “Base Royalty”, and (b) for adjustments made pursuant to “(c)” through “(e)” of the definition of “Base Royalty,” as described therein.

“Gross Commissions” means the gross commissions paid or to be paid to Licensee or its Affiliates in connection with the initial sale or re-sale by Licensee or its Affiliates on behalf of third parties of interests held by such third parties in Licensed Destination Club Units, Licensed Unbranded Destination Club Units or in Licensed Residential Units (without deduction for any costs or Taxes). For the avoidance of doubt, Gross Commissions exclude maintenance fees, management fees, dues, exchange fees, enrollment fees, property management fees, or interest or financing charges with respect to financed purchases.

Exhibit A - Page 7

“Gross Sales Price” means the gross sale price paid or to be paid to Licensee or its Affiliates for the initial sale or re-sale of interests held by Licensee or its Affiliates in Licensed Destination Club Units, Licensed Unbranded Destination Club Units or in Licensed Residential Units, whether directly or through the issuance of beneficial interests, other ownership interests, use rights or other entitlements (whether the value of which is denominated as points, weeks, or any other currency), including interests in a land trust or similar real estate vehicle (without deduction for any transaction costs including brokerage commissions and expenses, but less applicable Taxes paid by Licensee or its Affiliates or gross up for Taxes paid by purchasers, in each case assessed with respect to such sale or re-sale transaction (and not on the basis of income)), regardless of whether any part thereof is financed by Licensee or any third party. For the avoidance of doubt, the Gross Sales Price excludes maintenance fees, management fees, dues, exchange fees, enrollment fees, property management fees, or interest or financing charges with respect to financed purchases. To the extent that interests in Licensed Destination Club Units or Licensed Unbranded Destination Club Units are used as consideration, in whole or in part, for the purchase of interests in other Licensed Destination Club Units or Licensed Unbranded Destination Club Units, then the value ascribed to such interests shall be the list price of the acquired interests, less any applicable discount.

“Guarantor” means individually and collectively the Person(s) who guarantee(s) the performance of Licensee’s obligations under this Agreement, the Electronic Systems License Agreement, and the Design Review Addendum under the Guaranty.

“Guarantor Obligations” has the meaning set forth in Section 28.3.

“Guaranty” means the guaranty set forth in Section 28.

“Hardware” means all computer hardware and other equipment (including all future upgrades, enhancements, additions, substitutions, and other modifications thereof) required for the operation of and connection to any Electronic System.

“Hilton Brand” means any brand owned or controlled by Hilton Worldwide Holdings Inc. or its successors-in-interest (excluding Licensor or its Affiliates) as of the Effective Date or at any time in the future, regardless of whether such brand is subsequently acquired by a third party. As of the Effective Date, the Hilton Brands include Waldorf Astoria Hotels and Resorts, LXR Hotels & Resorts, Conrad Hotels and Resorts, Canopy by Hilton, Graduate by Hilton, Tempo by Hilton, Motto by Hilton, NoMad Hotels, Signia by Hilton, Hilton Hotels & Resorts, DoubleTree by Hilton, Curio Collection by Hilton, Tapestry Collection by Hilton, Embassy Suites by Hilton, Homewood Suites by Hilton, Home2 Suites by Hilton, LivSmart Studios by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Spark by Hilton and Hilton Grand Vacations.

“Hotel Operating Agreement” has the meaning stated in Section 5.7.D.

“ILG” is defined in Recital E.

“Illegal Facilities” has the meaning stated in Section 9.1.G.

“Initial Term” has the meaning stated in Section 4.1.

“Interest Rate” means the lesser of: (i) the Prime Rate plus 500 basis points; or (ii) the maximum rate permitted by applicable usury laws.

Exhibit A - Page 8

“Leisure/Vacation Product” means a product designed and intended primarily for leisure and vacation travelers and uses, which may include limited meeting space or multipurpose rooms or facilities designed for internal use by Licensee and its Affiliates or use by small groups or for Property Owners’ Associations meetings, as well as certain customary business amenities typically found at leisure hotels, such as high-speed internet access, business services centers and fax machines. For the avoidance of doubt, the following intended uses are consistent with a Leisure/Vacation Product: recreational, social, educational or other affinity group events, meetings or classes (such as cooking classes and educational seminars); family reunions; the conducting of business during leisure and vacation stays; and the fact that some customers may purchase and use Destination Club Products primarily for business purposes, especially in urban locations such as Boston or London. A Leisure/Vacation Product does not include a product designed and intended primarily for business travelers or for group, meeting, association or convention business.

“Licensed Business” means, collectively, the Licensed Destination Club Business and the Licensed Whole Ownership Residential Business operated under the Licensed Marks and the System pursuant to this Agreement.

“Licensed Business Customer Information” means the names, addresses, phone and fax numbers, email addresses and other personal information of owners, customers or potential owners or customers (including all Members and their family members), mailing lists, “lead” lists, contact lists, or similar lists or databases, and related data, in each case in whatever form and to the extent such information (i) was in Licensee’s possession as of the date of the Spin-Off Transaction, (ii) obtained by Licensee in connection with the Licensed Business on or after the date of the Spin-Off Transaction (including directly or indirectly obtained from Licensor or its Affiliates, by or through the Brand Loyalty Program, or as a result of Licensee’s acquisition of Vistana), or (iii) any Modified Third-Party List.

“Licensed Destination Club Business” means the Destination Club Business operated under (x) the name “Marriott Vacation Club,” “Grand Residences by Marriott,” “Westin Vacation Club,” and/or “Sheraton Vacation Club” and, (y) insofar as it relates to the Specified Fractional Projects, the Specified Fractional Licensed Marks and Specified Fractional Licensed Names, and, in each case, operated under the System and using other Licensed Marks (as applicable) in accordance with the terms of this Agreement. The Licensed Destination Club Business does not include the business of managing or franchising hotels, other overnight lodging accommodation products offered for transient rental, except as specifically provided in Section 9.2, or any Condominium Hotel. The Licensed Destination Club Business licensed hereunder also excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that Licensee shall have the right to include as part of the Licensed Destination Club Business Destination Club Units on passenger cruise ships approved by Licensor as to quality, services and brand positioning, using the Licensed Marks (provided that the number of units on each such passenger cruise ship shall not exceed 20 units), and Licensee shall have the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated solely with Licensed Destination Club Products provided to Members.

“Licensed Destination Club Products” means Destination Club Products existing as of the Effective Date or to be developed in future, and which are sold, marketed, developed, and/or operated under the name “Marriott Vacation Club,” “Grand Residences by Marriott,” “Westin Vacation Club,” and/or “Sheraton Vacation Club” or the System or using other Licensed Marks (which Licensed Marks, for the avoidance of doubt, shall exclude the Specified Fractional Licensed Marks and Specified Fractional Licensed Names, except to the extent permitted under this Agreement in connection with the Specified Fractional Projects), all pursuant to this Agreement. Licensed Destination Club Products shall

Exhibit A - Page 9

exclude hotels and other overnight lodging accommodation products offered for transient rental, subject to Licensee’s rights set forth in Section 9.2.

“Licensed Destination Club Projects” means Destination Club Projects existing as of the Effective Date or to be developed in future, and which are marketed, developed, and/or operated under the names “Marriott Vacation Club,” “Grand Residences by Marriott,” “Westin Vacation Club,” and/or “Sheraton Vacation Club” and/or in the case of the Specific Fractional Projects, the Specified Fractional Licensed Marks and Specified Fractional Licensed Names, or the System or using other Licensed Marks, all pursuant to this Agreement. Licensed Destination Club Projects shall exclude hotels and other overnight lodging accommodation products offered for transient rental, subject to Licensee’s rights set forth in Section 9.2. Where the Licensed Destination Club Project is limited to Licensed Destination Club Units being offered within a larger, mixed-use facility, and Licensee does not control the other improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances located at such facility, then the Licensed Destination Club Project shall refer only to such Licensed Destination Club Units, and the other improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances located at such facility shall be of a quality that is comparable to that required of Licensed Destination Club Projects generally under this Agreement.

“Licensed Destination Club Units” means Destination Club Units existing as of the Effective Date or to be developed in future, and which are sold, marketed, developed, and/or operated under the name “Marriott Vacation Club.” “Grand Residences by Marriott,” “Westin Vacation Club,” and/or “Sheraton Vacation Club” or the System or using other Licensed Marks (which Licensed Marks, for the avoidance of doubt, shall exclude the Specified Fractional Licensed Marks and Specified Fractional Licensed Names, except to the extent permitted under this Agreement in connection with the Specified Fractional Projects), all pursuant to this Agreement.

“Licensed Domains” has the meaning stated in Section 13.4.B. The Licensed Domains include the Licensed Project Domains.

“Licensed Marks” means (i) (a) the name and mark “Marriott” solely as used in the names and marks “Marriott Vacation Club”, and “Grand Residences by Marriott”, in the corporate name “Marriott Vacations Worldwide”, in the Portfolio Name and Mark, in the Permitted Licensee Affiliate Names, and in the domain names documented by the parties, and the name and mark “Marriott’s” solely as used in the name of Projects, but not the name “Marriott” or “Marriott’s” used by itself or with other words, terms, designs or other elements, and (b) the Licensed Project Names; (ii) solely with respect to uses that already existed before the Effective Date, the trademark “Marriott” in stylized script format solely as used in the names and marks “Marriott Vacation Club” and “Marriott Vacation Club International” but not to be used by itself or with other words, terms, designs, or other elements; (iii) solely with respect to uses that already existed before the Effective Date, the Sun Logo used in association with Marriott Vacation Club; (iv) the stylized M “script design” solely as used in the composite M Marriott Vacation Club logo; (v) the name and mark “Marriott” solely as used in the name and mark “Marriott Golf” and “Marriott Golf Academy” pursuant to the terms set forth in Section 1.B, but not the name “Marriott” used by itself or with other words, terms, designs or other elements; (vi) the names and marks “Sheraton” and “Westin” solely as used in the names and marks “Sheraton Vacation Club” and “Westin Vacation Club”, in the Permitted Licensee Affiliate Names, and the names and marks “Sheraton” and “Westin” solely as used in the name of Projects (including Vistana Projects), but not the names “Sheraton” or “Westin” used by themselves or with other words, terms, designs or other elements, and in the domain names documented by the parties; (vii) the names and marks “St Regis” and “The Luxury Collection,” each solely as used in the names and marks of the applicable Specified Fractional Projects and in domain names documented by

Exhibit A - Page 10

the parties, but not otherwise by itself or with other words, terms, designs or other elements (the “Specified Fractional Licensed Marks”); (viii) the names and marks “St Regis” and “The Luxury Collection,” each solely as used in the names and marks “St. Regis Residence Club” and “The Luxury Collection Residence Club” (the “Specified Fractional Licensed Names”); (ix) subject to the terms and conditions of any applicable side letters, the additional names and marks set forth on Exhibit M; and (x) certain specified additional names and marks on an exclusive or non-exclusive basis that Licensor may specify in writing from time to time. The Licensed Marks shall not include other hotel brands or marks or other marks owned by Licensor or its Affiliate. The Licensed Marks do not include the Licensee Marks. For the avoidance of doubt, Licensee has been phasing out its use of the trademarks referenced in (ii) and (iii) above and is permitted to continue using the trademarks referenced in (ii) and (iii) above only for uses that already were in place prior to the Effective Date, and Licensee will not otherwise use such trademarks, or make any new uses of such trademarks, after the Effective Date. Further, as contemplated by Section 13.1.D.(1) of this Agreement, Licensor will not be required to maintain any particular registrations for such trademarks in (ii) and (iii) above and Licensor, in its sole discretion, may allow any such registrations to lapse, at which point they would cease to be Licensed Marks.

“Licensed Non-Site Specific Destination Club Program” means a Non-Site Specific Destination Club Program operating under the Licensed Marks (or other written agreement of the parties). As of the Effective Date, the Licensed Non-Site Specific Destination Club Programs include the following programs: “Marriott Vacation Club Destinations”, “Marriott Vacation Club – Asia Pacific”; “Marriott Vacation Club Destinations, Australia”, “Sheraton Flex”, “Westin Flex”, and “Westin Aventuras”.

“Licensed Project Domains” means the domain names that contain, reference, or are comprised of the Licensed Project Names.

“Licensed Project Names” means the components of the full name and mark for one or more individual Projects, but excluding the names and marks “Marriott” or “Marriott’s”, “Sheraton,” “Westin,” “St. Regis,” or “Luxury Collection” in any form. For example, “Cypress Harbour” would constitute the Licensed Project Name for a Project with respect to which the full name is “Marriott’s Cypress Harbour”. Notwithstanding the foregoing, the Licensed Project Names do not include (i) the name and mark “Kauai Lagoons” and the related design mark, which has been assigned by Licensor or its Affiliate to Licensee and is a Licensee Mark or (ii) the project names and marks of the Vistana Projects. For the avoidance of doubt, the Portfolio Name and Mark is not a Licensed Project Name, and, on the termination or expiration of this Agreement, Licensor will have no obligation to assign the Portfolio Name and Mark to Licensee or to permit Licensee to continue using the Portfolio Name and Mark.

“Licensed Residential Projects” means Residential Projects existing as of the Effective Date or to be developed in the future, and which are marketed, developed, and/or operated under the name “Grand Residences by Marriott” or the System or using other Licensed Marks, all pursuant to this Agreement. Where the Licensed Residential Project is limited to Licensed Residential Units being offered within a larger, mixed-use facility, and Licensee does not control the other improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances located at such facility, then the Licensed Residential Project shall refer only to such Licensed Residential Units, and the other improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances located at such facility shall be of a quality that is comparable to that required of Licensed Residential Projects generally under this Agreement.

Exhibit A - Page 11

“Licensed Residential Units” means Residential Units existing as of the Effective Date or to be developed in future, and which are sold, marketed, developed, and/or operated under the name “Grand Residences by Marriott” or the System or using other Licensed Marks, all pursuant to this Agreement.

“Licensed Services” means timeshare and/or residential services, including development, marketing, sales, financing and management activities related to timeshare and residential services.

“Licensed Unbranded Destination Club Units” means Destination Club Units existing as of the Effective Date or to be developed in future at the Licensed Unbranded Projects that are sold, marketed, developed and/or operated, all pursuant to this Agreement.

“Licensed Unbranded Projects” means the Vistana Beach Club and Harborside Resort at Atlantis Destination Club Projects existing as of the Effective Date together with any others developed in the future as may be approved by Licensor.

“Licensed Whole Ownership Residential Business” means the Whole Ownership Residential Business operated under (i) the name “Grand Residences by Marriott”, and (ii) the System and other Licensed Marks, all pursuant to this Agreement.

“Licensee” has the meaning stated in the preamble to this Agreement.

“Licensee Competitive Lodging Brand” has the meaning stated in Section 9.3.B.

“Licensee Confidential Information” means any confidential information, knowledge, trade secrets, business information, operating procedures and know-how that are not included in the Brand Standards, which is identified in writing as confidential and is proprietary to Licensee or its Affiliates. Licensee Confidential Information does not include any Licensor Confidential Information, or Licensor Intellectual Property. Additionally, Licensee Confidential Information shall not include information that Licensor can demonstrate was, at the time of disclosure by Licensee to Licensor, part of the public domain or became part of the public domain, by publication or otherwise, except by breach of the provisions of this Agreement.

“Licensee Intellectual Property” means the Licensee Marks and all other intangible property used by Licensee in connection with the Licensed Business, including trade secrets, customer lists, operating procedures and know-how that are not included in the Brand Standards, copyrights and copyrightable materials, patents, and online locators (including the vacationclub.com domain name and other domain names (including domain names assigned by Licensor or its Affiliates to Licensee), email addresses, metatags, screen names, and social networking names) that do not comprise or contain any of the Licensed Marks, provided, the Licensee Intellectual Property does not include any of the Licensor Intellectual Property.

“Licensee Marketing Presence” has the meaning stated in Section 2.2.D.

“Licensee Marks” means all trademarks, service marks, trade names, symbols, emblems, logos, insignias, slogans and designs and other indicia of origin (including restaurant names, lounge names, and other outlet names) which are currently exclusively used to identify or are otherwise used in connection with the Licensed Business (and not in any of Licensor’s or its Affiliates’ other businesses) (whether registered or unregistered, and whether used alone or in connection with any other words, trademarks, service marks, trade names, symbols, emblems, logos, insignias, indicia of origin, slogans, and designs) other than the Licensed Marks and other than any marks or names that contain the word “Marriott” or

Exhibit A - Page 12

other Licensor Intellectual Property. The Licensee Marks include the names and marks “Horizons”, “Grand Residences”, “Vistana”, and “Vistana Signature Experiences”, and all trademarks and names assigned by Licensor to Licensee under Section 13.7.A. The Licensee Marks do not include any of the Proprietary Marks.

“Licensee’s Website” has the meaning stated in Section 13.4.

“Licensor” means, collectively, Marriott International, Inc. and Marriott Worldwide Corporation and their successors and assigns.

“Licensor Confidential Information” means: (i) the Brand Standards, including the Brand Standards for the design, construction, renovation or operation of the Projects; (ii) Electronic Systems and accompanying documentation developed for the System or elements thereof; (iii) Licensed Business Customer Information; or (iv) any confidential information, knowledge, trade secrets, business information or know-how identified as confidential obtained from Licensor or its Affiliates (a) through the use of any part of the System or concerning the System or the operation of the Licensed Business and the Projects or (b) under any Transaction Agreements or any Vistana Transaction Agreements. Licensor Confidential Information does not include any Licensee Confidential Information or Licensee Intellectual Property. Additionally, Licensor Confidential Information shall not include information that Licensee can demonstrate was, at the time of disclosure by Licensor to Licensee, part of the public domain or became part of the public domain, by publication or otherwise, except by breach of the provisions of this Agreement.

“Licensor Intellectual Property” means (i) the Licensed Marks, and (ii) all other intangible property licensed to Licensee for use in connection with the Licensed Business, including trade secrets, Licensed Business Customer Information, Brand Standards, know-how, copyrights and copyrightable materials, and online locators that comprise or contain any of the Licensed Marks (including domain names, email addresses, metatags, screen names and social networking names), provided, the Licensor Intellectual Property does not include any of the Licensee Intellectual Property.

“Licensor Lodging Facilities” means all hotels and other lodging facilities, chains, brands, products, concepts or hotel systems owned, leased, under development, or operated or franchised, now or in the future, by Licensor or any of its Affiliates, including: (i) AC Hotels by Marriott®, AC Residences, African Pride Hotels®, Aloft® Hotels, Aloft Residences, Apartments by Marriott Bonvoy™, Autograph Collection® Hotels, Autograph CollectionSM Residences, Bvlgari® Hotels and Resorts, City Express by Marriott, Courtyard® by Marriott hotels, Delta Hotels® by Marriott, Design Hotels®, Edition® Hotels, Edition® Residences, Element® Hotels, Element Residences, Fairfield by Marriott® hotels, Fairfield Inn® by Marriott hotels, Fairfield Inn & Suites® by Marriott hotels, Four Points® by Sheraton hotels, Gaylord® Hotels, Homes & Villas by Marriott International®, JW Marriott® Hotels, JW Marriott® Hotels & Resorts, JW Marriott MarquisSM Hotels, JW Marriott® Residences, Le Méridien® Hotels and Resorts, Le MéridienSM Residences, Le Royal MéridienSM, Marriott Bonvoy®, Marriott® Conference Centers, Marriott Executive Apartments®, Marriott® Hotels, Marriott® Hotels and Conference Centers, Marriott® Hotels & Resorts, Marriott Marquis® Hotels, Marriott ResidencesSM, Marriott Resorts®, Marriott Suites® Hotels, Moxy® Hotels, Moxy Residences, Protea Hotels® by Marriott, Protea Hotel Fire & Ice!SM, Renaissance® ClubSport® Hotels, Renaissance® Hotels, Renaissance ResidencesSM, Residence Inn® by Marriott hotels, Ritz-Carlton® Hotels and Resorts, Ritz-Carlton Reserve®, The Residences at The Ritz-CarltonSM, The Ritz-Carlton Residences®, The Ritz-Carlton Yacht CollectionSM, Sheraton® Hotels & Resorts, Sheraton Grand® Hotels & Resorts, Sheraton® Residences, SpringHill Suites® by Marriott hotels, St. Regis® Hotels, Resorts and Suites, St. Regis Residences®, St. Regis Residence Club®, The Luxury Collection® Hotels,

Exhibit A - Page 13

Resorts and Suites, The Luxury Collection Residence Club®, Tribute Portfolio® Hotels and Resorts, Tribute PortfolioSM Residences, TownePlace Suites® by Marriott hotels, W® Hotels, W Residences®, Westin® Hotels, Westin® Hotels & Resorts, and Westin Residences® and (ii) any other lodging product or concept developed or utilized by Licensor or any of its Affiliates in the future.

“Licensor Management Agreement” has the meaning stated in Section 8.3.B.

“Licensor Managed Projects” has the meaning stated in Section 8.3.B.

“Licensor Usage Fees” means the fees for use of Licensor’s or its Affiliates’ Electronic Systems and other systems, copyrights and other materials, including the Reservation System Fee and the fees for any other system established under Section 10, which fees may be included in the Centralized Services Charges for the Specified Fractional Projects.

“Lodging Business” means the business of developing, promoting, constructing, owning, leasing, acquiring, financing, managing, and/or operating, or authorizing or otherwise licensing or franchising to other Persons the right to develop, promote, construct, own, lease, acquire, finance, manage and/or operate, hotels, resorts, corporate housing, serviced apartments, or other transient or extended stay lodging facilities, including Condominium Hotels, but does not include activities included in the term Destination Club Business or Whole Ownership Residential Business.

“Lodging Competitor” means any Person or an Affiliate of any Person that (i) owns or has direct or indirect Ownership Interest in a Lodging Competitor Brand or (ii) is a master franchisee, master franchisor or sub-franchisor for a Lodging Competitor Brand (for the purposes hereof, the terms master franchisee, master franchisor, and sub-franchisor each mean a Person that has been granted the right by a franchisor to offer and sell subfranchises for such Person’s own account). A Person that has an interest in a Lodging Competitor Brand merely as a franchisee or as a mere passive investor that has no Control or influence over the business decisions of the Lodging Competitor Brand, such as limited partners in a partnership or as a mere non-Controlling stockholder in a corporation, is not a Lodging Competitor for purposes of this Agreement.

