Common use of Conversion of Transferred Lodging Properties and Future Conversion Lodging Properties Clause in Contracts

Conversion of Transferred Lodging Properties and Future Conversion Lodging Properties. Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that on and from the Effective Date, each of the Transferred Lodging Properties shall be managed by Starwood or franchised to Vistana (as the case may be) subject to a separate agreement between Starwood and Vistana or their respective Affiliates (each, an “Existing Hotel Management Agreement” and a “Hotel Management Agreement”) and in the event that Vistana in the future acquires any Hotels with the intent of having such Hotels become Starwood Lodging Facilities and for the purpose of converting such Starwood Lodging Facilities to Licensed Vacation Ownership Properties (the “Future Conversion Lodging Properties”), one or more of the Future Conversion Lodging Properties may be managed by Starwood or franchised to Vistana pursuant to a separate agreement between Starwood and Vistana or their respective Affiliates (each, a “Future Hotel Management Agreement” and a “Hotel Management Agreement”). To the extent that any or all of the rooms at a Transferred Lodging Property or a Future Conversion Lodging Property, as applicable, are deemed converted into one or more Licensed Vacation Ownership Units pursuant to and in accordance with the terms of the applicable Hotel Management Agreement, the converted Licensed Vacation Ownership Units shall be treated as part of or deemed to constitute a Licensed Vacation Ownership Property hereunder and subject to the terms and conditions of this Agreement. In addition, upon termination of the applicable Hotel Management Agreement due to conversion of a sufficient number of rooms at the Transferred Lodging Property or Future Conversion Lodging Property, as applicable, such that such Transferred Lodging Property or Future Conversion Lodging Property, as applicable, is treated as converted in its entirety to a Licensed Vacation Ownership Property under the applicable Hotel Management Agreement, such Transferred Lodging Property or such Future Conversion Lodging Property, as the case may be, shall, in its entirety, be deemed to be a Licensed Vacation Ownership Property hereunder and subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, Vistana and its Affiliates shall be required to comply with this Agreement prior to any such conversion to the extent the applicable Hotel Management Agreement requires such compliance prior to conversion.

Conversion of Transferred Lodging Properties and Future Conversion Lodging Properties. A. Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that on and from the Effective Date, each of the Transferred Lodging Properties shall be managed by Starwood or franchised to Vistana (as the case may be) subject to a separate agreement between Starwood and Vistana or their respective Affiliates (each, an “Existing Hotel Management Agreement” and a “Hotel Management Agreement”) and in the event that Vistana in the future acquires any Hotels with the intent of having such Hotels become Starwood Lodging Facilities and for the purpose of converting such Starwood Lodging Facilities to Licensed Vacation Ownership Properties (the “Future Conversion Lodging Properties”), one or more of the Future Conversion Lodging Properties may be managed by Starwood or franchised to Vistana pursuant to a separate agreement between Starwood and Vistana or their respective Affiliates (each, a “Future Hotel Management Agreement” and a “Hotel Management Agreement”). To the extent that any or all of the rooms at a Transferred Lodging Property or a Future Conversion Lodging Property, as applicable, are deemed converted into one or more Licensed Vacation Ownership Units pursuant to and in accordance with the terms of the applicable Hotel Management Agreement, the converted Licensed Vacation Ownership Units shall be treated as part of or deemed to constitute a Licensed Vacation Ownership Property hereunder and subject to the terms and conditions of this Agreement. In addition, upon termination of the applicable Hotel Management Agreement (in whole or in part) due to conversion Completion of a sufficient number Transfer to Master License Agreement or Completion of rooms Transfer to License Agreement (each as defined in the applicable Hotel Management Agreement) (or similar triggering event) at the Transferred Lodging Property or Future Conversion Lodging Property, as applicableapplicable (or a wing thereof), such that such Transferred Lodging Property or Future Conversion Lodging Property, as applicableapplicable (or such wing thereof), is treated as converted in its entirety to a Licensed Vacation Ownership Property under the applicable Hotel Management Agreement, such Transferred Lodging Property or such Future Conversion Lodging Property, as the case may bebe (or such wing thereof), shall, in its entirety, be deemed to be a Licensed Vacation Ownership Property hereunder and subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, Vistana and its Affiliates shall be required to comply with this Agreement prior to any such conversion (or deemed conversion) to the extent the applicable Hotel Management Agreement requires such compliance prior to conversion (or deemed conversion). For the avoidance of doubt, any approvals provided by Starwood or its Affiliates under the applicable Hotel Management Agreement in accordance with this Agreement shall be deemed to be approved under this Agreement.