“Lodging Competitor Brand” means (i) a branded full service or luxury hotel chain with both (x) four thousand (4,000) or more rooms and (y) twenty (20) or more hotels or (ii) a branded select service or extended stay hotel chain with both (x) ten thousand (10,000) or more rooms and (y) fifty (50) or more hotels; provided, however, that Lodging Competitor Brand shall not include a branded hotel chain created or developed by Licensee or its Affiliates.

“Logoed Merchandise” has the meaning stated in Section 9.1.G.

“Management Company” has the meaning stated in Section 8.3.

“Management Company Acknowledgment” means an acknowledgment signed by the Management Company, Licensee and Licensor, the current form of which is attached as Exhibit C.

“Marketing Content” means all advertising, marketing, promotional, sales and public relations concepts, press releases, materials, copy, concepts, plans, programs, seminars, brochures, directories, and sales and marketing campaigns or other information to be released to the public, whether in paper, digital, electronic or computerized form, or in any form of media now or hereafter developed.

Exhibit A - Page 14

“Marriott Call Centers” means each of Licensor’s voice reservation centers participating in the Call Center Program from time to time.

“Marriott Family Member” means J.W. Marriott, Jr., Richard E. Marriott, any brother or sister of J.W. Marriott, Sr., any children or grandchildren of any of the foregoing, any spouses of any of the foregoing, or any trust or other entity established primarily for the benefit of one or more of the foregoing.

“Marriott Properties” means, as of the Effective Date, lodging and other facilities available to customers that are owned, operated, managed, marketed, developed, franchised or licensed under the following brands: AC Hotels by Marriott, African Pride Hotels, Autograph Collection, Bulgari Hotels & Resorts, Conference Center by Marriott, Courtyard by Marriott, Delta Hotels & Resorts, EDITION, Fairfield Inn by Marriott, Fairfield Inn & Suites by Marriott, Gaylord Hotels, Grand Residences by Marriott, JW Marriott, JW Marriott Marquis, Marriott Executive Apartments, Marriott Hotels & Resorts, Marriott Marquis, Marriott Vacation Club, Moxy Hotels, Protea Hotel Fire & Ice!, Protea Hotels, Renaissance, Renaissance ClubSport, Residence Inn by Marriott, The Ritz-Carlton, The Ritz-Carlton Destination Club, The Ritz-Carlton Reserve, SpringHill Suites by Marriott, TownePlace Suites by Marriott, Aloft, Design Hotels (but only to the extent such Design Hotels participate in the Marriott Bonvoy program), Element, Four Points, Le Méridien, Sheraton, St. Regis, The Luxury Collection, Tribute Portfolio, W Hotels and Westin. Other brands serviced by Licensor’s call centers may be added to the brands above at Licensor’s sole discretion.

“Marriott Vacation(s) Phrase(s)” is defined in Section 2.2.C.

“Marriott Vacation(s) Phrase Endorsement” is defined in Section 2.2.C(i).

“Maximum Available Net Assets” shall mean, with respect to any Person, the greatest of the Available Net Assets of such Person calculated as of the following dates: (A) the Effective Date, and (B) each date on which such Person expressly reaffirms the Guaranty set forth in Section 28.

“Merger Letter Agreement” is defined in Recital D.

“Member” means (i) an owner of a timeshare, fractional, or interval ownership interest, use right or other entitlement to use a Destination Club Unit or (ii) an owner of an interest in a Residential Unit.

“Member Service Center” means a facility at which Licensee provides Members with off-site services with respect to their use and enjoyment of interests in Licensed Destination Club Products.

“Minimum Customer Satisfaction Score” means the minimum score that Projects are required to meet and maintain for customer satisfaction under the Customer Satisfaction System.

“Modified Third-Party List” has the meaning stated in Section 9.1.E.

“MVW Destination Club Business” is defined in Recital D.

“MVC Portion” has the meaning stated in the definition of Base Royalty.

“Negotiation Opportunity Notice” has the meaning stated in Sections 5.4.A and 5.6.

“New Licensee Programs” has the meaning stated in Section 9.5.B.

Exhibit A - Page 15

“New Project Application” has the meaning stated in Section 5.2.A.

“New Projects” means Licensed Destination Club Projects and Licensed Residential Projects that are not in existence or operating as of the Effective Date but that are subsequently developed and operated pursuant to the terms and conditions of this Agreement.

“Non-Controlled Property Owners’ Association” means a Property Owners’ Association that is not controlled by Licensee or one of its Affiliates.

“Non-Renewal Agreement” has the meaning stated in Section 18.1.A(ii).

“Non-Site Specific Destination Club Ownership Vehicle” means an ownership vehicle (such as a trust or property owning company) that (i) holds interests in Destination Club Units and (ii) is included as part of a Non-Site Specific Destination Club Program.

“Non-Site Specific Destination Club Program” means a program under which purchasers acquire an ownership interest, use right or other entitlement to use a system of Destination Club Projects.

“Obligations” has the meaning stated in Section 28.1.

“Offering Documents” has the meaning stated in Section 9.1.B.

“Operating Supplies” has the meaning stated in the Brand Standards – Resort Operations.

“Operational Brand Standards” means those standards related to marketing and sales operations, Member services, and Project operations, as set forth in the following documents as they exist on the Effective Date, as they may be modified pursuant to Section 7.2: (i) Brand Standards – Owner Services; (ii) Brand Standards – Resort Operations; and (iii) Brand Standards – Marketing and Sales Operations.

“Original Effective Date” means November 19, 2011.

“Original MVW License Agreement” is defined in Recital D.

“Original Project” means a Project that was an Existing Project (as was defined in the Original MVW License Agreement) or an Existing Property (as was defined in the Vistana License Agreement).

“Other Mark(s)” means any trademark, trade name, symbol, slogan, design, insignia, emblem, device, or service mark that is not a Licensed Mark.

“Ownership Interest” means all forms of ownership of legal entities or property, both legal and beneficial, voting and non-voting, including stock interests, partnership interests, limited liability company interests, joint tenancy interests, leasehold interests, proprietorship interests, trust beneficiary interests, proxy interests, power-of-attorney interests, and all options, warrants, and any other forms of interest evidencing ownership or Control.

“Payment Obligations” has the meaning stated in Section 3.8.A.

“Permitted Corporate Name” has the meaning stated in Section 13.2.A(3).

“Permitted Licensee Affiliate Names” has the meaning stated in Section 13.2.A(3)(ii).

Exhibit A - Page 16

“Permitted Territorial Restrictions” has the meaning stated in Section 5.7.B.

“Permitted Variations” means (i) amendments, insertions and/or deletions to the “Insurance and Indemnification” provisions in Section 4 of Exhibit F and/or (ii) such amendments, insertions and/or deletions to the provisions set forth in Exhibit F as are necessary or advisable in order to ensure the effectiveness of the sublicense under the laws of a jurisdiction outside of the United States of America.

“Person” means an individual; legal entity such as a partnership, trust, corporation, limited liability company; a government; an unincorporated organization; or any other legal entity of any kind.

“Personally Identifiable Information” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number, or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically) and that is generated, collected, stored or obtained as part of this Agreement or in connection with the Licensed Business, including transactional and other data pertaining to users.

“Portfolio Name and Mark” means (i) the name and mark “The Marriott Vacation Clubs”, and (ii) all stylized or composite formats of such mark approved by Licensor, in each case, to be used in accordance with Section 1.A(c) and the other applicable provisions of this Agreement.

“Prime Rate” shall mean the “Prime Rate” of interest in the United States of America published from time to time by the Bloomberg Press at http://www.bloomberg.com, or such other internationally recognized website or publication publishing the prime rate of interest in the United States of America as Licensor may reasonably determine.

“Project-Specific Side Letter” has the meaning stated in Section 5.2.H.

“Projects” means the Existing Projects and the New Projects.

“Property Owners’ Association” means an association of owners of interests in Licensed Destination Club Units, in Licensed Residential Units, or in a Licensed Non-Site Specific Destination Club Program.

“Proprietary Marks” means the Licensed Marks, the Licensor Intellectual Property, and any other intangible property, trademarks, trade names, trade dress, words, symbols, logos, slogans, designs, insignia, emblems, devices, service marks, and indicia of origin (including restaurant names, lounge names, or other outlet names), or combinations thereof, that are owned or registered by Licensor or any of its Affiliates, or are used to identify or are otherwise associated by virtue of usage with the System, all as may be changed, deleted, added to or otherwise modified by Licensor or its Affiliates. The Proprietary Marks may be owned currently by Licensor or any of its Affiliates or later developed or acquired, and may or may not be registered or applied for in any jurisdiction. The Proprietary Marks do not include any Licensee Marks or Licensee Intellectual Property.

“Public Facilities” means any meeting rooms, conference rooms, restaurants, bars, lounges, pools, recreation facilities, lobby areas, and all other similar public facilities.

“Purchase Contract” has the meaning stated in Section 3.1.C(ii).

Exhibit A - Page 17

“Quality Assurance Audit System” means the process utilized by Licensee to measure the quality and performance of operations at the Projects as it exists on the Effective Date, as it may be modified pursuant to Section 7.2.

“Quality Assurance Program” means the quality assurance program used by Licensee to monitor customer satisfaction and the operations, facilities and services at the Projects as it exists on the Effective Date, as it may be modified pursuant to Section 7.2. The Quality Assurance Program includes the Customer Satisfaction System and the Quality Assurance Audit System.

“Registrar” means an organization responsible for reserving domain names and assigning unique IP addresses.

“Remediation Arrangement” means an arrangement agreed to by Licensor and Licensee under which, as applicable, Licensee agrees to (and completes) the cure of any material noncompliance with this Agreement or the Brand Standards or Licensor agrees to (and completes) the cure of any material failure to comply with Licensor’s material obligations under this Agreement. Such Remediation Arrangement shall provide (i) reasonable opportunities for the parties to consult with each other or their respective Affiliates with respect to the appropriate cure for such noncompliance and (ii) for reasonable time periods for Licensee or Licensor, as applicable, to diligently pursue and cure such noncompliance, and the period to cure under the Remediation Arrangement shall not exceed one (1) year unless otherwise agreed by the parties.

“Reservation System” means any reservation system designated by Licensor for use by Specified Licensed Brand Hotels (including all Software, Hardware and electronic access related thereto).

“Reservation System Fee” means the fee Licensee must pay to Licensor representing Licensee’s share of the costs and expenses of the Reservation System, including development and incremental operating costs, ongoing maintenance, field support costs, and a reasonable return on capital.

“Residential Project” means a project that includes Residential Units, including all land used in connection with the project and (i) the freehold or long-term leasehold interest to the site of the project; (ii) all improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances (including the project building and all operating systems) located at the site of the project; and (iii) all furniture, fixtures, equipment, supplies and inventories installed or located in the Public Facilities of such improvements at the site of the project.

“Residential Royalty Fees” has the meaning stated in Section 3.1.B.

“Residential Units” means whole ownership residential units, including single family homes, condominium units, or other housing units which are owned on a whole (not fractional) ownership basis.

“Ritz-Carlton Licensed Business” means the Destination Club Business and Whole Ownership Residential Business of Licensee that is licensed to use the “Ritz-Carlton” name and mark pursuant to the Ritz-Carlton License Agreement.

“Ritz-Carlton License Agreement” is defined in Recital J.

“Royalty Fees” means, collectively, the Destination Club Royalty Fees and the Residential Royalty Fees.

Exhibit A - Page 18

“Sales Facilities” means galleries, desks and other physical facilities from which interests in Destination Club Units and/or Residential Units which are part of the Licensed Business are offered and sold to the public. “Separation and Distribution Agreement” means the Separation and Distribution Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation entered into in connection with the Spin-Off Transaction.

“Separation Plan” has the meaning stated in Section 9.3.B.

“Service Modifications” has the meaning stated in Section 11.2.C.

“Services Manual” means the manual under which certain services are provided by Licensor or its Affiliates to Licensee or its Affiliates in accordance with Section 11.2.

“Significant Shareholder” means any Person that is:

(i) either a Marriott Family Member or on the date hereof possesses, directly or indirectly, and such possession has been publicly disclosed, the power to vote 5% or more of the outstanding shares of common stock of the Licensee,

(ii) or hereafter becomes a spouse of or any other relative (by blood, marriage or adoption) of a Person described in clause (i),

(iii) or becomes a transferee of the interests of any of the foregoing Person or Persons by descent or by trust or similar arrangement intended as a method of descent, or

(iv) (x) an employee benefit or stock ownership plan of the Licensee or (y) a grantor trust established for the funding, directly or indirectly, of the Licensee’s employee benefit plans and programs.

“Soft Goods” means textile, fabric and vinyl and similar products used in finishing and decorating the Licensed Destination Club Units and the corridors and the Public Facilities of the Projects, such as vinyl wall and floor coverings, drapes, sheers, cornice coverings, carpeting, bedspreads, lamps, lamp shades, artwork, task chairs, upholstery and all other unspecified items of the same class.

“Software” means all computer software and accompanying documentation (including all future enhancements, upgrades, additions, substitutions and other modifications) provided to Licensee by or through Licensor and/or third parties designated by Licensor or its Affiliates required for the operation of and connection to any Electronic System.

“Specially Designated National or Blocked Person” means: (i) a Person designated by the U.S. Department of Treasury’s Office of Foreign Assets Control as a “specially designated national or blocked person” or similar status; (ii) a Person described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001; or (iii) a Person otherwise identified by government or legal authority as a Person with whom Licensor, Licensee or any of their Affiliates, are prohibited from transacting business. As of the Effective Date, a list of such designations and the text of the Executive Order are published under the internet website address https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country-information.

“Specified Branded Hotels” means hotels or resorts operated under the following brands: Marriott Hotels, Resorts and Suites (including Marriott Marquis Hotels), JW Marriott Hotels and Resorts

Exhibit A - Page 19

(including JW Marriott Marquis Hotels), Renaissance Hotels and Resorts, Courtyard by Marriott Hotels, Ritz-Carlton Hotels and Resorts, Autograph Collection Hotels, Gaylord Hotels, Delta Hotels & Resorts, Le Méridien Hotels, Tribute Portfolio Hotels, W Hotels, The Luxury Collection Hotels, Sheraton Hotels, Westin Hotels and St. Regis Hotels and Resorts.

“Specified Fractional Licensed Marks” has the meaning stated in the definition of Licensed Marks.

“Specified Fractional Licensed Names” has the meaning stated in the definition of Licensed Marks.

“Specified Fractional Projects” means the fractional Destination Club Units existing as of the Effective Date located at: The St. Regis Residence Club, New York; The St. Regis Residence Club, Aspen; and The Phoenician Residences, The Luxury Collection Residence Club, and which are marketed, developed and/or operated under the Specified Fractional Licensed Marks using the System.

“Specified Licensed Brand Hotel(s)” means full-service hotels or resorts operated by Licensor, an Affiliate of Licensor, or a franchisee or licensee of Licensor or its Affiliates under the trade names: Marriott® Hotels & Resorts, Marriott Marquis® Hotels, Marriott Resorts®, Marriott Suites® Hotels, The Luxury Collection® Hotels, Resorts and Suites, Sheraton® Hotels & Resorts, Westin® Hotels & Resorts and St. Regis® Hotels, Resorts and Suites.

“Spin-Off Transaction” is defined in Recital C.

“Starwood” is defined in Recital E.

“StarOptions Mark” means the name and mark “StarOptions”.

“System” means the Brand Standards, the Licensor Intellectual Property and other distinctive, distinguishing elements or characteristics that Licensor or its Affiliates have developed, designated or authorized for the operation of the Licensed Business and the Projects, including: the Reservation System and other Electronic Systems, the Brand Loyalty Programs, training programs, Licensor websites, and advertising programs, as such may be modified, amended or supplemented in accordance with Section 7.2. The System does not include any of the Licensee Intellectual Property.

“System Removal Agreement” has the meaning stated in Section 18.1.A(ii).

“Tax Sharing and Indemnity Agreement” means the Tax Sharing and Indemnity Agreement between Marriott International, Inc. and Marriott Vacations Worldwide Corporation entered into in connection with the Spin-Off Transaction.

“Taxes” means all taxes (including any sales, gross receipts, value-added or goods and services taxes), levies, charges, impositions, stamp or other duties, fees, deductions, withholdings or other payments levied or assessed by any competent governmental authority, including by any federal, national, state, provincial, local, or other tax authority.

“Term” means the Initial Term and the Extension Terms, if any.

“Territory” means the world.

Exhibit A - Page 20

“Third-Party List” has the meaning stated in Section 9.1.E.

“Total Available Net Assets” has the meaning set forth in Section 28.3.

“Trademark Rights Activities” has the meaning stated in Section 13.8.

“Transaction Agreements” has the meaning stated in the Separation and Distribution Agreement.

“Transfer” means any sale, conveyance, assignment, exchange, pledge, encumbrance, lease or other transfer or disposition, directly or indirectly, voluntarily or involuntarily, absolutely or conditionally, by operation of law or otherwise.

“Transferred Lodging Property” means the property contributed by Starwood to Vistana pursuant to the Amended and Restated Separation Agreement among Starwood, Vistana and ILG, dated as of April 18, 2016, for conversion, in whole or in part, into Licensed Destination Club Projects, such property being The Westin Resort and Spa, Cancun.

“Travel Expenses” means all commercially reasonable travel, food and lodging, living, and other out-of-pocket costs and expenses (including, the cost and expense of obtaining any required visas, work permits or similar documentation).

“Undeveloped Parcels” has the meaning stated in Section 5.3.A.

“Unregistered Area” has the meaning stated in Section 13.1.C(2).

“Upscale Brand Segment”, “Upper-Upscale Brand Segment” and “Luxury Brand Segment” mean the “upscale”, “upper-upscale” and “luxury” brand segments, respectively, of the hospitality industry as defined by Smith Travel Research (or its successor). If at any time such segments are not then defined by Smith Travel Research (or its successor), then such segments shall be replaced by comparable segments as are then defined by Smith Travel Research (or its successor). In the event Smith Travel Research (or its successor) ceases to define comparable segmentation or in the event that Smith Travel Research (or its successor) ceases to exist, then the parties shall identify a replacement source and a replacement definition of segments comparable to “upscale”, “upper-upscale” and “luxury” as previously defined by Smith Travel Research (or its successor). Any dispute regarding the selection of replacement definitions or sources shall be settled by Expert resolution in accordance with Section 22.5.

“Vistana” is defined in Recital E.

“Vistana Destination Club Business” is defined in Recital E.

“Vistana Legacy Brands” means Westin, Sheraton, St. Regis and Luxury Collection.

“Vistana License Agreement” means that certain License, Services and Development Agreement dated as of May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana, and Interval Leisure Group, Inc., including any amendments, modifications, or supplements thereof.

“Vistana Portion” has the meaning stated in the definition of Base Royalty.

“Vistana Projects” means all Destination Club Projects existing on the Effective Date that use a name that includes “Sheraton,” “Westin,” “St. Regis,” or “Luxury Collection” in any form.

Exhibit A - Page 21

“Vistana Transaction Agreements” means the Vistana License Agreement and the other Transaction Agreements as defined therein.

“Vulnerable Registrations” has the meaning stated in Section 13.1.C(2).

“Whole Ownership Residential Business” means the business of (i) developing and operating Residential Projects; (ii) developing, selling, marketing, managing, operating and financing Residential Units; (iii) managing rental programs associated with Residential Projects; (iv) establishing and operating sales facilities for Residential Units; (v) managing the owner services related to Residential Units; and (vi) managing or operating the amenities of Residential Projects (e.g. country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops, etc.) located at or in the general vicinity of Residential Projects and businesses that are ancillary to the foregoing activities, all associated with Residential Projects.

Exhibit A - Page 22

EXHIBIT B

EXISTING PROJECTS


Approved Name of Project	Address of Project	Project Operator	Destination Club and/or Residential
Grand Residences by Marriott, Kauai Lagoons	3325 Holokawelu Way Lihue, Kauai, Hawaii 96766	Marriott Resorts Hospitality Corporation	Residential
Grand Residences by Marriott, Lake Tahoe	1001 Heavenly Village Way South Lake Tahoe, California 96150	Marriott Resorts Hospitality Corporation	Destination Club Residential
Grand Residences by Marriott - Mayfair-London	47 Park Street, London England W1K 7EB United Kingdom	MGRC Management Limited	Destination Club
Marriott’s Aruba Ocean Club	LG Smith Boulevard #99 Palm Beach, Aruba	Marriott Resorts Hospitality of Aruba, N.V.	Destination Club
Marriott’s Aruba Surf Club	103 L. G. Smith Boulevard Palm Beach, Aruba	Costa del Sol Development Company, N.V.	Destination Club
Marriott’s Bali Nusa Dua Gardens	Jl.Nusa Dua Selatan, Lot SW-1, Nusa Dua Bali, Indonesia 80363	PT Indonesia MOC Services	Destination Club
Marriott’s Bali Nusa Dua Terrace	Kawasan Pariwisata ITDC Lot SW 4-5, Nusa Dua, 80363, Indonesia	PT Indonesia MOC Services	Destination Club
Marriott’s Barony Beach Club	5 Grasslawn Avenue Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s BeachPlace Towers	21 South Fort Lauderdale Beach Blvd Fort Lauderdale, Florida 33316	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Canyon Villas	5220 E. Marriott Drive Phoenix, Arizona 85054	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Club Son Antem	CTRA MA 19 Salida 20 Llucmajor, 07620 Spain	MVCI Management, S.L.	Destination Club
Marriott’s Crystal Shores	600 South Collier Boulevard Marco Island, Florida 34145	Marriott Resorts Hospitality Corporation	Destination Club
Marriott Vacation Club, Custom House, Boston	3 McKinley Square Boston, Massachusetts 02109	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Cypress Harbour	11251 Harbour Villa Road Orlando, Florida 32821	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Desert Springs Villas I	1091 Pinehurst Lane Palm Desert, California 92260	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Desert Springs Villas II	1091 Pinehurst Lane Palm Desert, California 92260	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Fairway Villas	500 East Fairway Lane Galloway, New Jersey 08205	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Frenchman’s Cove	7338 Estate Bakkeroe St. Thomas 00801 U.S. Virgin Islands	Marriott Ownership Resorts (St. Thomas), Inc.	Destination Club
Marriott’s Grand Chateau	75 East Harmon Avenue Las Vegas, Nevada 89109	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Grande Ocean	51 South Forest Beach Drive Hilton Head, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Grande Vista	5925 Avenida Vista Orlando, Florida 32821	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Harbour Lake	7102 Grand Horizons Boulevard Orlando, Florida 32821	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Harbour Club	144 Light House Road Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club

Exhibit B-1 - Page 1


Approved Name of Project	Address of Project	Project Operator	Destination Club and/or Residential
Marriott's Harbour Point	4 Shelter Cove Lane Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Heritage Club	18 Light House Road Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Imperial Palm Villas	8404 Vacation Way Orlando, Florida 32821	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Kauai Beach Club	3610 Rice Street, Kalapaki Beach Lihue, Kauai, Hawaii 96766	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Kauai Lagoons	3325 Holokawelu Way Lihue, Kauai, Hawaii 96766	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Ko Olina Beach Club	92-161 Waipahe Place Kapolei, Oahu, Hawaii 96707	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Lakeshore Reserve	11715 Lakeshore Reserve Drive Orlando Florida 32837	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Legends Edge at Bay Point	4000 Marriott Drive Panama City Beach, Florida 32408	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Mai Khao Resort - Phuket	234 Mai Khao Talang Thepsasatri Road Phuket, 83110 Thailand	MVCI Asia Pacific PTE. Limited	Destination Club
Marriott’s Manor Club at Ford’s Colony	101 St. Andrews Drive Williamsburg, Virginia 23188	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Marbella Beach Resort	Crta. de Cadiz, KM 193 Urb. Marbella del Este Marbella, Malaga 29604 Spain	MVCI Management S.L.	Destination Club
Marriott's Maui Ocean Club - Molokai, Maui & Lanai Towers Marriott's Maui Ocean Club - Lahaina & Napili Towers	100 Nohea Kai Drive Lahaina, Maui, Hawaii 96761	Marriott Resorts Hospitality Corporation	Destination Club
Marriott Vacation Club, the Mayflower, Washington, D.C.	1127 Connecticut Avenue NW, Washington, D.C. 20036	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Monarch at Sea Pines	91 North Sea Pines Drive Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s MountainSide	1305 Lowell Avenue Park City, Utah 84060	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Mountain Valley Lodge	655 Columbine Road Breckenridge, Colorado 80424	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Newport CoastVillas	23000 Newport Coast Drive Newport Coast, California 92657	Marriott Resorts Hospitality Corporation	Destination Club
Marriott Vacation Club, New York City	33 West 37th Street New York, New York 10018	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Oceana Palms	3200 North Ocean Drive Riviera Beach, Florida 33404	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Ocean Pointe	71 Ocean Avenue Palm Beach Shores, Florida 33404	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s OceanWatch Villas at Grande Dunes a/k/a/ Marriott’s OceanWatch Villas	8500 Costa Verde Drive Myrtle Beach, South Carolina 29572	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Phuket Beach Club	230 Moo, Maikhao, Talang Phuket, 83110 Thailand	- MVCI Management (Europe), Limited - Marriott Hotels (Thailand), Limited	Destination Club
Marriott’s Playa Andaluza	Ctra. de Cadiz, km 168 Estepona, 29680 Spain	MVCI Management S.L.	Destination Club

Exhibit B - Page 2


Approved Name of Project	Address of Project	Project Operator	Destination Club and/or Residential
Marriott’s Royal Palms	8805 World Center Drive Orlando, Florida 32821	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Sabal Palms	8404 Vacation Way Orlando, Florida 32821	Marriott Resorts Hospitality Corporation	Destination Club
Marriott's Shadow Ridge I-The Villages Marriott's Shadow Ridge II- The Enclaves	9003 Shadow Ridge Road Palm Desert, California 92211	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s St. Kitts Beach Club	858 Frigate Bay Road Frigate Bay, Saint Kitts and Nevis	MVCI St. Kitts Company Limited	Destination Club
Marriott’s StreamSide at Vail, Birch	2284 South Frontage Road West Vail, Colorado 81657	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s StreamSide at Vail, Douglas	2284 South Frontage Road West Vail, Colorado 81657	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s StreamSide at Vail, Evergreen	2284 South Frontage Road West Vail, Colorado 81657	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Summit Watch	780 Main Street Park City, Utah 84060	Marriott Resorts Hospitality Corporation	Destination Club
Marriott's Sunset Pointe	4 Shelter Cove Lane Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s SurfWatch	10 SurfWatch Way Hilton Head Island, S. Carolina 29928	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Timber Lodge	4100 Lake Tahoe Boulevard South Lake Tahoe, California 96150	Marriott Resorts Hospitality Corporation	Destination Club
Marriott Vacation Club at Surfers Paradise	158 Ferny Avenue Surfers Paradise QLD, Australia 4217	MVCI Australia Pty Ltd	Destination Club
Marriott Vacation Club at The Empire Place	88 Naradhiwas Rajanagarindra Road Sathorn Yannawa, 10120, Thailand	MVCI Asia Pacific PTE. Limited	Destination Club
Marriott Vacation Club at Los Sueños	800 Meters West of Herradura Entrance Herradura 028-4023, Costa Rica	Management Company - MVC LS Costa Rica, Limitada.	Destination Club
Marriott Vacation Club, San Diego	701 A Street, A Street San Diego, CA 92101	Marriott Resorts Hospitality Corporation	Destination Club
Marriott Vacation Club, San Francisco	2620 Jones Street, San Francisco, California 94133	Marriott Resorts Hospitality Corporation	Destination Club
Marriott Vacation Club, South Beach	410 Ocean Dr. Miami Beach, Florida 33139	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Village d’lle-de-France	Allee de l’Orme Rond Bailly-Romainvilliers, 77700 France	MVCI Holidays France, S.A.S.	Destination Club
Marriott’s Villas at Doral	4101 NW 87th Avenue Miami, Florida 33178	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Waikoloa Ocean Club	69-275 Waikoloa Beach Drive, Waikoloa Village, Hawaii 96738	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Waiohai Beach Club	2249 Poipu Road Koloa Kaua’i, Hawaii 96756	Marriott Resorts Hospitality Corporation	Destination Club
Marriott’s Willow Ridge Lodge	2929 Green Mountain Drive Branson, Missouri 65616	Marriott Resorts Hospitality Corporation	Destination Club
Sheraton Vistana Resort	8800 Vistana Centre Drive Orlando, Florida 32821	Vistana Management, Inc.	Destination Club
Sheraton Vistana Villages	12401 International Drive Orlando, Florida 32821	Vistana Management, Inc.	Destination Club

Exhibit B - Page 3


Approved Name of Project	Address of Project	Project Operator	Destination Club and/or Residential
Sheraton PGA Vacation Resort	8702 Champions Way Port St. Lucie, Florida 34986	Vistana Management, Inc.	Destination Club
The Westin Nanea Ocean Villas	45 Kai Malina Parkway, Lahaina, Maui, Hawaii 96761	Vistana Hawaii Management, Inc.	Destination Club
The Westin Ka’anapali Ocean Resort Villas	6 Kai Ala Drive, Lahaina, Maui, Hawaii 96761	Vistana Hawaii Management, Inc.	Destination Club
The Westin Ka’anapali Ocean Resort Villas North	170 Kai Ala Drive, Lahaina, Maui, Hawaii 96761	Vistana Hawaii Management, Inc.	Destination Club
The Westin Princeville Ocean Resort Villas	3838 Wyllie Road, Princeville, Kauai, Hawaii 96722	Vistana Hawaii Management, Inc.	Destination Club
Sheraton Kaua’i Resort	2440 Hoonani Road, Kauai, Hawaii 96756	Vistana Hawaii Management, Inc.	Destination Club
The Westin Lagunamar Ocean Resort Villas & Spa	Cancún, Mexico	Turistica Cancun S. de R.L. de C.V.	Destination Club
The Westin Los Cabos Resort Villas & Spa	Los Cabos, Mexico	Hoteles Cabos K22.5, S. de R.L. de C.V	Destination Club
The Westin Los Cabos Resort Villas – Baja Point	Los Cabos, Mexico	Hoteles Cabos K22.5, S. de R.L. de C.V	Destination Club
The Westin St. John Resort Villas	300B Chocolate Hole Great Cruz Bay, St. John, 00830 U.S. Virgin Islands	Westin Vacation Management Company	Destination Club
Sheraton Broadway Resort	3301 Robert M. Grissom Parkway Myrtle Beach, South Carolina 29577	Vistana MB Management, Inc.	Destination Club
The Westin Mission Hills Resort Villas	71777 Dinah Shore Dr., Rancho Mirage, California 92270	Vistana California Management, Inc.	Destination Club
The Westin Desert Willow Villas, Palm Desert	75 Willow Ridge, Palm Desert, California 92260	Vistana California Management, Inc.	Destination Club
The Westin Kierland Villas	15620 North Clubgate Drive, Scottsdale, Arizona 85254	Vistana Arizona Management, Inc.	Destination Club
Sheraton Desert Oasis	17700 N Hayden Road Scottsdale, Arizona 85255	Vistana Scottsdale Management, Inc.	Destination Club
Sheraton Mountain Vista	160 West Beaver Creek Blvd Avon, Colorado 81620	Vistana Colorado Management, Inc.	Destination Club
The Westin Riverfront Mountain Villas	218 Riverfront Lane Avon, Colorado 81620	Vistana Management, Inc.	Destination Club
Sheraton Lakeside Terrace Villas at Mountain Vista	173 Lake Street Avon, Colorado 81620	Points of Colorado, Inc.	Destination Club
Sheraton Steamboat Resort Villas	2200 Village Inn Court Steamboat Springs, Colorado 80487	Vistana Management, Inc. (Villas and East Tower) Vistana Colorado Management, Inc. (West Tower)	Destination Club
The St. Regis Residence Club, New York	Two East 55th Street at Fifth Avenue New York, New York 10022	St. Regis New York Management, Inc.	Destination Club
The St. Regis Residence Club, Aspen	315 E Dean Street Aspen, Colorado 81611	St. Regis Colorado Management, Inc.	Destination Club
The Phoenician Residences, The Luxury Collection Residence Club	Scottsdale, Arizona	Vistana Management, Inc.	Destination Club
Marriott Vacation Club, Waikiki	2080 Kalakaua Ave Honolulu, Hawaii 96815	Marriott Resorts Hospitality Corporation	Destination Club
[Charleston Project - Name TBD]	235 East Bay Street, Charleston, SC 29401	Marriott Resorts Hospitality Corporation	Destination Club
WVC Savannah Project – Name TBD	200 East St. Julian Street, Savanna, GA
MVC Nashville Project – Name TBD	1213 Grundy Street, Nashville, TN

Exhibit B - Page 4


Approved Name of Project	Address of Project	Project Operator	Destination Club and/or Residential
MVC Khao Lak – Name TBD	Khao Lak, Phang Nga, Thailand 82220
Marriott’s Bali Nusa Dua Terrace (“Enclave”) – Name TBD	Nusa Dua, Bali, Indonesia 80363

* For the avoidance of doubt, as of the Effective Date, the Harborside Resort at Atlantis and Vistana’s Beach Club are the only Licensed Unbranded Projects (and Licensed Unbranded Projects are not included with the definition of “Existing Projects” or “Licensed Destination Club Projects”).

Exhibit B - Page 5

EXHIBIT B-1 - UNDEVELOPED PARCELS


PROJECT/ASSET			INVENTORY TO BE SOLD
Canyon Villas, Phoenix, AZ			Phase 7
Club Son Antem, Mallorca			Future Phase Parcels
Fairway Villas, NJ Seaview Parcels (Original MVCI Parcels)			Residential • House Lot (0.69 acres) • Lot used for Golf (0.58 acres) • New Lots on Ridgewood (5.82 acres) • New Lot on Seaview (3.44 acres) • Residential (45.67 acres) • Comm. Carve-out (5.0 acres) Timeshare • Building G (1.89 acres) • Building H (2.12 acres) • Building I • Open & Ops (7.35 acres)
Fairway Villas, NJ Seaview Parcels (MHS & MI Parcels)			• Pines 18-hole golf course, driving range, golf shed (159.3) • Single Family Lots (49.0 acres) • Comm. Parcel (3.4 acres) • Wetlands (232.1 acres)
Frenchman’s Cove, St. Thomas			Phases 7 & 8
Grand Chateau, Las Vegas, NV			Tower 4, Phase 4 – Part of 3+ acre site not subdivided
Grand Vista, FL (Parcel 15)			Undeveloped Parcel (3 acres)
Harbour Lake, Orlando, FL			Phases 4, 5, 6, 7, 8, 9, 10, 11 & 12
Ko Olina, HI			Phases 6 & 7
Lakeshore Reserve (Grande Lakes), Orlando, FL			Phases 2, 3, 4, 5 & 6
Playa Andaluza, Spain			Future Phase Parcels
Shadow Ridge II, Palm Desert, CA			Phases 9A, 9B, 10A, 10B, 11, 12, 14, 13A & 13B

Exhibit B-1 - Page 1


PROJECT/ASSET			INVENTORY TO BE SOLD
St. Thomas Sequel, Cabrita Point, USVI Residential Lots			Lots: 6E
Willow Ridge Lodge, MO			Land Designated for Buildings G, F, H & I (194 units planned) and Buildings B & C
Sheraton PGA Vacation Resort			20 acres
The Westin St. John Resort			7 acres & Future Phases
Sheraton Broadway			5.5 acres
The Westin Los Cabas Resort Villas & Spa (Baja Point/adjacent undeveloped land)			9 acres
Land adjacent to Sheraton Kauai Resort (EAK Parcel)			11 acres
Westin Desert Willow			5 Phases

Exhibit B - Page 2

EXHIBIT C

MANAGEMENT COMPANY ACKNOWLEDGMENT

This Management Company Acknowledgment (“Management Company Acknowledgment”) is executed as of ___________________, 20__, by and among __________________, a ______________ (“Management Company”), Marriott Vacations Worldwide Corporation, a Delaware corporation (“Licensee”), and Marriott International, Inc., a Delaware corporation and Marriott Worldwide Corporation, a Maryland corporation (collectively, “Licensor”).

WHEREAS, Management Company has entered into an agreement (“Management Agreement”) with Licensee, pursuant to which Management Company will operate the [NAME OF PROJECT] (the “Project”) located at _____________________ (“Approved Location”), in accordance with the terms of that certain Amended & Restated License, Services and Development Agreement dated effective January 1, 2024 for Marriott Projects (as such agreement may be amended, supplemented, restated or otherwise modified, the “License Agreement”) between Licensor and Licensee; and

WHEREAS, Licensee has requested that Licensor consent to the operation of the Project by Management Company in accordance with the License Agreement.

NOW, THEREFORE, in consideration of the mutual undertakings and benefits to be derived herefrom, the receipt and sufficiency of which are acknowledged by each of the parties hereto, it is hereby agreed as follows:

1. Licensor’s Consent. Subject to and in accordance with the terms and conditions of this Management Company Acknowledgment and the License Agreement, Licensor hereby consents to the operation of the Project by Management Company and grants to Management Company the right to operate the Project in accordance with the Brand Standards and to access and use the System, at, and only at, the Approved Location during the term of the License Agreement on behalf of Licensee. Licensor’s grant in the immediately preceding sentence will terminate without notice to Management Company contemporaneously with the occurrence of any of the following events: (a) any termination of the License Agreement or Licensee’s rights under the License Agreement with respect to the Project or (b) the execution of another management company acknowledgment among Licensor, Licensee and another management company with respect to the Project; provided that the duties and obligations of Management Company that by their nature or express language survive such termination, including Sections 3.b. and c. below, will continue in full force and effect notwithstanding the termination of Licensor’s grant in the immediately preceding sentence.

2. Management Company Representations and Covenants. Management Company represents and warrants to Licensor that:

a. Management Company (and any Person this is in Control of Management Company or that is Controlled by Management Company) (i) is not known in the community as being of bad moral character; (ii) has not been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of one million dollars ($1,000,000) (as adjusted annually after the Effective Date of the License Agreement by the GDP Deflator) or more; (iii) is not a Specially Designated National or Blocked Person; or (iv) is not a Lodging Competitor;

Exhibit C - Page 1

b. neither Management Company nor any Affiliate of Management Company is a Lodging Competitor; and

c. the Management Agreement is valid, binding and enforceable and contains no terms, conditions, or provisions that are, or through any act or omission of Licensee or Management Company, may be or may cause a breach of or default under the License Agreement.

3. Management Company and Licensee Acknowledgments. Management Company and Licensee covenant and agree to the following:

a. Management Company will have the exclusive authority and responsibility for the day-to-day on-site management of the Project on behalf of and for the benefit of Licensee with respect to and in accordance with the terms of the License Agreement. The general manager of the Project will be an employee of Management Company and devote such time and attention to the management and operation of the Project as is necessary to fully comply with the terms, conditions and restrictions set forth in the License Agreement;

b. The Project will be operated in strict compliance with the requirements of the License Agreement, and Management Company will observe fully and be bound by all terms, conditions and restrictions regarding the management and operation of the Project as set forth in the License Agreement, including those related to Licensor Intellectual Property, as if and as though Management Company had executed the License Agreement as “Licensee,” provided that Management Company obtains no rights under the terms of the License Agreement, except as specifically set forth herein and the rights granted hereunder do not constitute a license or franchise or sub-license or sub-franchise to Management Company. Management Company will comply with all Applicable Laws in connection with its management of the Project and will obtain in a timely manner all permits, certificates, and licenses necessary for the full and proper operation of the Project;

c. Licensor may enforce directly against Management Company all terms in the License Agreement regarding Licensor Intellectual Property and the management and operation of the Project during and subsequent to Management Company’s tenure as operator of the Project. Licensor may seek and obtain all available legal and equitable remedies from Management Company based on Management Company’s failure to comply with the terms of this Management Company Acknowledgment, in addition to any remedies Licensor may obtain from Licensee under the License Agreement;

d. Management Company hereby assigns (and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions to assign) to Licensor, in perpetuity throughout the world, all rights, title and interest (including the entire copyright and all renewals, reversions and extensions thereof) in and to all modifications, derivatives or additions to the Licensor Intellectual Property and other aspects of the System proposed by or on behalf of Management Company or its Affiliates. Management Company waives (and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions to waive) all rights of “droit moral” or “moral rights of authors” or any similar rights that Management Company (or its employees or independent contractors) may now or hereafter have in the modifications, derivatives or additions to the Licensor Intellectual Property and other aspects of the System proposed by or on behalf of Management Company or its Affiliates and Management Company disclaims any interest in such modifications by virtue of a constructive trust. Management Company agrees to execute (or cause to be executed) and deliver to Licensor any documents and to do any acts that may reasonably be deemed

Exhibit C - Page 2

necessary by Licensor to perfect or protect the title in the modifications, derivatives and additions herein conveyed, or intended to be conveyed now or in the future;

e. Any default under the terms of the License Agreement caused wholly or partially by Management Company will constitute a default under the terms of the Management Agreement, for which Licensee may terminate the Management Agreement;

f. Licensee and Management Company will not modify or amend the Management Agreement in such a way as to create a conflict or other inconsistency with the terms of the License Agreement or this Management Company Acknowledgment;

g. Except in extraordinary circumstances, such as theft or fraud on the part of Management Company or a default by Licensee under the License Agreement caused by Management Company for which Licensee needs to promptly remove Management Company from the Project, the Management Agreement will not be terminated or permitted to expire without at least thirty (30) days’ prior notice to Licensor;

h. Management Company will perform the day-to-day operations of the Project. Licensor has the right to communicate directly with Management Company, and the managers at the Project regarding day-to-day operations of the Project, provided that Licensor shall not direct Management Company to take, or fail to take, any action that may cause a breach of the Management Agreement or this Management Acknowledgement. Licensor has the right to rely on instructions of Management Company and the managers at the Project as to matters relating to the operation of the Project, and the agreements of such managers are binding on Management Company; and

4. Existence and Power. Each of Management Company and Licensee represents and warrants with respect to itself that (i) it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, (ii) it has the ability to perform its obligations under this Management Company Acknowledgment and under the Management Agreement, and (iii) it has all necessary power and authority to execute and deliver this Management Company Acknowledgment.

5. Authorization; Contravention.

a. Management Company and Licensee each represents and warrants with respect to itself that the execution and delivery of this Management Company Acknowledgment and the performance by Management Company and Licensee of its respective obligations hereunder and under the Management Agreement: (i) have been duly authorized by all necessary action; (ii) do not require the consent of any third parties (including lenders) except for such consents as have been properly obtained; and (iii) do not and will not contravene, violate, result in a breach of, or constitute a default under (a) its certificate of formation, operating agreement, articles of incorporation, by-laws, or other governing documents, (b) any regulation of any governmental body or any decision, ruling, order, or award by which each may be bound or affected, or (c) any agreement, indenture or other instrument to which each is a party; and

b. Management Company represents and warrants to Licensor that: (i) neither Management Company (including any and all of its directors and officers), nor any of its Affiliates or the funding sources for any of the foregoing is a Specially Designated National or Blocked Person (as defined in the License Agreement); (ii) neither Management Company nor any of its Affiliates is directly or indirectly owned or controlled by the government of any country or jurisdiction that is subject to an

Exhibit C - Page 3

embargo by the United States of America government; and (iii) neither Management Company nor any of its Affiliates is acting on behalf of a government of any country or jurisdiction that is subject to such an embargo. Management Company further represents and warrants that it is in compliance with any applicable anti-money laundering law and terrorist financing law. Management Company agrees that it will notify Licensor in writing immediately upon the occurrence of any event which would render the foregoing representations and warranties of this Section 5.b. incorrect.

6. Controlling Agreement. If there are conflicts between any provision(s) of the License Agreement and this Management Company Acknowledgment on the one hand and the Management Agreement on the other hand, the provision(s) of the License Agreement and this Management Company Acknowledgment will control.

7. No Release. This Management Company Acknowledgment will not release or discharge Licensee from any liability or obligation under the License Agreement, and Licensee will remain liable and responsible for the full performance and observance of all of the provisions, covenants, and conditions set forth in the License Agreement.

8. Limited Consent. Licensor’s consent to Management Company operating the Project and Licensor’s grant to Management Company of the right to operate the Project are personal to Management Company, and this Management Company Acknowledgment is not assignable by Licensee or Management Company. If there is a change in control of Management Company or if Management Company becomes, is acquired by, comes under the control of, or merges with or into a Lodging Competitor, or if there is a material adverse change to the financial status or operational capacity of Management Company, Licensee will promptly notify Licensor of any such change and Management Company will be subject to the consent process under the License Agreement as a new operator of the Project.

9. Defined Terms. Unless specifically defined herein, all capitalized terms used in this Management Company Acknowledgment will have the same meanings set forth in the License Agreement.

10. Governing Law; Venue; Dispute Resolution. The parties agree that this Management Company Acknowledgment shall be subject to the governing law and, for the purpose of resolving any dispute under Section 13 of this Management Company Acknowledgment, the venue provisions set forth in Section 22.1 of the License Agreement.

11. Management Company’s Address. Management Company’s mailing address is ___________________________. Management Company agrees to provide notice to both Licensee and Licensor if there is any change in Management Company’s mailing address.

12. No Third Party Beneficiaries. Nothing in this Management Company Acknowledgment is intended, or will be deemed, to confer any rights or remedies under or by reason of this Management Company Acknowledgment upon any Person other than Licensor, Licensee and their respective Affiliates, successors and assigns.

13. Injunctive Relief. Licensor will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Management Company Acknowledgment for which such relief is an available remedy, the Brand

Exhibit C - Page 4

Standards (including, but not limited to, threats or danger to public health or safety) or actual or threatened misuse or misappropriation of the Licensor Intellectual Property or the Licensor Confidential Information. The rights conferred by this Section 13 expressly include, without limitation, Licensor’s entitlement to affirmative injunctive, declaratory, and other equitable or judicial relief (including specific performance) for Management Company’s failure to operate any portion of the Project in accordance with the applicable Brand Standards, including, without limitation, affirmative relief that any such deficiencies are cured and thereafter meet the Brand Standards.

14. Arbitration. The parties agree that except as otherwise specified in this Management Company Acknowledgment, any Dispute or any other matter concerning any aspect of the relationship of Licensor and Management Company will be finally settled by arbitration according to the arbitration provisions set forth in Section 22.4 of the License Agreement.

15. Miscellaneous. The parties hereby incorporate by reference Sections 22.3 (costs of enforcement), 24.1.A (construction and severability), and 26.2 (multiple counterparts) of the License Agreement.

16. WAIVER OF JURY TRIAL AND PUNITIVE AND EXEMPLARY DAMAGES. THE PARTIES AGREE THAT LICENSEE, MANAGEMENT COMPANY AND LICENSOR EACH HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY AND THE RIGHT TO CLAIM OR RECEIVE SPECIAL, CONSEQUENTIAL, PUNITIVE AND EXEMPLARY DAMAGES IN ANY ARBITRATION, LITIGATION, ACTION, CLAIM, SUIT OR PROCEEDING, AT LAW OR IN EQUITY, ARISING OUT OF, PERTAINING TO OR IN ANY WAY ASSOCIATED WITH THE COVENANTS, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN, THE RELATIONSHIPS OF THE PARTIES HERETO, WHETHER AS “MANAGEMENT COMPANY,” “LICENSEE” OR “LICENSOR” OR OTHERWISE, THIS AGREEMENT, OR ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE FOREGOING.

17. Entire Agreement. This Management Company Acknowledgment, together with the License Agreement and the Management Agreement, including all exhibits, attachments and addenda, and any execution copies executed simultaneously or in connection with, this Management Company Acknowledgment and the License Agreement, contain the entire agreement between the parties as it relates to the Project and the Approved Location as of the date of this Management Company Acknowledgment. This is a fully integrated agreement. No agreement of any kind relating to the matters covered by this Management Company Acknowledgment will be binding upon any party hereto unless and until the same has been made in a written, non-electronic instrument that has been duly executed by the non-electronic signature of the parties. This Management Company Acknowledgment may not be amended or modified by conduct manifesting assent, or by electronic signature, and each party is hereby put on notice that any individual purporting to amend or modify this Management Company Acknowledgment by conduct manifesting assent or by electronic signature is not authorized to do so.

[Signatures Appear on Following Page]

Exhibit C - Page 5

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Management Company Acknowledgment, under seal, as of the date first above written.

LICENSOR:

MARRIOTT INTERNATIONAL, INC.

By: _____________________________(SEAL)

Name: _____________________________

Title: _____________________________

MARRIOTT WORLDWIDE CORPORATION

By: _____________________________(SEAL)

Name: _____________________________

Title: _____________________________

LICENSEE:

MARRIOTT VACATIONS WORLDWIDE CORPORATION

By: _____________________________(SEAL)

Name: _____________________________

Title: _____________________________

MANAGEMENT COMPANY:

[MANAGEMENT COMPANY]

By: _____________________________(SEAL)

Name: _____________________________

Title: _____________________________

Exhibit C - Page 6

EXHIBIT D

FORM OF OPERATING STATEMENT

Exhibit D - Page 1

EXHIBIT E

AFFILIATE SUBLICENSE AGREEMENT

THIS AFFILIATE SUBLICENSE AGREEMENT (this “Sublicense Agreement”) is entered into this ___day of ________, 2___, (“Effective Date”) by and between Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVWC”) and ________________________, a __________________ and an Affiliate of MVWC (“Sublicensee”).

RECITALS

A. MVWC is the licensee under that certain Amended and Restated License, Services, and Development Agreement dated effective January 1, 2024 with Marriott International, Inc., a Delaware corporation (“MII”) and Marriott Worldwide Corporation, a Maryland corporation (“MWC”) (MII and MWC are referred to collectively as “Licensor”), a true and correct copy of which has been provided to Sublicensee (the “Marriott License”). Each initially capitalized term which is not defined in this Sublicense Agreement shall have the meaning given to such term in the Marriott License.

B. Under the Marriott License and subject to the terms and conditions thereof, including all reservations of rights and limitations on exclusivity set forth therein, MVWC has been granted a license to use the Licensed Marks and the System to operate the Licensed Destination Club Business and the Licensed Whole Ownership Residential Business within the Territory.

[Use the following Recitals C. and D. for New Project development]

C. MVWC is permitted to delegate the authority to develop New Projects to MVWC Affiliates pursuant to Section 5.2.D. of the Marriott License and in accordance with the terms and conditions of this Sublicense Agreement.

D. MVWC has delegated to Sublicensee the authority to develop the New Project described in Exhibit A to this Sublicense Agreement (the “Project”).

[Use the following Recitals C. and D. for Existing/New Project operation]

C. MVWC is permitted to delegate the authority to operate Existing Projects and New Projects to MVWC Affiliates pursuant to Section 5.1.C. and 5.2.D. of the Marriott License and in accordance with the terms and conditions of this Sublicense Agreement.

D. MVWC has delegated to Sublicensee the authority to operate the Project(s) described in Exhibit A to this Sublicense Agreement (the “Project(s)”).

[Use the following Recitals C. and D. for Sales and Marketing]

C. MVWC is permitted to delegate certain non-management functions involving regional and/or local sales and marketing of Licensed Destination Club Products and Residential Units for Licensed Residential Projects to any Affiliate pursuant to Section 5.8.B. of the Marriott License and, where, in Licensor’s judgment, it is required to fulfill such functions, to sublicense to such Affiliate the right to use the Licensed Marks and the System.

Exhibit E - Page 1

D. MVWC has delegated to Sublicensee the sales and marketing functions described in Exhibit A to this Sublicense Agreement (“Sales and Marketing Services”) and in connection therewith is willing to sublicense to Sublicensee the right to use the Licensed Marks and System in accordance with the terms of this Sublicense Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Sublicense Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Licensee and Sublicensee agree as follows:

1. RIGHTS GRANTED.

[Use the following paragraph 1 for New Project development]

MVWC hereby grants to Sublicensee a non-exclusive license to use the Licensed Marks and the System, during the Term (defined below) of this Sublicense Agreement, for the sole purpose of developing the Project identified on Exhibit A.

[Use the following paragraph 1 for Existing/New Project operation]

[Use the following paragraph 1 for Sales and Marketing]

2. MARRIOTT LICENSE.

This Sublicense Agreement is subject and subordinate to the Marriott License. Except as may be inconsistent with the terms and provisions hereof, the terms and provisions of the Marriott License shall be applicable to this Sublicense Agreement and shall be incorporated into this Sublicense Agreement as if MVWC was the licensor and Sublicensee was the licensee under the Marriott License [with respect to the Project(s)] [In Sales and Marketing agreement, substitute “with respect to the Sales and Marketing Services”]. Sublicensee acknowledges and agrees that, [with respect to the Project(s)] [In Sales and Marketing agreement, substitute “with respect to the Sales and Marketing Services”], it is bound by the same responsibilities, limitations, and duties of the licensee under the Marriott License and that such responsibilities, limitations, and duties are hereby incorporated in this Sublicense Agreement.

3. REPRESENTATIONS AND WARRANTIES.

Sublicensee represents and warrants that it satisfies the definition of “Affiliate” under the Marriott License.

Exhibit E - Page 2

4. TERM AND TERMINATION.

[Use the following paragraph 4.A. for New Project development]

A. The Term of this Sublicense Agreement begins on the Effective Date and expires on the earlier of (i) the date on which Sublicensee’s authority to develop the Project expires or terminates, (ii) the date on which the Project is Deflagged, or (iii) the termination or expiration of the Marriott License.

[Use the following paragraph 4.A. for Existing/New Project operation]

A. The Term of this Sublicense Agreement begins on the Effective Date and expires on the earlier of (i) the date on which Sublicensee’s authority to operate the Project, or, if this Sublicense Agreement covers more than one (1) Project, all of the Projects, expires or terminates, (ii) the date on which the Project is, or, if this Sublicense Agreement covers more than one (1) Project, all of the Projects are, Deflagged, or (iii) the termination or expiration of the Marriott License. If this Sublicense Agreement covers more than one (1) Project and any (but not all) of those Projects are Deflagged or Sublicensee’s authority to operate any such Project expires or is terminated, Exhibit A shall be amended to delete the affected Project(s), and Sublicensee shall no longer have the right to use the Licensed Marks or System in connection with the operation of such Project(s).

[Use the following paragraph 4.A. for Sales and Marketing]

A. The Term of this Sublicense Agreement begins on the Effective Date and expires on the earlier of (i) the date on which Sublicensee’s authority to perform the Sales and Marketing Services expires or terminates, or (ii) the termination or expiration of the Marriott License.

B. MVWC shall have the right to terminate this Sublicense Agreement immediately upon written notice to Sublicensee in the event of Sublicensee’s material breach of this Sublicense Agreement.

5. RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION.

Upon the expiration or termination of this Sublicense Agreement, all rights herein granted to Sublicensee shall revert to MVWC or Licensor, and Sublicensee shall immediately cease all use of the Licensed Marks and System.

6. ASSIGNMENT.

A. This Sublicense Agreement is personal to Sublicensee, and Sublicensee may not Transfer this Sublicense Agreement or any interest herein or any Ownership Interest in Sublicensee without MVWC’s prior written consent, which MVWC may grant or withhold in its sole discretion. Any such attempted Transfer shall be void and shall constitute a material breach of this Sublicense Agreement.

B. MVWC may Transfer this Sublicense Agreement in accordance with the terms of the Marriott License.

7. MISCELLANEOUS.

A. This Sublicense Agreement, including the Recitals, contains the entire agreement between the parties concerning the sublicensed rights and may not be modified without the prior written consent of both parties and, except to the extent required by Applicable Law, without Licensor’s prior

Exhibit E - Page 3

written approval. In the event of a conflict between this Sublicense Agreement and the Marriott License, the Marriott License shall control.

B. This Sublicense Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, agency or employment relationship, or any relationship other than that of licensor and licensee or sublicensee.

C. The language of this Sublicense Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any of the parties. Headings of paragraphs herein are for convenience of reference only and are without substantive significance.

D. Sublicensee acknowledges that the rights and powers retained by Licensor under the Marriott License are necessary to protect Licensor’s intellectual property rights, and specifically, to conserve the goodwill and good name of Licensor’s products and company and the name “Marriott”. Sublicensee therefore agrees that Sublicensee will not allow the same to become involved in matters which will, or could, detract from or impugn the public acceptance and popularity thereof, or impair their legal status.

E. MVWC and Sublicensee agree that to the extent permitted under Applicable Law, Licensor and its Affiliates are third party beneficiaries of this Sublicense Agreement, and it is intended by MVWC and Sublicensee that Licensor and its Affiliates will be entitled to enforce this Sublicense Agreement. MVWC and Sublicensee further agree that Licensor and its Affiliates are not liable for and do not assume any duties, obligations or liabilities under this Sublicense Agreement unless agreed to in writing by Licensor or its Affiliates, as applicable. Sublicensee acknowledges and agrees that (i) its obligations hereunder (including payment obligations) [with respect to the Project(s)] [In Sales and Marketing agreement, substitute “with respect to the Sales and Marketing Services”] are primary obligations; (ii) that Licensor and its Affiliates may pursue Sublicensee directly to enforce such obligations, and (iii) that Licensor and its Affiliates are not required to proceed against MVWC or any Guarantor (as defined in the Marriott License) before proceeding against Sublicensee with respect to the enforcement of such obligations.

F. The respective obligations of the parties under this Sublicense Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Sublicense Agreement, including but not limited to the provisions of Paragraph 4, shall survive termination, cancellation or expiration of this Sublicense Agreement.

G. Sublicensee agrees that this Sublicense Agreement shall be subject to the governing law and dispute resolution provisions set forth in the Marriott License.

{Signatures appear on following page}

Exhibit E - Page 4

IN WITNESS WHEREOF, the parties have executed this Sublicense Agreement as of the date first above written.

MARRIOTT VACATIONS WORLDWIDE CORPORATION

By: _____________________________

Name: _____________________________

Title: _____________________________

SUBLICENSEE:

_____________________________________________

By: _____________________________

Name: _____________________________

Title: _____________________________

Exhibit E - Page 5

EXHIBIT F

PROVISIONS TO BE INCLUDED IN SUBLICENSE AGREEMENT WITH NON-AFFILIATES FOR SALES, MARKETING AND RELATED SERVICES

1. RIGHTS GRANTED.

Marriott Vacations Worldwide Corporation (“MVWC”) hereby grants to Sublicensee a non-exclusive license to use the Licensed Mark(s) identified on Exhibit [__] hereto and relevant aspects of the System, during the Term (defined below) of this Sublicense Agreement, for the sole purpose of performing the Services.

2. USE AND OWNERSHIP OF LICENSED MARKS; QUALITY CONTROL.

A. All use of the Licensed Marks by Sublicensee under this Sublicense Agreement shall inure to the benefit of Marriott International, Inc. and Marriott Worldwide Corporation (collectively, “Licensor”) and its affiliates. Licensor reserves the right to use and grant to others the right to use all or part of the Licensed Marks, as may be applicable, in connection with goods and services offered by Licensor, any of its affiliates or others.

B. Nothing herein shall be construed to grant Sublicensee any right whatsoever to use (except as provided herein) or license others to use the Licensed Marks or any names, marks, logos, commercial symbols, or indicia of origin owned by Licensor or its affiliates.

C. Sublicensee covenants and agrees that in no event will any employees, contractors, or agents of Sublicensee or others retained by Sublicensee in connection with its provision of the Services, identify themselves as employees of, or as representing or speaking or acting for Licensor.

D. Sublicensee recognizes that Licensor and its affiliates are the sole and exclusive owners of all right, title and interest of every kind and nature, whether by statute or common law, in law or equity, which attach, inure, subsist or exist in the Licensed Marks, including specifically the Licensed Marks and all goodwill associated with the Licensed Marks.

E. Sublicensee agrees that it will not during the term of this Sublicense Agreement or thereafter (i) contest the ownership rights or any other rights of Licensor or its affiliates in and to the Licensed Marks, contest the validity of the Licensed Marks or do anything either by an act of omission or commission which might impair, jeopardize, violate, infringe or dilute the Licensed Marks; (ii) claim adversely to Licensor, its affiliates or anyone claiming through Licensor any right, title, or interest in and to the Licensed Marks; (iii) use the Licensed Marks other than in the manner provided for in this Sublicense Agreement; (iv) misuse or harm or bring into dispute the Licensed Marks; (v) register or apply to register in any country or jurisdiction of the world the Licensed Marks or any other mark which is, in Licensor’s reasonable opinion, the same as or confusingly similar to the Licensed Marks for the benefit of Sublicensee or any other person or entity, directly or indirectly; (vi) use any other mark which in Licensor’s opinion is confusingly similar to the Licensed Marks; or (vii) use any of the Licensed Marks in its corporate name or trade name or seek to register any corporate name or trade name containing any of the Licensed Marks.

F. Sublicensee agrees to cooperate fully and in good faith with Licensor and its affiliates for the purpose of securing and preserving the rights of Licensor and its affiliates in and to the Licensed Marks by executing all documents and taking all other acts reasonably necessary to record, register, or otherwise acknowledge the existence of this sublicense or the rights granted to Sublicensee hereunder to use the Licensed Marks and by providing such consents, cooperation, and other assistance as Licensor may reasonably request

Exhibit F - Page 1

to perfect, defend, and protect Licensor’s and its affiliates’ ownership of the Licensed Marks. [If there is an expense associated with this section, the relevant terms of the License Agreement between Licensor and MVWC will govern which bears the expense, as between Licensor and MVWC.]

G. Sublicensee shall promptly notify MVWC of any objection to its use of the Licensed Marks or any unauthorized use or attempted use, by any other person, firm or entity, of the Licensed Marks or any variations similar thereto, of which it is aware. In the event Licensor undertakes the prosecution of any litigation relating to the Licensed Marks, Sublicensee shall execute any and all documents and do such acts and things asLicensor may reasonably request in connection with such defense or prosecution.

H. Any act or omission which purports to create an interest in the Licensed Marks in favor of Sublicensee, directly or indirectly, shall be considered a material breach of this Sublicense Agreement and grounds for its immediate termination, including restitution for any damage incurred. Any application or registration by or on behalf of Sublicensee or its affiliates made in contravention of the terms and conditions of this Sublicense Agreement which would create in Sublicensee or any of its affiliates any right or interest, or the appearance of any right or interest, with respect to the Licensed Marks, shall be deemed to at all times to have been made solely and exclusively for the benefit of Licensor or its affiliates, and Sublicensee and its affiliates jointly and severally, do unconditionally and irrevocably assign to Licensor any and all right, title, or interest that it may have or appear to have with respect to the Licensed Marks.

I. Sublicensee shall at all times conduct its sales and marketing activities in a high quality, professional and courteous manner so as not to dilute or damage the image and reputation of high quality service symbolized by the Licensed Marks. Sublicensee shall immediately cease any marketing or promotional activity or practice that MVWC or Licensor determines is not in keeping with the foregoing standards or otherwise not in accordance with the provisions of this Sublicense Agreement.

3. CONFIDENTIALITY.

During the course of its engagement under this Sublicense Agreement, Sublicensee may have access to Licensor Confidential Information (as defined in the Marriott License). Sublicensee will not, during the term hereof or thereafter, without Licensor’s prior consent, which consent may be granted or withheld in Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” person or entity any Licensor Confidential Information or use the Licensor Confidential Information in any manner not expressly authorized by this Sublicense Agreement. Sublicensee may divulge such Licensor Confidential Information only to such of Sublicensee’s employees or agents as require access to it in order to provide the Services under this Sublicense Agreement, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality obligations substantially similar to those listed above. All other persons or entities are “unauthorized” for purposes of this Sublicense Agreement. Sublicensee agrees that the Licensor Confidential Information has commercial value and that Licensor and its affiliates have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its affiliates. Licensee will be liable to Licensor for any breaches of the confidentiality obligations in this Paragraph 3. by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor and MVWC the theft or loss of all or any part of the Licensor Confidential Information.

4. INSURANCE AND INDEMNIFICATION.

A. All insurance policies obtained or maintained by Sublicensee will by endorsement specifically name as additional insureds Licensor, any affiliate of Licensor designated by Licensor, and their employees.

Exhibit F - Page 2

B. Sublicensee will, and hereby does, indemnify and, at Licensor’s option, defend Licensor and its affiliates, their officers, directors, agents and employees, and their respective successors and assigns, from and against any and all damages, claims, demands, suits, judgments, losses, or expenses (including attorneys’ fees and litigation costs) of any nature whatsoever (including, but not limited to, libel, slander, disparagement, defamation, copyright infringement, trademark infringement, patent infringement, trade secret infringement, invasion of privacy or publicity rights, piracy and/or plagiarism arising from or related to any materials prepared by Sublicensee in connection with the provision of the Services under this Sublicense Agreement, violation of consumer protection rules, or any offerings of Sublicensee not consistent with this Sublicense Agreement or applicable law), arising directly or indirectly from or out of: (i) any act, error or omission of Sublicensee or its directors, invitees or employees, agents, or contractors; and/or (ii) any occupational injury or illness sustained by any employees, agents, or contractors of Sublicensee in furtherance of the Services hereunder; and/or (iii) any failure of Sublicensee to perform the Services hereunder in accordance with the highest generally accepted professional standards; and/or (iv) any breach of Sublicensee’s representations as set forth herein or in any other agreement related to the provision of the Services; and/or (v) any other failure of Sublicensee to comply with the obligation on its part to be performed hereunder or in any other agreement related to the provision of the Services. The indemnification contained herein shall extend to claims occurring after this Sublicense Agreement has terminated as well as while this Sublicense Agreement is in force.

5. TERM AND TERMINATION.

A. The Term of this Sublicense Agreement begins on the Effective Date and expires on the earlier of (i) the date on which Sublicensee’s authority to perform the Services expires or terminates or (ii) the termination or expiration of the Marriott License.

B. MVWC shall have the right to terminate this Sublicense Agreement immediately upon written notice to Sublicensee in the event of Sublicensee’s material breach of this Sublicense Agreement.

6. RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION.

Upon the expiration or termination of this Sublicense Agreement, all rights herein granted to Sublicensee shall end, and Sublicensee shall immediately cease all use of the Licensed Marks and System.

7. ASSIGNMENT.

A. This Sublicense Agreement is personal to Sublicensee, and Sublicensee may not sell, assign or otherwise transfer this Sublicense Agreement or any interest herein or any ownership interest in Sublicensee, or delegate any of its obligations hereunder, without MVWC’s prior written consent, which MVWC may grant or withhold in its sole discretion. Any such attempted transfer shall be void and shall constitute a material breach of this Sublicense Agreement.

B. MVWC may sell, assign or otherwise transfer this Sublicense Agreement in accordance with the terms of the Marriott License.

8. LICENSOR AS THIRD-PARTY BENEFICIARY.

MVWC and Sublicensee agree that to the extent permitted under Applicable Law, Licensor and its affiliate are third party beneficiaries of this Sublicense Agreement, and it is intended by MVWC and Sublicensee that Licensor and its affiliates will be entitled to enforce this Sublicense Agreement. MVWC and Sublicensee further agree that Licensor and its affiliates are not liable for and does not assume any duties, obligations or liabilities under this Sublicense Agreement unless agreed to in writing by Licensor and its affiliates, as applicable. Sublicensee acknowledges and agrees that (i) its obligations hereunder (including payment obligations) with respect to the Services are primary obligations; (ii) that Licensor and its affiliates

Exhibit F - Page 3

may pursue Sublicensee directly to enforce the such obligations, and (iii) that Licensor and its affiliates are not required to proceed against MVWC or any Guarantor (as defined in the Marriott License) before proceeding against Sublicensee with respect to the enforcement of such obligations.

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EXHIBIT G

DESIGN REVIEW ADDENDUM

This Design Review Addendum (“Addendum”) is effective as of January 1, 2024 (the “Effective Date”) and is a part of and incorporated into that certain Amended & Restated License, Services, and Development Agreement dated as of the Effective Date (as amended, the “License Agreement”) by and between Marriott International, Inc. (“MII”), Marriott Worldwide Corporation (“MWC”) (MII and MWC are referred to collectively herein as “Licensor”), and Marriott Vacations Worldwide Corporation (“Licensee”).

RECITALS

A. Pursuant to the terms of the License Agreement, Licensee has been granted a license to operate the Destination Club Business and Whole Ownership Residential Business by developing, selling, marketing, operating and financing, as applicable, Destination Club Projects and Residential Projects (each, a “Project”); and

B. Licensee and Licensor intend for each New Project and the refurbishment or renovation of Existing Projects, to be designed, constructed, renovated and refurbished in accordance with the Design Brand Standards and the review process described in this Addendum; and

C. Licensee desires to engage Licensor to provide certain review services during the planning, development and operation phases of Projects for the purpose of assuring compliance with the Design Brand Standards, and Licensor desires to provide such services to Licensee upon the terms set forth in this Addendum.

NOW, THEREFORE, Licensee and Licensor, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

ARTICLE 1

DEFINITIONS AND GENERAL MATTERS

1.1 Definitions. All capitalized terms not defined in this Addendum shall have the meanings ascribed to them in the License Agreement, which is incorporated herein by this reference. In this Addendum, the following terms have the following meanings:

“Addendum” shall mean this Design Review Addendum, including the exhibits attached hereto, as it may be amended, restated or supplemented from time to time.

“Audio/Visual Systems” shall include, but not be limited to, the following systems: general audio and visual systems, entertainment audio/video systems and video information systems.

“Baseline Renovation Scopes” shall mean (i) the scope of work for the “Marriott Vacation Club,” “Sheraton Vacation Club,” and “Westin Vacation Club” brands covering the work required within a Project for a soft goods renovation (generally five to seven years) and a case goods renovation (generally ten to fourteen years) aligned with brand standards for the applicable Licensor Lodging Facility brand,

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modified as applicable for Licensee’s residential, leisure, or extended stay business as proposed by Licensee and approved by Licensor in good faith and (ii) the scope of work for renovation of the “St. Regis Residence Club” and “Luxury Collection Residence Club” consistent with the baseline renovation scopes for the applicable Licensor Lodging Facility brand.

“Decorative Items” shall include, but not be limited to, artifacts, artwork, carpeting, decorative lighting fixtures, etched glass, furniture, graphics, interior landscaping, radios, televisions and window treatments.

“Design Brand Standards” shall mean collectively the Design Foundations, Baseline Renovation Scope, Operating Supplies, and Design Standards applicable to the brand for which the work is to be done, which may be updated and amended on a periodic basis in accordance with Section 7.2 of the License Agreement and which are, as of the Effective Date, accessible to Licensee through Licensor’s “LOBO” site at https://globaldesign.marriott.com/web/guest/home. Licensor and Licensee will cooperate to adapt the Design Brand Standards for the applicable brand to reflect appropriate differences between the hotel business and the Licensed Destination Club Business and the Licensed Whole Ownership Residential Business.

“Design Foundations” shall mean the design direction for each of Licensor’s brands as of the Effective Date and as modified pursuant to Section 7.2 of the License Agreement. The Design Foundations express the ethos of the brand, the connection to the brand positioning, and the key brand pillars.

“Design Review Process” shall mean (i) the design review process attached hereto as Exhibit A, which applies to New Projects (including new construction and conversions of existing buildings), and (ii) the design review process attached hereto as Exhibit B, which applies to renovations.

“Design Standards” shall mean the set of requirements developed by Licensor in consultation with Licensee to communicate hotel quality standards for the design of hotels and resorts. The Design Standards describe the building, facilities, exterior environment, and quality and types of finishes that define a Licensor Lodging Facility.

“Existing Project” shall mean a Project that has received Licensor’s approval prior to the Project Request Date. A “New Project” will become an “Existing Project” for purposes of the reviews required by this Addendum upon receipt of final approval from Licensor for the opening thereof. Existing Projects shall not include any Project that has ceased to be a Licensed Project.

“Facilities Program” shall have the meaning ascribed to it in Section 2.1.2.

“FF&E” shall mean furniture, fixtures and equipment, including without limitation: Decorative Items; Audio/Visual Systems; in-unit kitchen appliances, refrigerators and minibars; cabinetry; computer equipment; Food/Kitchen Equipment; Laundry Equipment; Housekeeping Equipment; Telecommunications Systems; and Security Systems.

“Fire and Life Safety” and “F&LS” shall include, but not be limited to: building exiting systems, fire alarm systems, and fire suppression systems. F&LS systems shall mean smoke, visual and audible components, equipment, and complete active and passive systems designed and integrated into habitable interior and exterior spaces to prevent the loss of life, property damage, and/or property loss.

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“Fixed Asset Supplies” shall mean items included within “Operating Equipment” under the Uniform System of Accounts that may be consumed in the operation of the Project or are not capitalized including, but not limited to, linen, china, glassware, tableware, uniforms and similar items used in the operation of the Project.

“Food/Kitchen Equipment” shall include, but not be limited to, all food preparation, cooking and holding equipment; exhaust hoods and hood fire protection systems; general storage layout, refrigerators and freezers (including coils, condensers and compressors); ice-making, beverage dispensing and other food and beverage equipment; dishwashing equipment (except any glass washer included in Housekeeping Equipment); and similar items used in the food and beverage service operation of the Project.

“Housekeeping Equipment” shall mean equipment items to be used by Project employees for cleaning the Project on a regular basis.

“Inventories” shall mean “Inventories” as defined in the Uniform System of Accounts, such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; beverages in wine cellars and bars; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items.

“Laundry Equipment” shall mean washers, washer/extractors, dryers, chest-type ironers, steam boiler, thermal fluid heater for ironer, lint control devices, linen folders, linen carts, dry cleaning equipment (if required), laundry sinks, air compressors, laundry scales and similar items used in the laundry operation of the Project.

“Licensee” shall have the meaning ascribed to it in the preamble to this Addendum or shall mean any successor or permitted assign, as applicable.

“License Agreement” shall have the meaning ascribed to it in the preamble to this Addendum, as such agreement may be amended, restated or supplemented from time to time.

“Licensor” shall have the meaning set forth in the preamble to this Addendum or shall mean any successor or permitted assign, as applicable.

“Mock-up Unit” shall have the meaning ascribed to it in Section 2.4.2.

“Opening Date” shall mean the first (1st) day on which a Project (or phase thereof) is open for overnight accommodation for owners and guests.

“Operating Supplies” shall have the meaning ascribed to it in Resort Operations Brand Standards.

“Plans” shall have the meaning ascribed to it in Section 2.3.1.

“Project” shall have the meaning ascribed to it in the Recitals .

“Project Approval Request” shall have the meaning ascribed to it in Section 1.2.

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“Project Related Areas” shall mean all facilities that are part of the Project, but outside the Project, which: (i) connect to or are directly accessible to the Project; (ii) provide services to the Project; and/or (iii) would normally be incorporated as part of a free-standing project.

“Project Request Date” shall mean the date upon which Licensee provides Licensor a Project Approval Request for a particular Project.

“Project Systems” shall include, but not be limited to, software, hardware, cabling and all other items necessary for a computer; Audio/Visual Systems; management systems; front office, back office and accounting management systems; sales and reservations systems; timekeeping and payroll systems; point-of-sale systems, including food, beverage and retail functions; food and beverage inventory systems; engineering software; and word processing and other personal computer applications.

“Recommended Designers” shall mean the list of design firms maintained by Licensor which are deemed qualified to provide high-quality interior design, architecture, and other services for new-build and renovation projects. The design firms on the list shall be categorized by brand, project type, and geographic reach. Licensor shall provide the then-current list of Recommended Designers to Licensee no less frequently than once every six months.

“Refurbishment Review Waiver Request” shall mean a request by Licensee for Licensor to waive the requirements of Article 3 due to the scope of the refurbishment activities planned for a particular Project. Refurbishment Review Waiver Requests shall be delivered to Licensor in writing and provide sufficient detail regarding the activities and Project scope for which Licensee is seeking a waiver. The intent behind this mechanism is to permit minor renovations and refurbishments to occur without the cost and time associated with the review process outlined in Article 3.

“Security Systems” shall mean video surveillance equipment; two-way radio systems; inspection tour recording systems; security alarm systems; access control systems (pedestrian and vehicular); and other special security systems required for the Project.

“Site” shall mean the parcel of land upon which the Project is located.

“Substantial Completion” shall mean: (i) substantial completion of the Project in conformance, in all material respects, with the Plans, Design Brand Standards and the requirements of this Addendum (other than minor punch list items, which will not individually or in the aggregate impair the use of the Project for its intended use, or impair the Project owners’ and guests’ experience); (ii) the provision of all Fixed Asset Supplies and Inventories and installation of the FF&E and Project Systems as required for the operation of the Project; provided, however, that if Licensee contracts with Licensor or an affiliate of Licensor to procure FF&E and/or Fixed Asset Supplies required for the operation of the Project, and Licensor or such affiliate is in default under the terms of such procurement contract, such FF&E and/or Fixed Asset Supplies shall not be required for Substantial Completion of the Project; and (iii) Licensee has obtained required permits as set forth in Section 2.4.4 necessary for the opening of the Project.

“Technical Services Fee” shall have the meaning ascribed to it in Article 5.

“Telecommunications Systems” shall mean PBX, phone systems, call accounting and pocket paging systems, and high-speed Internet access.

“Termination” shall mean the expiration or sooner cessation of this Addendum.

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“Variance Notice” shall mean a separate written statement provided by Licensee to Licensor concurrently with Licensee’s submittals to Licensor pursuant to Article 2 and Article 3, which statement shall detail all variances from the Plans or Design Brand Standards contained in the relevant submittal. The Variance Notice shall also include a description of the rationale for the variance from the Design Brand Standards.

1.2 Initiating the Review of a Project. To initiate Licensor’s review of work to be performed in connection with a New Project or Existing Project, Licensee shall submit to Licensor a memorandum describing the overall scope of the Project along with a detailed description of the new construction, renovation or refurbishment work for which Licensee is seeking approval from Licensor (the “Project Approval Request”). The Project Approval Request should provide specific contact information for a representative of Licensee through whom Licensor may coordinate activities pursuant to this Addendum, provide a narrative of the work contemplated to be performed, a description of the Site, identify the Project as a New Project or an Existing Project, and include a preliminary schedule for the work to be performed. Unless an alternative date is agreed upon by the parties, within fifteen (15) days of receipt of the Project Approval Request, representatives of Licensee and Licensor shall hold a “kick-off meeting” to discuss the details surrounding the Project, the scope of services to be provided by Licensor (e.g., shared services, on-site management, integration with adjoining resort) and other items the parties deem relevant. Unless an alternative location is mutually agreed upon by the parties, the kick-off meeting shall be held virtually. The date upon which the Project Approval Request is submitted to Licensor shall be considered the “Project Request Date” for the subject Project.

1.3 Review of Projects and Scope of Addendum. It is acknowledged that the terms of this Addendum shall apply to a variety of project types and undertakings, each one of which will be categorized as a New Project or an Existing Project for purposes of review for compliance with the Design Brand Standards. The category of the Project will determine the process for review necessary to obtain the approval of Licensor. New Projects may include new construction (ground-up), the addition of a phase at an Existing Resort (which has not been previously approved by Licensor), or the conversion of a previously existing property to a Project. New Projects undergo a thorough review in accordance with Article 2 of this Addendum to assure they comply with the Design Brand Standards. Existing Projects routinely go through renovations and refurbishment processes which require an abbreviated review of the undertakings as described in Article 3 of this Addendum.

1.4 Licensee Representative and Approval of Consultants. As soon as reasonably possible after the Project Request Date, but in no event later than thirty (30) days after the “kick-off” meeting, Licensee shall provide Licensor with the names and other information reasonably requested by Licensor related to Licensee’s architect, interior designers and other consultants providing services to the subject Project. Licensee is not required to select firms from the Recommended Designers, but Licensee will consult with Licensor prior to selecting a firm that is not a Recommended Designer.

ARTICLE 2

TECHNICAL SERVICES FOR NEW PROJECTS

2.1 New Project Conceptual and Schematic Design Phase

2.1.1 Preliminary Information. Licensor and Licensee shall confirm the then current version of the Design Brand Standards for use by Licensee’s design team, along with other information

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describing the standards that Licensor requires for the Project and Project Related Areas, as appropriate for the Project. All Plans for the Project shall incorporate the parameters described in the Design Brand Standards.

2.1.2 Schematic Design Phase. Based upon, and incorporating the information provided in the materials described in Section 2.1.1 and the kick-off meeting described in Section 1.2, Licensee shall prepare or cause to be prepared and submitted to Licensor for approval: (i) a facilities program (“Facilities Program”) describing the space requirements for all areas of the Project and the Project Related Areas (e.g., public spaces, kitchen, laundry, back office, etc.); (ii) a listing of each operating function of the Project and the as-designed areas, and other documents reasonably necessary to represent the size, layout and quality of the Project; (iii) a colored vicinity/location map indicating vehicular traffic directions, ingress and egress points and major surrounding developments and transportation centers; (iv) a site plan showing all site elements and proposed landscaping; (v) floor plans showing all spaces listed in the Facilities Program; (vi) unit layouts indicating all bath fixtures, in-unit kitchen equipment (if applicable), closets, balconies and other major features; (vii) building elevations and sections showing exterior materials, details and colors; (viii) a rendered perspective drawing of the Project; and (ix) a sample board showing the proposed exterior materials. Such materials may also include a rendering and preliminary architectural plans of the Project Related Areas, as reasonably requested by Licensor, and a Variance Notice, if applicable. Unless an alternative location is mutually agreed upon by the parties, the presentation of the conceptual and schematic design submittal shall be held virtually. Licensee will revise and amend the schematic design submittals as may be necessary to obtain Licensor’s approval.

2.2 New Project Design Development Phase

2.2.1 Design Development Phase. Licensee shall, based upon incorporating the approvals described in Section 2.1.2, prepare or cause to be prepared in accordance with the Design Brand Standards and the Design Review Process a design development submittal which may include the following: (i) a Project description and as-designed space utilization program; (ii) development plans and specifications for the Project, Site and related facilities; (iii) interior designer’s plans, furniture layouts, reflected ceiling plans, interior elevations, wall sections, materials, lighting and color schemes; (iv) interior designer’s and mechanical engineer’s coordinated design of HVAC distribution; (v) interior designer’s and electrical engineer’s coordination of lighting and emergency lighting and alarm systems; (vi) a review of lighting layouts for such areas including specific fixture selection and recommendations on and specifications of dimmer equipment; and (vii) engineering drawings indicating locations and sizes of necessary mechanical connections for Food/Kitchen Equipment, Housekeeping Equipment and Laundry Equipment. All such plans and a Variance Notice, if applicable, shall be submitted to Licensor for approval.

2.2.2 Interior Design. Prior to submission, or as part of the plans submitted pursuant to Section 2.2.1, Licensee shall submit to Licensor for review and approval in accordance with the Design Review Process: (i) interior design plans, including floor plans, reflected ceiling plans, elevations, sections and renderings that are reasonably necessary to adequately explain the design intent of the Project’s public spaces (which, upon approval, shall become part of the Plans); (ii) display boards of fabrics, carpets, furnishings, finishes, paints, lighting design guidelines (e.g., fixtures, chandeliers, sconces, etc.) and other materials for each Project space designated by Licensor; and (iii) a Variance Notice, if applicable. Upon request of Licensor and agreement by the parties of the date and location of such presentation, Licensee shall present these materials to Licensor for approval of the interior design of

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the Project, and Licensee shall revise and amend such presentation materials as required to obtain final approval of the interior design by Licensor.

2.3 New Project Construction Document Phase

2.3.1 Final Design Phase. Upon Licensor’s approval of the items submitted by Licensee pursuant to Section 2.2, and based upon the designs therein approved by Licensor, Licensee shall cause Licensee’s architect to produce final plans, specifications and complete construction drawings (including, without limitation, architectural, electrical, plumbing, HVAC, structural, civil engineering, life safety, and landscape drawings for the Project and Project Related Areas) (collectively, the “Plans”), which shall be properly sealed by Licensee’s architect. The Plans shall: (i) incorporate the Design Brand Standards into the Project and Project Related Areas; and (ii) incorporate all legal requirements applicable to the design, construction and operation of the Project and the Project Related Areas.

The Plans and a Variance Notice, if applicable, shall be submitted to Licensor for approval as set forth in the Design Review Process.

Following Licensor’s approval of the Plans, no change in such Plans shall be made that materially affects the design, construction, operation, or aesthetics of the Project or any of the Project Related Areas (as related to the scope of Licensor’s approval of such areas), without the prior approval of Licensor.

2.3.2 Systems. In accordance with the Design Review Process, Licensee shall provide to Licensor: (i) general concepts for food and beverage facilities, including without limitation point of sale systems; (ii) the locations of security devices and their specifications, installation details, power and space requirements; and (iii) the locations and types of Telecommunication Systems.

2.3.3 Decorative Items. Upon Licensor’s approval of the interior design materials submitted pursuant to Section 2.2.2 and incorporating the information provided to Licensee as set forth above, Licensee shall prepare or cause to be prepared for Licensor’s approval, documents reasonably describing the Decorative Items to be installed in the Project, and a Variance Notice, if applicable. Such information shall include the description, quantity, product specification, photograph (when appropriate), installed location and other pertinent information about the Decorative Items.

2.4 New Project Construction Phase

2.4.1 Construction of Project, Observations. Licensee shall construct, furnish and equip (or cause to be constructed, furnished and equipped) the Project and the Project Related Areas in accordance with the Design Brand Standards, the Design Review Process and the Plans that have been previously approved by Licensor. During the course of construction, Licensee shall cooperate with Licensor for the purpose of permitting Licensor to observe from time to time, the construction of the Project and the Project Related Areas as it proceeds to determine whether construction is proceeding in accordance with the Design Brand Standards and the approved Plans. In particular, Licensor may visit the Site at such intervals as Licensor deems reasonably necessary (which intervals shall include certain milestone events described in the Design Review Process). Licensee shall give Licensor at least fifteen (15) days’ notice prior to each such event in order to enable Licensor to schedule its visit(s). However, the parties agree that despite its right to observe the construction pursuant to this Section 2.4.1, Licensor shall not be obligated to observe the construction of the Project or the Project Related Areas unless otherwise specified in the Design Review Process. It is understood and agreed that Licensor is

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providing no construction management services, and that construction management shall be the sole responsibility of Licensee. To the extent that Licensor reasonably determines and provides notice to Licensee that the Project, or the Project Related Areas, as constructed, furnished or equipped do not conform to the Design Brand Standards confirmed in Section 2.1.1, or to the approved Plans, Licensee shall promptly correct or cause to be corrected such nonconforming work.

2.4.2 Mock-up Units. Prior to construction of the Project, Licensee shall construct a mock-up unit (“Mock-up Unit”) for review and approval by Licensor, such review and approval to include: (i) compliance with the Design Brand Standards; (ii) the level of fit, finish and quality appearing in the units and the general arrangement of the unit; and (iii) FF&E installed in the Mock-up Unit. Upon receipt by Licensor of written notice from Licensee of completion of the Mock-up Unit, Licensor shall have thirty (30) days in which to review and approve the Mock-up Unit. If Licensor disapproves any portion of any Mock-up Unit, Licensor shall provide detailed written objections and describe the required changes to such Mock-up Unit that would be required to satisfy the Design Brand Standards and obtain the approval of Licensor. Upon receipt by Licensee of written notice from Licensor that the Mock-up Unit has been approved, Licensee shall construct, furnish and equip (or cause to be constructed, furnished and equipped) the Project in accordance with the level of fit, finish and quality appearing in, the general arrangement of, and the FF&E installed in, the approved Mock-up Unit.

2.4.3 [Intentionally Omitted.]

2.4.4 Permits. Licensee shall be responsible for obtaining (or causing to be obtained) all permits and other approvals required for construction and operation of the Project, such as the building permit, occupancy permit, elevator permits, occupational licenses, liquor licenses and others for the Project and Project Related Areas.

2.4.5 Documents Upon Completion of Construction. Upon completion of construction of the Project, Licensee shall submit to Licensor: (i) an architect’s certification that the Plans comply with all applicable legal requirements and that the Project has been constructed and completed in accordance with the Plans approved by Licensor; and (ii) a copy of the temporary or, if available, permanent certificate of occupancy for the Project. A copy of the permanent certificate of occupancy for the Project should be provided to Licensor by no later than thirty (30) days after receipt by Licensee.

2.5 Third-Party Projects (New Projects). Licensee and Licensor agree that this Addendum and the Design Review Process do not apply to Projects developed and to-be-acquired pursuant to a capital efficient (asset lite) structure, in which a third party owns and/or develops the Project, and with which an Affiliate of Licensee contracts to acquire the Project, in whole or in phases, upon completion of development, or the occurrence of some other milestone or date.

ARTICLE 3

TECHNICAL SERVICES FOR EXISTING PROJECTS

3.1 Existing Project Refurbishment Conceptual and Schematic Design Phases

3.1.1 Preliminary Information. Licensor and Licensee acknowledge that it will become necessary to make certain renovations and undertake certain refurbishments to Existing Projects. Accordingly, Licensor and Licensee shall confirm the then current version of the Design Brand Standards for use by Licensee’s design team for the planning and design of such renovation and refurbishment

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activities. Unless a Refurbishment Review Waiver has been requested by Licensee and approved by Licensor, all Plans for the renovation and refurbishment of an Existing Project shall incorporate the parameters described in the Design Brand Standards and be evaluated based on the Design Review Process. Prior to commencing such renovation or refurbishment activities, representatives of Licensor and Licensee shall meet as required in the Design Review Process for an initial review thereof. Licensor representatives shall cooperate with Licensee to agree upon conceptual refurbishment and renovation activities that will comply with the Design Brand Standards.

3.1.2 Schematic Design Phase. Licensee shall, based upon and incorporating the information provided in accordance with Section 3.1.1, prepare or cause to be prepared and present to Licensor for approval, a conceptual design submittal in accordance with the Design Review Process that may include the following: a description of the proposed refurbishment or renovation plans; rendering and preliminary architectural plans; display boards of fabrics, carpets, furnishings, finishes, and paints; lighting design guidelines (e.g., fixtures, chandeliers, sconces, etc.); other materials proposed to be incorporated into the Project; and a Variance Notice, if applicable. Unless an alternative location is mutually agreed upon by the parties, the presentation of the conceptual and schematic design presentation shall be held virtually.

3.1.3 Decorative Items. Upon Licensor’s approval of the interior design materials submitted pursuant to Section 3.1.2 and incorporating the information provided to Licensee as set forth above, Licensee shall prepare or cause to be prepared for Licensor’s approval documents in accordance with the Design Review Process reasonably describing the Decorative Items to be installed in the Project and the installation locations or details therefor, and a Variance Notice, if applicable. Such information may include the description, quantity, recommended manufacturer and model number, product specification, photograph (when appropriate), installed location and other pertinent information about the Decorative Items.

3.2 Existing Project Refurbishment Construction Phase

3.2.1 Renovation and Refurbishment of Existing Project, Observations. Licensee shall renovate, refurbish, furnish and equip (or cause to be renovated, refurbished, furnished and equipped) the Project and the Project Related Areas in accordance with the Design Brand Standards, the Design Review Process and the Plans that have been previously approved by Licensor. During the course of such activities, Licensor shall visit the Project to assure compliance with the Design Brand Standards and prior approvals. To the extent that Licensor determines that the Project, or the Project Related Areas, as renovated or refurbished, furnished or equipped do not conform to the Design Brand Standards in place at the time the Project was reviewed by Licensor, Licensor shall promptly notify Licensee of such nonconformity in writing and Licensee shall promptly correct (or cause to be corrected) such nonconforming work.

3.2.2 Permits. Licensee shall be responsible for obtaining (or causing to be obtained) all permits and other approvals required for renovation and refurbishment of the Project, such as the building permit, occupancy permit, elevator permits, occupational licenses, liquor licenses and others for the Project and Project Related Areas.

3.3 Third-Party Projects. Licensee and Licensor agree that this Addendum and the Design Review Process do not apply to those projects at Existing Projects for which the Property Owners Association at such Existing Projects has hired a third-party project manager or director and neither Licensor nor Licensee are engaged by the Property Owners Association for such work. Similarly, this

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Addendum and the Design Review Process do not apply to those projects at Projects for work done by or for a third-party tenant or other user of a portion of the Project such as a restaurant or a shop. For the avoidance of doubt, this Section 3.3 does not limit Section 18.1 of the License Agreement, including with respect to Projects controlled by Non-Controlled Property Owners’ Associations.

ARTICLE 4

APPROVALS AND VARIANCES

4.1 Requests for Approval

4.4.1 Requests for Approval. Wherever in this Addendum or the Design Review Process the consent or approval of Licensor or Licensee is required, such consent or approval unless otherwise noted shall not be unreasonably withheld, delayed or conditioned, shall be in writing and shall be executed by a duly authorized officer or agent of the party granting such consent or approval. If either Licensor or Licensee fails to respond within fifteen (15) days to a request by the other party for a consent or approval, the other party shall provide notice to the nonresponsive party of its failure, and such party shall respond within five (5) days or such consent or approval shall be deemed to have been given, except (i) as otherwise expressly provided in this Addendum or the Design Review Process, or (ii) in the case of consents or approvals that may be granted or withheld in the sole discretion of a party, in which case a failure to respond shall be deemed to be a withholding of consent or approval. Upon obtaining approval from Licensor, Licensee may rely on such approval for purposes of advancing design, renovation, refurbishment and construction activities.

In the event Licensor disapproves a request for approval by Licensee, Licensor shall provide detailed written objections and describe the required changes to such request that are necessary to obtain the approval of Licensor.

4.4.2 Licensor’s Approval of Variances. Licensee acknowledges that Licensor will, in its review process, provide comments on the plans and specifications. Such reviews do not relieve Licensee and its consultants of their responsibility with regard to determining the completeness of subsequent documents and compliance with the Design Brand Standards. Licensee acknowledges that an approval by Licensor at any stage does not constitute an approval of a variation in Plans or Design Brand Standards unless a Variance Notice covering the deviation has been properly submitted by Licensee and accepted by Licensor in writing. Notwithstanding the foregoing, Licensor has agreed to automatic waivers of the Design Review Process for certain activities for which no additional written waiver is required and no Technical Services Fee is payable. For the avoidance of doubt, such waiver of the Design Review Process (and any associated Technical Services Fee) does not constitute a waiver of any Design Brand Standards applicable to such activities. These activities are listed on Exhibit D hereto.

4.4.3 Nonconformity. To the extent that Licensor determines that the Project as constructed, renovated or refurbished, furnished or equipped does not conform to the Design Brand Standards agreed to by the parties consistent with this Addendum, or to the approved Plans, Licensor shall provide written notice thereof to Licensee providing a detailed description of such nonconformity. Upon receipt of such notice, Licensee shall promptly (i) correct (or cause to be corrected) such nonconforming work, (ii) commence and diligently pursue a correction to such nonconforming work, or (iii) provide Licensor with adequate assurances that such nonconforming work will be promptly remedied within thirty (30) days after receipt of written notice from Licensor.

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ARTICLE 5

TECHNICAL SERVICES FEE

5.1 Technical Services Fee. Licensee shall pay to Licensor a fee (“Technical Services Fee”) for services rendered pursuant to this Addendum in accordance with the schedule of fees attached hereto as Exhibit C and incorporated herein by this reference.

ARTICLE 6

OPENING DATE

6.1 Opening Date. The Opening Date shall in no event be earlier than the date on which all of the following have occurred: (i) all licenses, permits, and other approvals and instruments necessary for operation of the Project (or phase thereof) have been obtained, and (ii) on the Opening Date there will be no ongoing construction on any portion of the Project (or phase thereof) that would materially adversely limit, restrict, disturb or interfere with the experience of the Project owners and guests. If, as of the Opening Date, there remain to be completed minor unfinished punchlist items or installation of incidental FF&E and Fixed Asset Supplies in the common areas, lobby, administrative offices or any units to be opened on the Opening Date, none of which preclude Licensee from operating the Project (or phase thereof) in accordance with the Design Brand Standards, the Opening Date shall not be delayed for such reasons; however, Licensee shall be obligated to promptly finish such items pursuant to the requirements of this Addendum and the Design Review Process.

ARTICLE 7

INSURANCE

7.1 Insurance Required. For any Project located in the United States, including United States Territories, where Licensee, as owner or developer, has entered into a construction contract with a general contractor, at all times during the construction of such Project (where a certificate of occupancy or similar document has not been issued) during such construction or such later date as indicated below, Licensee shall, at its expense, procure and maintain (or cause its general contractor to procure and maintain) insurance protecting Licensee and Licensor against loss or damage arising out of or in connection with the construction of the Project as set forth below (the “Licensee Project Requirements”). For all other Projects, at all times during the construction of the Project (where a certificate of occupancy or similar document has not been issued) during such construction or such later date as indicated below, Licensee shall, at its expense, procure and maintain (or cause the general contractor to procure and maintain) industry standard insurance in the jurisdiction where the Project is located protecting Licensee and Licensor against loss or damage arising out of or in connection with the construction of the Project.

1. The Licensee Project Requirements at minimum include:

(a) Commercial general liability insurance in an amount not less than One Million Dollars ($1,000,000) per each occurrence with a general aggregate limit of not less than Two Million Dollars ($2,000,000). Such insurance shall include, but is not limited to, the following coverages or endorsements:

● Independent Contractors Liability

Exhibit G - Page 11

● For any time-share Project, Products/Completed Operations Liability (construction defect) to be maintained for (i) three (3) years after the date of substantial completion of the Project or issuance of a certificate of occupancy for the Project, whichever is later. If a jurisdiction requires procurement of completed operations coverage or equivalent coverage, then such coverage will be procured as required by applicable law.

● For any residential or fractional Project, Products/Completed Operations Liability (construction defect) to be maintained for (i) ten (10) years after the date of substantial completion of the Project or issuance of a certificate of occupancy for the Project, whichever is later, or (ii) such time frame as may be required to cover the statutory time frame for construction defects in the state or country where the Project is located. If such coverage is provided by the general contractor, evidence of insurance shall be provided for the entire statutory time frame.

● Explosion, Collapse and Underground Coverage

(b) Business auto liability including owned, non-owned and hired vehicles, with combined single limits for bodily injury and property damage in an amount not less than One Million Dollars ($1,000,000) per each occurrence.

a. Two Million Dollars ($2,000,000) per occurrence for projects with construction value equal to or less than $500,000 and the Project is not occupied

b. Four Million Dollars ($4,000,000) per occurrence for projects with construction value of $500,001 to $1,000,000 or if under $500,000 and the Project is occupied

c. Nine Million Dollars ($9,000,000) per occurrence for projects with construction value of $1,000,001 to $10,000,000;

d. Fourteen Million Dollars ($14,000,000) per occurrence for projects with construction value of $10,000,001 to $20,000,000;

e. Nineteen Million Dollars ($19,000,000) per occurrence for projects with construction value of $20,000,001 to $50,000,000;

f. Such greater amount as is reasonably determined by Licensor and Licensee where the total project construction costs are greater than Fifty Million Dollars ($50,000,000).

Such coverage shall be in excess of the insurance required under Section 7.1.1(a), Section 7.1.1(b), and the employers liability required under Section 7.1.1(e). The general aggregate shall apply in total to the Project only if coverage is provided by a general contractor and shall be reinstated annually during construction. Upon the latest to occur of substantial completion of the Project or the issuance of a certificate of occupancy for the Project, the coverage shall specifically include the completed operations liability (construction defects) in the amounts required under this Section 7.1.1.]

(d) Builders risk insuring such risks as commonly covered by an “all risk of physical loss” form on a replacement cost basis covering equipment to be installed in, and supplies to be used at, the Project and all Project Related Areas, including contractors’ supplies, tools and equipment.

Exhibit G - Page 12

(e) Workers’ compensation insurance covering all of Licensee’s, its general contractors’, its subcontractors’ and its consultants’ employees, in statutory amounts and employers’ liability of not less than One Million Dollars ($1,000,000) for each accident.

7.2 General Provisions.

A. Licensee shall deliver to Licensor, upon commencement of construction of a Project subject to the Licensee Project Requirements, certificates of insurance, and if so requested copies of the insurance policies in the event of a claim, with respect to all policies required pursuant to Section 7.1 and, in the case of insurance policies about to expire, shall deliver certificates with respect to renewals thereof. If commercially available, such policies of insurance shall be endorsed to provide that the insurance shall not be canceled without at least thirty (30) days’ prior written notice to the certificate holder. For all the above coverages, Licensee shall, and shall cause the general contractor and all subcontractors to, waive their respective rights of recovery and its insurers’ rights of subrogation against Licensor and such coverage shall be primary and non-contributory to any other coverages Licensor may carry.

B. Licensee’s obligation to maintain the insurance hereunder will not relieve Licensee of its obligations under any indemnification under this Addendum or the License Agreement. As required by Licensor on similar projects, Licensor reserves the right to review the insurance coverages and limits from time to time and require increases or amendments to the insurance outlined in Section 7.1 based on competitive terms and conditions in the jurisdiction of the Project. Such requirements shall be mutually agreed by Licensor and Licensee, but in no event shall the changes be less than those required by Licensor on similar projects.

ARTICLE 8

MISCELLANEOUS

8.1 Relationship. In the performance of this Addendum, Licensor shall act solely as an independent contractor. This Addendum shall in no respect be interpreted, deemed or construed as making Licensor a partner, joint venturer with, or agent of, Licensee.

8.2 Third-Party Rights. Nothing herein shall be construed to give any rights or benefits hereunder to any person or entity, other than Licensee or Licensor, and the rights of third-party beneficiaries are hereby expressly negated.

8.3 Headings; Section References. The headings of Sections herein are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope or content of this Addendum or any provision hereof. All references to Articles, Sections, paragraphs, clauses, exhibits, or addenda shall refer to the corresponding Article, Section, paragraph, clause of or exhibit or addendum attached to this Addendum unless otherwise specified.

8.4 Waiver. The failure of either party to insist upon a strict performance of any of the terms or provisions of this Addendum, or to exercise any option, right or remedy contained in this Addendum, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party.

Exhibit G - Page 13

8.5 Partial Invalidity. If any portion of any term or provision of this Addendum or the application thereof to any person or circumstance shall be invalid or unenforceable, at any time or to any extent, the remainder of this Addendum, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Addendum shall be valid and be enforced to the fullest extent permitted by law.

8.6 Engagement of Third Party Consultants. Licensor may, at its own cost, engage third party consultants to perform some of its services under this Addendum.

Exhibit G - Page 14

EXHIBIT A

DESIGN REVIEW ADDENDUM

[Design Review Process for New Projects]

Global Design Americas

MVW/GDA

NewBuild/4thCycleRenovation/Conversion Process

MVW Developments

Issued: March 31, 2021

1. Commencement:

• Kick-Off/Immersion Meeting

2. Review & Approval Process:

• Logistics

• Submissions


1. 1.0			Project Information
2. ID-1			Design Narrative
3. ARCH-2 & ID-2			Schematic Design – 30% Architecture & Interior Design
4. ARCH-3 & ID-3			Design Development – 60% Architecture & Interior Design
5. ARCH-4 & ID-4			Construction Documents – 90% Architecture & Interior Design
6. ARCH-5			Fire & Life Safety Shop Drawings
7. ARCH-6 & ID-6			Exterior Signage & Interior Signage

3. Model Room/Mock-Up Review:

• Site Visit

4. Project Status:

Exhibit A to Exhibit G - Page 1

• Monthly Reporting

5. Site Visits:

• New Build / Fourth Cycle Renovation / Conversion Projects

6. Project Completion:

• Close Out

• Opening

Marriott Milestones, Approvals & Phases

Our brands provide our guests with value and experience beyond expectation. We developed this process as a critical tool to illustrate the road map of checks and balances required in development on a wide range of scales, from conversions and renovations to new builds.

This document is a key document. As you progress through the design process, we periodically review the work. Our goal is to identify challenges early, so they can be fixed quickly and efficiently.

This document spells out the expected design submittals, and what items are to be included in each submittal. We've changed our submittal process to virtually eliminate paper and to handle most reviews electronically. We'll still need fabric and finish samples, but not printed drawings or specification books. At the beginning of each project, the Process is customized according to the project scope and phasing.

This document outlines the project management and reporting requirements as well as project closeout and opening requirements.

Disclaimer

As governed by the Amended & Restated License, Services, and Development Agreement dated effective January 1, 2024 (hereinafter referred to as the “Definitive Agreement”) by and between Marriott International, Inc. (“MII”), Marriott Worldwide Corporation (“MWC”) (MII and MWC are referred to collectively herein as “Marriott”), and Marriott Vacations Worldwide Corporation (“Licensee”), Licensee is required to submit project plans for review and approval prior to the commencement of construction.

Design Documents are reviewed and approved by Marriott's Global Design Americas ("GDA") team. The purpose of this Process is to guide Licensee and its consultants through the required submittals during each phase of the review and approval process. This process assists Licensee in understanding its roles and responsibilities as well as to define Marriott's role and responsibilities to the Licensee. This process is intended to serve as a starting point for complete design to be performed by licensed professionals. Licensee ‘s architect, engineer, designer and any other design professional of record are responsible for compliance with any and all laws or regulations of any type or description governing the proposed construction.

Exhibit A to Exhibit G - Page 2

All submittals are reviewed by the Marriott GDA team to assist the Licensee conform with the Brand Standards and Design Guidelines (both as defined in the Definitive Agreement). The GDA team generally consists of a Design Manager, an Interior Design Manager and a Project Specialist. The Design Manager is Licensee's primary point of contact for the duration of the project from executed contract through substantial completion of the construction. The Interior Design Manager provides design guidance and reviews and approves submittals along with the Design Manager.

Marriott's exercise of its rights to approve and inspect any work, renovation, upgrading or remodeling of a Project (as defined in the Definitive Agreement) shall be solely for the purpose of assuring compliance with the terms of the Definitive Agreement. Marriott shall have no liability or obligation with respect to renovation, upgrading, remodeling or furnishing the Project or compliance with laws, codes, regulation, etc. which shall be solely Licensee’s duty. Licensee acknowledges and agrees that anything contained in the Definitive Agreement, this process and any review, comment, approval or non-approval by Marriott with respect to any design, construction or related matter, including (a) any advice, assistance, recommendation or direction provided by Marriott with respect to the development, design, construction, equipping, furnishing or decoration of the Project, (b) any review, comment, approval or non-approval by Marriott of any plans, specifications or other design or engineering documents with respect to the Project and/or (c) any periodic review or observation by Marriott of the construction of the Project: (1) shall relate to and reflect only Marriott's general information as to the nature and status of the work or the services being provided and Marriott's assessment as to whether or not the design and construction is in conformance with the standards, and/or approved plans and specifications; (2) shall not constitute a technical approval or acceptance of (or any assumption of liability or responsibility with respect to) any design or construction activity, design or engineering specification or calculation or any means, methods, techniques, sequences, timing or procedures or safety requirements, programs, measures and precautions with respect to the design or construction of the Project; and (3) shall not constitute any representation, warranty or guarantee of any kind whatsoever by Marriott, including any representation, warranty, guarantee or assurance that (i) there are no errors, omissions, or other deficiencies or defects in the design or construction of the project or the installation of any related building systems or equipment therein, or (ii) that the design or construction of the Project complies with any Applicable Laws (as defined in the Definitive Agreement) (including the life safety reports, any applicable fire and life safety codes, the Americans with Disabilities Acts and similar Applicable Laws governing safety requirements, construction and/or design standards or public accommodations for individuals with disabilities).

This Process and all materials, procedures and systems herein contained or depicted have been developed by, and are the sole and exclusive property of Marriott. The content herein may be protected by patent, trademark, trade secret, copyright, or other proprietary rights and laws, and is the private and confidential property of Marriott. The contents contain proprietary trade secrets that are private and confidential property of Marriott. Unauthorized use, disclosure, or reproduction of any kind of any material contained in these Standards is expressly prohibited.

This Process may be altered, amended or supplemented by Marriott from time to time. It is your responsibility to familiarize yourself with the contents of these Standards and to keep yourself apprised of any and all updates to it on lobo.marriott.com. Licensee should seek

Exhibit A to Exhibit G - Page 3

independent legal counsel for advice concerning application of and compliance with any and all applicable law.

1. Commencement

Kick-Off/Immersion

Purpose:

Initiate project with MVW and MI project specific team members. Provide Mi Brand/GDA information and MVW project information.

Deliverables:

From MVW (PDF Documents)

a) If applicable: documents and images of existing or proposed project.

From Marriott Global Design (PDF Documents)

b) Kick-Off Deck, Welcome Package

Notes:

• Varies from a formal Kick-Off Meeting to a Kick-Off call depending on nature of project and to commence transfer of information.

2. Review and Approval Process

Logistics

Important - applies to all submittals:

• Incomplete submittals will not be reviewed until all items are submitted.

• Submittals must include the completed Submittal Review Form in Word format.

• An item is not approved until it is submitted to Marriott GDA and thereafter a written approval is issued.

• Marriott will review and approve the submittals in order. Do not submit subsequent submittals until earlier ones are received and approved.

• Each submittal must respond to concerns raised in the approvals of prior submittals.

• If required, design items may need to be revised and re-submitted. It is important to allow time in the design schedule to allow for additional re-submittal(s).

• Marriott responds to submittals in 10 business days.

Send physical assets as directed by Licensor.

Exhibit A to Exhibit G - Page 4

Confirm shipping address and contact information prior to sending.

Upload all electronic submissions to Lobo. lobo.marriott.com. Please refer to Lobo instruction documents.

Item 1.0 - Project Information

Purpose:

This item provides preliminary documentation on the project team which is updated as needed as the project proceeds.

Deliverables:

PDF Documents

c) Project Contact Data Form: List project team and contact information (template issued at start of project).

d) Project Scope Document that outlines work scope and phasing.

e) Schedule: Project schedule from planning/design, construction through completion. The project schedule will be maintained throughout the project and updated as needed and included with future submittals. Identify time for planned submittals and review time.

ID-1- Design Narrative

Purpose:

The Licensee's Design Consultants develop a Design Narrative serving as the experiential brief for the property and informing the Project 's holistic design. A Design Narrative will be based upon the brand DNA and exists to ensure each Project is connected to the global portfolio through the consistent manifestation of the brand's core values. This ultimately brings strategic diversity to the portfolio, delineation amongst competitor brands, as well as further establishing brand affinity with new and existing guests around the world.

The Design Narrative should be developed through research investigation using the MI Design Narrative Tool. The resulting document will include research summaries, contextual insights, and visual image sets that showcase how the story can be understood. These visuals demonstrate how the specific narrative story, through exterior and interior architecture, programming, spatial layout and guest flow, interior design FF&E, graphics and artwork, create a unique Project experience with the brand core values as its roots. The Design Narrative will live in perpetuity over the lifetime of the Project and subsequently exist to drive future additions and/or renovations.

Deliverables:

PDF Documents

a) The Design Narrative

Notes

Exhibit A to Exhibit G - Page 5

• Template can be found on Lobo under the Brands Guidelines: G) Additional Tools.

ARCH-2 - Schematic Design - 30% Architectural

Purpose:

The general scope, design, scale and relationships among the components of the project. Marriott reviews and approves schematic plans to ensure that the design solution being developed is in compliance with the facility program and Design Guidelines.

Deliverables

PDF Documents

a) Site Plan with contextual site relationships.

b) Dimensioned floor plans for all levels of the building including square feet areas & F&B occupancy loads.

c) Building elevations and sections.

d) Enlarged guestroom plans.

e) Any renderings or drawings needed to convey design intent. Renderings should be high-resolution (300 DPI or greater).

ID-2 - Schematic Design - 30% Interior Design

Purpose:

Schematic design establishes the general scope, design, scale and relationships among the components of the Project. Marriott reviews and approves schematic plans to ensure that the design solution being developed is in compliance with the facility program and design guidelines.

Deliverables

PDF Documents

a) Design inspiration references/images presentation for all areas to clearly convey design intent, labeled by area.

b) FF&E design direction and images for all areas, labeled by area and use.

c) Preliminary interior plans (floor, reflected ceiling, furniture and finish) and elevations for key areas.

d) Perspective room sketches, renderings, models or any other means of showing overall design concept, colors, lighting and materials. Renderings should be high-resolution (300 DPI or greater).

e) Written response addressing Marriott comments from prior submittal.

Samples

f) Key interior and FF&E material samples presented in a loose format (grouped by area) and digital format for all areas. Samples are to be clearly labeled indicating intended use.

Exhibit A to Exhibit G - Page 6

Notes

• Samples of items in Marriott FF&E Spec Books are not needed.

• Submitted drawings and specifications shall use the same coding system implemented in the brand drawings & specification books.

ARCH-3 - Design Development - 60% Architectural

Purpose: Public Areas / Guestroom / Model Room:

Completed Design Development level documentation of all areas of the project.

Deliverables:

PDF Documents

a) Site Plan and Master Plan if project is within larger development.

b) Guestroom & Public space floor plans, finish plans, furniture layouts, sections, reflected ceiling plans, ceiling heights and elevations. All sheets should be labeled and cross referenced.

c) Architectural elevations of all building facades and building sections.

d) Back of house layouts, including kitchen, laundry, offices, and associate areas.

e) Outline architectural specifications and systems diagrams

f) Mechanical, Electrical and Plumbing (MEP) documents

g) Information Technology ("IT") documents, outline specifications and equipment locations related to all information technology systems, including audio visual, security, networking, telephone, etc.

h) Fire & Life Safety documents sent directly from Licensee’s F&LS Team to Marriott International F&LS Team

i) Written response addressing prior Marriott comments from prior submittal.

Samples

j) Loose samples of exterior finishes and materials are to be clearly labeled and coded indicating intended use.

Notes

• Design development submittal ("Design Document") to be provided six (6) months prior to construction start.

• Submitted drawings and specifications shall use the same coding system implemented in the brand drawings & specification books.

ID-3 - Design Development - 60% Interior Design

Purpose: Public Areas / Guestroom / Model Room

Complete Design Development of Interior Design drawings, FF&E & Finish selections; based upon the approved Schematic Design

Exhibit A to Exhibit G - Page 7

Deliverables:

PDF Documents

a) Design document (digital presentation) showing FF&E, finishes, fixtures, and design intent, by area.

b) Interior Design Drawings including scaled drawings of: i) coded floor plans, ii) coded elevations, iii) coded reflected ceiling plans, iv) coded finish plans, v) coded FF&E layout plans, vi) miscellaneous drawings as required: e.g. custom furniture/millwork

c) Perspective sketches/renderings as required showing overall design intent, colors, lighting and materials

d) Flooded floor plans: Carpet design

e) Digital Preliminary FF&E & OS&E* Specification Book, for Model Room

f) Digital Preliminary Interior Architectural Finishes Specification Book: Finish Materials, Plumbing and Accessories, manufacturer's cut sheet and technical information.

g) Written response addressing prior Marriott comments from prior submittal.

Samples

h) Material samples for FF&E and finishes, labeled as to each material's use and location.

i) *Styling is an integral layer of the interior design and includes installations, media, super graphics, accessories, etc. This should be coordinated with key operating supplies and equipment ("OS&E") items. Certain items in the OS&E standards should be custom defined and developed by the designer and incorporated in this phase.

j) Art Package Direction

Notes

• Samples of items from the Marriott FF&E Spec Books are not needed.

• Submitted drawings and specifications shall use the same coding system implemented in the brand drawings & specification books.

ARCH-4 - Construction Documents - 90% Architectural

Purpose:

Complete and ready for bid Construction Documents for all areas including public spaces, guestrooms, suites, back of house/employee areas based upon the approved Design.

Deliverables:

PDF Documents

a) Final documents and specifications for the kitchen, bar, laundry and back of house areas and equipment consisting of the following: i) an equipment schedule with indications of utility requirements; ii) an equipment layout showing type of equipment and mechanical and electrical connections; iii) cut sheets; iv) detail drawings of fabricated items; and v) instructions to bidders

Exhibit A to Exhibit G - Page 8

b) The final architectural documents, MEP documents and specifications should provide detail for use as contract bid and working documents and for submission to appropriate governmental or regulatory authorities in connection with application for building permit

c) Associated consultant documents such as lighting, landscaping and AV (Audio Visual) documents

d) Final documents and specifications related to all information technology (IT) systems including system schematics, interface connections, hardware locations, power requirements and computer, data networking, television and telephone room layouts

e) Fire & Life Safety documents sent directly from Licensee’s F&LS Team to Marriott International F&LS Team

f) Exterior renderings of suitable for marketing and advertising use. Renderings should be high-resolution (300 DPI or greater)

g) Written response addressing prior Marriott comments from prior submittal.

Notes:

• With the exception of Fire & Life Safety Documentation & unless requested by Marriott, these documents are to be submitted for record keeping purposes only. Marriott reserves the right to review and provide comments that are binding and must be addressed.

• It is mandatory to receive approval of receipt prior to commencement of construction.

ID-4 - Construction Documents - 90% Interior Design

Purpose

Bid Construction Documents for all areas including public spaces, guestrooms, suites, back of house/employee areas and residences (if applicable) based upon the approved Design Development

Deliverables:

PDF Documents

a) The final interior plans and specifications in sufficient detail for use as contract bid and working documents and for submission to appropriate governmental or regulatory authorities in connection with application for building permit.

b) Digital FF&E Specification Book: Material samples for FF&E, labeled as to each material's use and location.

c) Specifications book to identify variances or changes from previous submissions

Notes:

• Unless requested by Marriott, these documents are to be submitted for record keeping purposes only. Marriott reserves the right to review and provide comments that are binding and must be addressed.

• It is mandatory to receive approval of receipt prior to commencement of construction.

Exhibit A to Exhibit G - Page 9

ARCH-5 - Fire and Life Safety Shop Drawing Submission

Purpose:

Shop drawings for sprinkler, smoke control and fire alarm to be reviewed and approved by Marriott’s Fire and Life Safety Team prior to their required site visits.

Deliverables:

PDF Documents

a) Sprinkler Shop Drawings

b) Smoke Control Shop Drawings

c) Fire Alarm Shop Drawings

Notes:

ARCH-6 - Exterior Signage

Purpose:

Exterior signage is to be in compliance with the brand signage guidelines. Project specific signage design (to be bid) or design/build (to be fabricated) packages are required for review and approval. A Marriott approved signage vendor must be used.

Deliverables:

PDF Documents

a) Signage key plan standards

b) Specifications and drawings of all sign types, including dimensions, typeface/font, material type and finishes, methods of attachment & illumination specs

c) Location plans

Notes:

• Unless the signage diverges from the brand signage package, these documents are to be submitted for record keeping purposes only. Marriott reserves the right to review and provide comments that are binding and must be addressed.

ID-6 - Interior Signage

Purpose:

Interior signage is to be in compliance with the brand signage guidelines. Project specific signage design (to be bid) or design/build (to be fabricated) packages are required for review and approval. A Marriott approved signage vendor must be used.

Deliverables:

Exhibit A to Exhibit G - Page 10

PDF Documents

a) Signage key plan standards

b) Specifications and drawings of all sign types, including dimensions, typeface/font, material type and finishes, methods of attachment & illumination specs

c) Location plans

Samples

d) Fabricated sign sample if non-prototypical

Notes

3. Model Room/Mock-Up

Site Visit

Purpose:

The intent of the model installation is to provide an in-depth demonstration of all conditions that will be delivered with the full rollout of the guestrooms, guest baths and guest corridors project with respect to architecture, interior design, construction trades quality, contractor-provided fixtures, fittings and finishes, and FF&E design and quality.

Deliverables:

From MVW

a) To be installed for review will be the most common unit/villa type for the project and a section of corridor that includes one door-drop and the length between door drops. Marriott Global Design will review the proposed areas to be mocked-up during the plan review phase, and any atypical conditions will be discussed.

b) The model installation is to include plumbing fixtures, fittings and finishes, as well as electrical hookups and devices, lighting and lamps. In a new-build project running water is not required of the mock-up, however electrical supply is required to evaluate the lighting. Television and telephone are to be shown, though these need not be hooked-up to live service supply. Wi-Fi service is not required to be operating at this stage.

c) The model spaces are to be installed as if guests will be checking-in to the rooms that day: the spaces are to be cleaned, beds to be dressed, all bedding, linens and terry are to be placed, bath amenities are to be shown, and all OS&E is to be installed.

d) Once model rooms and section of corridor are completed; LIcensee to send Marriott Global Design detailed photographs of the spaces 5 business days in advance for review prior to Marriott Global Design coordinating the model room review site visit.

From Marriott Global Design (PDF Documents):

Exhibit A to Exhibit G - Page 11

a) Marriott Global Design to issue a formal Model Room Review Report within 5 business days.

Samples

a) Alternate finishes and or casegoods can also be provided at the model room review for Marriott Global Design review.

Notes:

• Model rooms are used for review of design, quality of construction, functionality and FF&E, but are also used for sales & marketing efforts and should remain available for photography and sales tours.

• Samples of items from the Marriott FF&E Spec Books are not needed.

• The vendors/suppliers expected to be used for the full implementation should also be used for the Model Room. If the vendor changes, the alternate vendor needs to be approved by Marriott.

• Any changes of items in or suppliers to the model room subsequent to the review must be resubmitted to Marriott for approval prior to purchasing.

• On a casegood renovation project type Marriott Global Design to review a casegood prototype at a location to be coordinated by both teams.

4. Project Status/Monthly Reporting

Purpose:

Monthly status reports are required by Marriott Global Design in order to accurately track status of project within Marriott International’s database.

Deliverables:

From MVW: (PDF Documents)

a) Monthly construction status reports with construction photos showing the progress throughout the entire project. This can be using the Marriott Global Design Monthly Construction Status Report Template or a PDF report of whatever software MVW might use for project management.

5. Site Visits

Purpose:

Marriott Global Design to conduct the required site visits based on project type in order to confirm that the project was constructed to the approved plans and are compliant with the Marriott Design Standards for the respective Brand and to also close-out the project within Marriott International database.

Exhibit A to Exhibit G - Page 12

On a New Build / Fourth Cycle Renovation / Conversion Projects Marriott Global Design to execute a 30 day out from opening and a 10 day out from opening site visit.

Should circumstances impact the ability for Associates to visit a property then Virtual/Remote Site Visits can be considered as a secondary option.

Deliverables:

From MVW (PDF Documents)

a) Monthly Construction Status Reports leading up to the required site visits identified above.

b) On a New Build / Fourth Cycle Renovation/ Conversion refer to the Marriott Global Design Pre-Opening Process Document for details.

From Marriott Global Design (PDF Documents)

a) Marriott Global Design to issue a formal Site Visit Report within 5 business days.

6. Project Completion

Close-Out

Purpose:

For the purpose of record keeping Marriott Global Design to receive a record SET of the documents and FF&E Specifications that the property team will receive from MVW.

Deliverables:

From MVW (PDF Documents)

a) Record drawing set for file.

b) Record FF&E Specification Manuel for file.

Opening

Purpose:

All observations identified incomplete during the Marriott Global Design 10 day out site visit will be identified as items that must be completed prior to opening or items that can be completed post opening with an agreed upon completion timeframe

Deliverables:

From MVW (PDF Documents):

a) NA

From Marriott Global Design (PDF Documents):

a) 10 Day Out Site Visit Report identifying all the Marriott Global Design scope items with required completion timeframe.

Exhibit A to Exhibit G - Page 13

EXHIBIT B

DESIGN REVIEW ADDENDUM

[Design Review Process for Renovations]

Global Design Americas

MVW/GDA Renovation Process

MVW Developments

Issued: March 31, 2021

1. Commencement:

• Kick-Off/Immersion Meeting

2. Review & Approval Process:

• Logistics

• Submissions


1. 1.0			Project Information
2. ID-1			Design Narrative
3. ID-3			Design Development – 60% Interior Design
4. ID-4			Construction Documents – 90% Interior Design
5. ARCH-6 & ID-6			Exterior Signage & Interior Signage (If Applicable)

3. Model Room/Mock-Up Review:

• Site Visit

4. Project Status:

• Monthly Reporting

5. Site Visits:

• Softgood and/or Casegood Renovations

Exhibit B to Exhibit G - Page 1

6. Project Completion:

• Close Out

Marriott Milestones, Approvals & Phases

This document is a key document. As you progress through the design process, we periodically review the work. Our goal is to identify challenges early, so they can be fixed quickly and efficiently.

This document outlines the project management and reporting requirements as well as project closeout.

Disclaimer

Marriott's exercise of its rights to approve and inspect any work, renovation, upgrading or remodeling of a Project (as defined in the Definitive Agreement) shall be solely for the purpose

Exhibit B to Exhibit G - Page 2

of assuring compliance with the terms of the Definitive Agreement. Marriott shall have no liability or obligation with respect to renovation, upgrading, remodeling or furnishing the Project or compliance with laws, codes, regulation, etc. which shall be solely Licensee’s duty. Licensee acknowledges and agrees that anything contained in the Definitive Agreement, this process and any review, comment, approval or non-approval by Marriott with respect to any design, construction or related matter, including (a) any advice, assistance, recommendation or direction provided by Marriott with respect to the development, design, construction, equipping, furnishing or decoration of the Project, (b) any review, comment, approval or non-approval by Marriott of any plans, specifications or other design or engineering documents with respect to the Project and/or (c) any periodic review or observation by Marriott of the construction of the Project: (1) shall relate to and reflect only Marriott's general information as to the nature and status of the work or the services being provided and Marriott's assessment as to whether or not the design and construction is in conformance with the standards, and/or approved plans and specifications; (2) shall not constitute a technical approval or acceptance of (or any assumption of liability or responsibility with respect to) any design or construction activity, design or engineering specification or calculation or any means, methods, techniques, sequences, timing or procedures or safety requirements, programs, measures and precautions with respect to the design or construction of the Project; and (3) shall not constitute any representation, warranty or guarantee of any kind whatsoever by Marriott, including any representation, warranty, guarantee or assurance that (i) there are no errors, omissions, or other deficiencies or defects in the design or construction of the project or the installation of any related building systems or equipment therein, or (ii) that the design or construction of the Project complies with any Applicable Laws (as defined in the Definitive Agreement) (including the life safety reports, any applicable fire and life safety codes, the Americans with Disabilities Acts and similar Applicable Laws governing safety requirements, construction and/or design standards or public accommodations for individuals with disabilities).

7. Commencement

Kick-Off/Immersion

Purpose:

Exhibit B to Exhibit G - Page 3

Initiate project with MVW and MI project specific team members. Provide Mi Brand/GDA information and MVW project information.

Deliverables:

From MVW (PDF Documents)

a) If applicable: documents and images of existing or proposed project.

From Marriott Global Design (PDF Documents)

b) Kick-Off Deck, Welcome Package

Notes

• Varies from a formal Kick-Off Meeting to a Kick-Off call depending on nature of project and to commence transfer of information.

8. Review and Approval Process

Logistics

Important - applies to all submittals:

• Incomplete submittals will not be reviewed until all items are submitted.

• Submittals must include the completed Submittal Review Form in Word format.

• An item is not approved until it is submitted to Marriott GDA and thereafter a written approval is issued.

• Marriott will review and approve the submittals in order. Do not submit subsequent submittals until earlier ones are received and approved.

• Each submittal must respond to concerns raised in the approvals of prior submittals.

• If required, design items may need to be revised and re-submitted. It is important to allow time in the design schedule to allow for additional re-submittal(s).

• Marriott responds to submittals in 10 business days.

Send physical assets as directed by Licensor.

Confirm shipping address and contact information prior to sending.

Upload all electronic submissions to Lobo. lobo.marriott.com. Please refer to Lobo instruction documents.

Exhibit B to Exhibit G - Page 4

Item 1.0 - Project Information

Purpose:

This item provides preliminary documentation on the project team which is updated as needed as the project proceeds.

Deliverables:

PDF Documents

a) Project Contact Data Form: List project team and contact information (template issued at start of project).

b) Project Scope Document that outlines work scope and phasing.

c) Schedule: Project schedule from planning/design, construction through completion. The project schedule will be maintained throughout the project and updated as needed and included with future submittals. Identify time for planned submittals and review time.

ID-1- Design Narrative

Purpose:

The Owner's Design Consultants develop a Design Narrative serving as the experiential brief for the property and informing the hotel's holistic design. A Design Narrative will be based upon the brand DNA and exists to ensure each hotel is connected to the global portfolio through the consistent manifestation of the brand's core values. This ultimately brings strategic diversity to the portfolio, delineation amongst competitor brands, as well as further establishing brand affinity with new and existing guests around the world.

The Design Narrative should be developed through research investigation using the MI Design Narrative Tool. The resulting document will include research summaries, contextual insights, and visual image sets that showcase how the story can be understood. These visuals demonstrate how the specific narrative story, through exterior and interior architecture, programming, spatial layout and guest flow, interior design FF&E, graphics and artwork, create a unique hotel experience with the brand core values as its roots. The Design Narrative will live in perpetuity over the lifetime of the hotel and subsequently exist to drive future additions and/or renovations.

Deliverables:

PDF Documents

a) The Design Narrative

Notes:

• Template can be found on Lobo under the Brands Guidelines: G) Additional Tools.

Exhibit B to Exhibit G - Page 5

ID-3 - Design Development - 60% Interior Design

Purpose: Public Areas / Guestroom / Model Room

Complete Design Development of Interior Design drawings, FF&E & Finish selections; based upon the approved Schematic Design

Deliverables:

PDF Documents

a) Design document (digital presentation) showing FF&E, finishes, fixtures, and design intent, by area.

c) Perspective sketches/renderings as required showing overall design intent, colors, lighting and materials

d) Flooded floor plans: Carpet design

e) Digital Preliminary FF&E & OS&E* Specification Book, for Model Room (If applicable)

f) Digital Preliminary Interior Architectural Finishes Specification Book: Finish Materials, Plumbing and Accessories, manufacturer's cut sheet and technical information.

g) Written response addressing prior Marriott comments from prior submittal.

Samples

h) Material samples for FF&E and finishes, labeled as to each material's use and location.

j) Art Package Direction

Notes:

• Samples of items from the Marriott FF&E Spec Books are not needed.

• Submitted drawings and specifications shall use the same coding system implemented in the brand drawings & specification books.

Exhibit B to Exhibit G - Page 6

ID-4 - Construction Documents - 90% Interior Design

Purpose:

Bid Construction Documents for all areas including public spaces, guestrooms, suites, back of house/employee areas and residences (if applicable) based upon the approved Design Development

Deliverables:

PDF Documents

b) Digital FF&E Specification Book: Material samples for FF&E, labeled as to each material's use and location.

c) Specifications book to identify variances or changes from previous submissions

Notes

• It is mandatory to receive approval of receipt prior to commencement of construction.

ARCH-6 - Exterior Signage (If Applicable)

Purpose:

Deliverables:

PDF Documents

d) Signage key plan standards

e) Specifications and drawings of all sign types, including dimensions, typeface/font, material type and finishes, methods of attachment & illumination specs

f) Location plans

Notes:

Exhibit B to Exhibit G - Page 7

ID-6 - Interior Signage (If Applicable)

Purpose:

Deliverables:

PDF Documents

a) Signage key plan standards

b) Specifications and drawings of all sign types, including dimensions, typeface/font, material type and finishes, methods of attachment & illumination specs

c) Location plans

Samples

d) Fabricated sign sample if non-prototypical

Notes:

9. Model Room/Mock-Up - Full Renovation Only (Softgoods & Casegoods)

Site Visit

Purpose:

Unless previously determined as a team that a model room will not be needed and agreed to by Licensor the intent of the model installation is to provide an in-depth demonstration of all conditions that will be delivered with the full rollout of the guestrooms, guest baths and guest corridors project with respect to architecture, interior design, construction trades quality, contractor-provided fixtures, fittings and finishes, and FF&E design and quality.

Deliverables:

From MVW

Exhibit B to Exhibit G - Page 8

d) Once model rooms and section of corridor are completed; Licensee to send Marriott Global Design detailed photographs of the spaces 5 business days in advance for review prior to Marriott Global Design coordinating the model room review site visit.

From Marriott Global Design (PDF Documents):

e) Marriott Global Design to issue a formal Model Room Review Report within 5 business days.

Samples

f) Alternate finishes and or casegoods can also be provided at the model room review for Marriott Global Design review.

Notes:

• Samples of items from the Marriott FF&E Spec Books are not needed.

• The vendors/suppliers expected to be used for the full implementation should also be used for the Model Room. If the vendor changes, the alternate vendor needs to be approved by Marriott.

• Any changes of items in or suppliers to the model room subsequent to the review must be resubmitted to Marriott for approval prior to purchasing.

• On a casegood renovation project type Marriott Global Design to review a casegood prototype at a location to be coordinated by both teams.

10. Project Status/Monthly Reporting

Purpose:

Monthly status reports are required by Marriott Global Design in order to accurately track status of project within Marriott International’s database.

Deliverables:

From MVW: (PDF Documents)

Exhibit B to Exhibit G - Page 9

11. Site Visits

Purpose:

On a typical softgood renovation and/or casegood renovation Marriott Global Design to execute a site visit once all the work has been confirmed as completed via photographs. If this is a property that consists of multiple guestroom buildings where a phased turnover is the approach, then Marriott Global Design will execute a site visit (1) week prior to turnover of the first building followed by a final visit when the entire renovation has been completed in order to close-out the project.

Should circumstances impact the ability for Associates to visit a property then Virtual/Remote Site Visits can be considered as a secondary option.

Deliverables:

From MVW (PDF Documents)

a) Monthly Construction Status Reports leading up to the required site visits identified above.

From Marriott Global Design (PDF Documents)

b) Marriott Global Design to issue a formal Site Visit Report within 5 business days.

12. Project Completion

Close-Out

Purpose:

For the purpose of record keeping Marriott Global Design to receive a record SET of the documents and FF&E Specifications that the property team will receive from MVW.

Deliverables:

From MVW (PDF Documents)

c) Record drawing set for file.

d) Record FF&E Specification Manuel for file.

Exhibit B to Exhibit G - Page 10

EXHIBIT C

DESIGN REVIEW ADDENDUM

TECHNICAL SERVICES FEE

Review Categories Technical Services Fees

New Projects (including Conversion of Existing Buildings) $80,000

Refurbishment/Renovation of Existing Projects

Soft Goods Refurbishment Review $6,000

Refurbishment/renovation Projects In Excess of Soft

Goods Update $15,000

Lobby Area Modification at Existing Project in Conjunction with a Villa/Unit, Corridor and/or Public Space Modification

New Design for Soft Goods Only $3,000

New Design for Soft and Case Goods $8,000

New Design for Soft and Case Goods and Hard Surfaces $10,000

(tile, millwork, etc.)

The Technical Services Fees listed above for a lobby area modification are in addition to any other Technical Services Fees payable for the Project.

The Technical Services Fees shall be billed by Licensor to Licensee on a lump sum basis as indicated for each review category identified above. Licensee shall pay the Technical Services Fees in four (4) quarterly and equal installments. The first installment shall be payable upon submission of the first documents/plans for review by Licensor. In the event a Project is terminated before fully reviewed by Licensor, the parties shall reasonably pro-rate the Technical Services Fees based on the actual review work performed by Licensor.

The Technical Services Fees listed above are inclusive of all expenses, included, but not limited to, travel, telephone, shipping, equipment, supplies, physical reviews of the Project, document approval, attendance at design progress meetings and meetings held in conjunction with the Design Review Process, on-site inspections during design & construction, post construction services and all other meetings required to successfully complete the review of each Project for compliance with the Design Brand Standards.

Within one hundred twenty (120) days following the second anniversary of the License Agreement, the parties shall meet to evaluate the Technical Services Fees and again on each second anniversary thereof. In the event the Technical Services Fees are less, or greater than, the actual cost incurred by Licensor in the review of Licensee’s Projects, the Technical Services Fees shall be re-negotiated by the parties to an amount anticipated to cover the reasonable costs thereof.

Exhibit C to Exhibit G - Page 1

EXHIBIT D

DESIGN REVIEW ADDENDUM

AUTOMATIC WAIVERS

• All ADA remediation work

• Selective work – paint, vinyl wall covering, and single re-upholstered items

• Back of house space renovations and refurbishments

• Secondary spaces renovations and refurbishments (e.g., Kids Club, Fitness Center, Multi-purpose rooms, Sales Gallery interiors)

Continuation of a previously approved design scheme in subsequent phases of a Project

Exhibit G - Page 1

EXHIBIT H

EXISTING PROJECTS AT WHICH LICENSEE HAS NOT ENGAGED IN TRANSIENT RENTAL

Existing Projects for which Licensee has not notified Licensor of Licensee’s intention to engage in transient rentals


Project Name			Place
None

Existing Projects for which Licensee has notified Licensor of Licensee’s intention to engage in transient rentals


Project Name			Place
Marriott Vacation Club at Empire Place			(Bangkok, Thailand)

Exhibit H - Sole Page

EXHIBIT I

EXISTING GOLF FACILITIES


Facility Name			Place
Marriott’s Grande Vista Golf Club			(Orlando, Florida)
Marriott’s Shadow Ridge Golf Club			(Palm Desert, California)
Marriott’s Son Antem Golf Club			(Mallorca, Spain)
Marriott Golf Academy			(Orlando, Florida)

Exhibit I - Sole Page

EXHIBIT J

PERMITTED LICENSEE AFFILIATE NAMES


Affiliate			Jurisdiction of Organization
United States of America Affiliates
Marriott Kauai Ownership Resorts Inc.			Delaware
Also does business under the name Marriott Vacation Club International
Marriott Overseas Owners Services Corporation			Delaware
Marriott Ownership Resorts Inc.			Delaware
Also does business under the names Grand Residences by Marriott; Marriott Vacation Club International; Marriott Vacation Club International Corp.; Marriott’s Mountainside Resort; Marriott’s Summit Watch Resort; Marriott’s Waiohai Beach Resort; Marriott’s Waiohai Beach Club; Marriott Golf Academy; Marriott Vacation Club
Marriott Ownership Resorts Procurement, LLC			Delaware
Marriott Resorts Hospitality Corporation			South Carolina
Also does business under the names Marriott Vacation Club International; Marriott’s Grand Chateau; Marriott’s Legends Edge at Bay Point; Marriott’s Oceana Palms; Marriott Vacation Club, South Beach; Marriott’s Willow Ridge Lodge; Marriott’s Villas at Doral; Marriott’s Maui Ocean Club (under MVW of Hawaii, Inc.); Marriott’s Custom House; Marriott Vacation Club Pulse, San Diego; Marriott’s Ko Olina Beach Club (under MVW of Hawaii, Inc.); Marriott Vacation Club, New York City; Marriott Vacation Club Pulse, New York City
Marriott Resorts Sales Company, Inc.			Delaware
Also does business under the name Marriott Vacation Club International Ltd.; Marriott Resorts Realty, Inc.
Marriott Resorts Title Company Inc.			Florida
Also does business under the name Marriott Resorts Title, Inc.
Marriott Resorts, Travel Company Inc.			Delaware
Also does business under the name Marriott Vacation Club International
Marriott Vacation Properties of Florida Inc.			Delaware
Marriott Vacations Worldwide Corporation			Delaware
Marriott’s Desert Springs Development Corporation			Delaware
Non-United States of America Affiliates
Marriott Ownership Resorts (Bahamas) Limited			Bahamas
Marriott Resorts Hospitality (Bahamas) Ltd.			Bahamas
Marriott Vacation Club Timesharing GmbH			Austria
Marriott Resorts Hospitality of Aruba, N.V.			Aruba
Marriott Ownership Resorts (St. Thomas), Inc.			Virgin Islands -US
Marriott Vacation Club International of Aruba N.V.			Aruba
Marriott Vacation Club International of Japan, Inc.			Japan
Promociones Marriott S.A. de C.V.			Mexico
Marriott Ownership Resorts, Inc. (Dubai Branch)			United Arab Emirates
Marriott Vacation Club International Community Welfare Foundation			Aruba

Exhibit J - Page 1


AFFILIATE, JURISDICTION & ANY DBAs	TIME PERIOD	PURPOSE
Developer Entities
St. Regis Residence Club, New York Inc. Jurisdiction: Florida DBA: None	From the Effective Date until such time as The St. Regis Residence Club, New York is Deflagged.	Solely to be used as part of the legal entity name for the entity that acts as the developer for The St. Regis Residence Club, New York. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents in effect as of the Effective Date or in reasonably necessary ordinary course communications with existing owners.
St. Regis Residence Club of Colorado, Inc. Jurisdiction: Colorado DBA: None	From the Effective Date until such time as The St. Regis Residence Club, Aspen is Deflagged.	Solely to be used as part of the legal entity name for the entity that acts as the developer for The St. Regis Residence Club, Aspen. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents in effect as of the Effective Date or in reasonably necessary ordinary course communications with existing owners.
Sheraton Flex Vacations, LLC Jurisdiction: Florida DBA: None	From the Effective Date until such time as the “Sheraton Flex” Licensed Non-Site Specific Destination Club Program has been Deflagged.	Solely to be used as part of the legal entity name for the entity that sells interests in, markets and promotes the “Sheraton Flex” Licensed Non-Site Specific Destination Club Program. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents. For the avoidance of doubt, the foregoing sentence does not limit Licensee’s right to use the “Sheraton Flex” Licensed Mark pursuant to the terms of this Agreement and other agreements of the parties.

Exhibit J - Page 2


AFFILIATE, JURISDICTION & ANY DBAs	TIME PERIOD	PURPOSE
Westin St. John Hotel Company, Inc. Jurisdiction: Virgin Islands (U.S.) DBA: Lemongrass Restaurant and Bar The Marketplace at Great Cruz Bay The Westin Health & Spa The Westin St. John Resort & Villas	From the Effective Date until the earlier of such time that (i) The Westin St. John Resort & Villas (or The Westin St. John Resort Villas) is no longer in operation, and (ii) there is no longer any material tax consequence to Licensee associated with changing the entity’s name.	Solely to be used as part of the legal entity name for the entity that acts as (i) the operator of the hotel portion of The Westin St. John Resort & Villas, and (ii) the developer for The Westin St. John Resort & Villas or The Westin St. John Resort Villas, as applicable. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents.
Management Entities
St. Regis Colorado Management, Inc. Jurisdiction: Colorado DBA: None	From the Effective Date until such time as The St. Regis Residence Club, Aspen is Deflagged.	Solely to be used as part of the legal entity name for the entity that acts as the manager for The St. Regis Residence Club, Aspen. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents in effect as of the Effective Date or in reasonably necessary ordinary course communications with existing owners.
St. Regis New York Management, Inc. Jurisdiction: Florida DBA: None	From the Effective Date until such time as The St. Regis Residence Club, New York is Deflagged.	Solely to be used as part of the legal entity name for the entity that acts as the manager for The St. Regis Residence Club, New York. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents in effect as of the Effective Date or in reasonably necessary ordinary course communications with existing owners.
Westin Vacation Management Company (USVI) Jurisdiction: Virgin Islands (U.S.) DBA: None	From the Effective Date until the earlier of such time that (i) The Westin St. John Resort & Villas (or The Westin St. John Resort Villas) is no longer in operation, and (ii) there is no longer any material tax consequence to Licensee associated with changing the entity’s name.	Solely to be used as part of the legal entity name for the entity that acts as the manager for The Westin St. John Resort & Villas or The Westin St. John Resort Villas, as applicable. Not to be used for marketing purposes or in any other consumer-facing capacity, other than to the extent the legal entity name is required to be disclosed in the relevant Offering Documents or in reasonably necessary ordinary course communications with existing owners.

Exhibit J - Page 3


AFFILIATE, JURISDICTION & ANY DBAs	TIME PERIOD	PURPOSE
Marketing Entities
Westin Sheraton Vacation Services, Inc. Jurisdiction: Florida DBA’s. (Both located in Fulton County, Georgia) Sheraton Vacations Westin Vacations	From the Effective Date for so long as Licensee has a license to both SHERATON VACATIONS and WESTIN VACATIONS in accordance with the License Agreement.	Solely to be used as part of the legal entity name for the entity that promotes preview stays at “Westin” or “Sheraton”-branded Licensed Destination Club Projects or Licensor Lodging Facilities, provided no tour or sales presentation is required to be attended in order to receive such promotional stay or related benefit and such disclosure is in conjunction with disclaimers, logo lockups and other disclosure required or permitted, as applicable, by Licensor and its Affiliates.

Exhibit J - Page 4

EXHIBIT K

NEW PROJECT APPLICATION


I. PROJECT DESCRIPTION

Applicant: Marriott Vacations Worldwide

Date Submitted: ___________

Project Description: ____________________________________________________________________

_____________________________________________________________________________________

Brand(s): ___________________

Project Name (if known): ________________________________________________________________

Number of Villas/Keys Planned: ___________ Number of Floors: _________

Villas Keys

Destination Club Unit Mix: Studios: _____ _____

1-Bedroom: _____ _____

2-Bedroom: _____ _____

3-Bedroom: _____ _____

4-Bedroom: _____ _____

Other: _____ _____

Lock-out Units _____ _____

Villas Keys

Residential Unit Mix: Studios: _____ _____

1-Bedroom: _____ _____

2-Bedroom: _____ _____

3-Bedroom: _____ _____

4-Bedroom: _____ _____

Other: _____ _____

Lock-out Units _____ _____

On-Site Facilities

Restaurant Facilities /# of Seats: ____________________________________________________

Bars or Lounges: ________________________________________________________________

Retail Shops: ___________________________________________________________________

Recreation/Golf/Spa: _____________________________________________________________

Marketplace: ___________________________________________________________________

Sales Gallery: __________________________________________________________________

Pools: _________________________________________________________________________

Play Areas: _____________________________________________________________________

Other: _________________________________________________________________________

Exhibit K - Page 1

Is the site co-located with any lodging or other facilities? If so, provide details.

_____________________________________________________________________________________

If co-located with MI lodging, is a shared services and/or integration agreement contemplated? If so, provide details.

_____________________________________________________________________________________

Description of Site:

Total Square Footage of Site: ___________ Acreage: _____________

Site is controlled by MVW as follows:

( ) Owned by MVW ( ) Leased by MVW

( ) Purchase Contract ( ) Other: ___________________________

If the site is currently owned by an entity other than the MVW, please provide the following information:

Fee Owner: _____________________________________________________________________

Street Address: __________________________________________________________________

City, State, Zip Code, Country: ______________________________________________________

Phone Number: _________________________________________________________________

Relationship to MVW, if any: _______________________________________________________

OTHER INFORMATION ABOUT THE SITE

Are there currently any existing moratoriums? ( ) Yes* ( ) No

Are there any restrictions on the site that would necessitate special local variances (e.g., parking, signage, liquor licenses, etc.)? ( ) Yes* ( ) No

* Explain the situation(s) and your plans to resolve same (attach supplemental sheets if necessary):

_____________________________________________________________________________________

Please submit with your application the Minimum Submission Requirements outlined in Attachment A.


II. PROPOSED DEVELOPMENT/CONVERSION COSTS AND PROJECTIONS

Property will be a: _____ New Development _____ Conversion

If a new development, please complete Section II A and C and the remainder of this application. If a conversion, please complete Section II B and C and the remainder of this application.

Exhibit K - Page 2

A. NEW DEVELOPMENT

PROPOSED DEVELOPMENT COSTS:

Land Cost: $_______________

Development Cost (Construction/Other): $_______________

Total Cost: $ ______________ Per Villa/Room: $__________ Per Residence $___________

Anticipated Construction Start: ___________

Estimated Opening Date: ________________

SALES PROJECTIONS:

Estimated number of Vacation Ownership Interests: _______ Estimated gross contract sales: _______

Estimated number of Residential Units: _______ Estimated gross contract sales: _______

B. CONVERSION

NAME OF PROPERTY AND CURRENT USE: ____________________________________________________

Acquisition Cost: $________________

Conversion Cost: $________________

Total Cost: $_____________________ Per Villa/Room: $___________

Year Built: _______________________

Anticipated Conversion Start: ________________________

Estimated Conversion Date: __________________________

SALES PROJECTIONS:

Estimated number of Vacation Ownership Interests: _______ Estimated gross contract sales: _______

Estimated number of Residential Units: _______ Estimated gross contract sales: _______

C. PROPOSED TRANSACTION SUMMARY

Please describe the proposed transaction terms and associated agreements, as well as results of the territorial search. _______________________________________________________________________

_____________________________________________________________________________________

D. RENTAL PROGRAM

Please indicate if transient rental is contemplated and describe applicable rental program arrangements:

_____________________________________________________________________________________


III. OWNERSHIP STRUCTURE AND DUE DILIGENCE

Please provide the information requested in this section for the property owner, if different, from Marriott Vacations Worldwide or a wholly owned affiliate thereof.

Owner Name: _________________________________________________________________________

Exhibit K - Page 3

A/an ___________________ ( ) General Partnership ( ) Privately Held Corporation

(state) ( ) Limited Partnership ( ) Individual

( ) Public Corporation ( ) Joint Venture

( ) Trust ( ) Estate ( ) Other

( ) Syndicated Limited Partnership

( ) Limited Liability Company

MVW Interest in Owner: _________________________________________________________________

Contact: Principal Correspondent:

Name: ___________________________________ Name: _________________________________

Title: ____________________________________ Title: __________________________________

Street Address: ____________________________ Street Address: __________________________

Phone Number: __________________________ _ Phone Number: __________________________

Fax Number: ______________________________ Fax Number: ____________________________

E-mail Address: ____________________________ E-mail Address: __________________________

Tax ID No.: _______________________________

Authorized Signer for Entity:

Name: ___________________________________

Title: ____________________________________

Please provide the following for each individual or entity that is related to the transaction.


Full Name	Home and Business Street Addresses, Phone Numbers, & Email Address	Description of Interest

Exhibit K - Page 4

ATTACHMENT A: MINIMUM SUBMISSION REQUIREMENTS

1. Facilities program summary describing the space requirements for all areas of the project and the project related areas (e.g., public spaces, kitchen, laundry, back office, etc.);

2. A listing of each operating function of the project and the “as designed” areas, and other documents reasonably necessary to represent the size, layout and quality of the project;

3. A colored vicinity/location map indicating vehicular traffic directions, ingress and egress points and major surrounding developments and transportation centers;

4. A site plan showing all site elements;

5. Photographs of the site and surrounding land uses (and if a conversion, photographs of the current asset)

6. A concept package of the proposed project, including floor plans with noted facilities, unit layouts, and, to the extent available, building elevations

7. If a conversion opportunity, narrative of the proposed enhancements to the asset

Exhibit K - Page 5

EXHIBIT L

PURCHASER DISCLOSURE STATEMENT

For Licensed Destination Club Units and Licensed Residential Units:

[Marriott Vacation Club International]1 independently owns and manages the [Marriott Vacation Club]2 program. The programs and products provided under the [Marriott Vacation Club] brand are owned, developed, and sold by [Marriott Vacation Club International], not by Marriott International, Inc. or any of its affiliates. [Marriott Vacation Club International] is an independent entity and is not an affiliate of Marriott International, Inc. [Marriott Vacation Club International] and its affiliates use the Marriott marks under license from Marriott International, Inc. and its affiliate, and the right to use such marks shall cease if such license expires or is revoked or terminated. Marriott International, Inc. and its affiliates make no representations, warranties, or guaranties, express or implied, with respect to the information contained in any offering documents or with respect to the [Marriott Vacation Club] program.

For Licensed Unbranded Destination Club Units:

[List applicable MVW entities] are direct or indirect subsidiaries of Marriott Vacations Worldwide Corporation. (“MVW”). MVW operates under a license from Marriott International, Inc. (“MII”) and MVW and [list applicable MVW entities] are not affiliated with MII.

1 Insert name of appropriate entity to which the disclosure relates.

2 Insert name of appropriate product or program to which the disclosure relates.

Exhibit L - Sole Page

EXHIBIT M

ADDITIONAL LICENSED MARKS


Mark	Exclusive or Non-Exclusive	Duration of Use	Purpose
Sheraton Vacations	Non-Exclusive	From the Effective Date until the date on which this Agreement expires or terminates.	Solely on marketing materials that are used to promote preview stays at “Sheraton”-branded Licensed Destination Club Projects or Licensor Lodging Facilities where no tour or sales presentation is required to be attended in order to receive such promotional stay or related benefits, in conjunction with disclaimers, logo lockups and other disclosure required or permitted, as applicable, by Licensor and its Affiliates
Westin Vacations	Non-Exclusive	From the Effective Date until the date on which this Agreement expires or terminates	Solely on marketing materials that are used to promote preview stays at “Westin”-branded Licensed Destination Club Projects or Licensor Lodging Facilities where no tour or sales presentation is required to be attended in order to receive such promotional stay or related benefits, in conjunction with disclaimers, logo lockups and other disclosure required or permitted, as applicable, by Licensor and its Affiliates
StarOptions	Exclusive	From the Effective Date until the date on which this Agreement expires or terminates	For use as the name of the points in the internal exchange program for Vistana Signature Network

Exhibit M - Page 1