Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. (i) Marriott has all requisite corporate power and authority to enter into this Agreement and, subject to the Marriott Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Marriott and the consummation by Marriott of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Marriott, subject, in the case of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger, to the Marriott Stockholder Approval. This Agreement has been duly executed and delivered by Marriott and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto, constitutes the legal, valid and binding obligation of Marriott, enforceable against Marriott in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and by general principles of equity. (ii) The execution and delivery of this Agreement by each of Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance by each of Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Marriott or any of its subsidiaries, under (A) (x) the Marriott Charter or the Marriott Bylaws or (y) the comparable organizational documents of any of Marriott’s subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) is a party or by which Marriott, any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) or their respective properties or assets are bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) or their respective properties or assets, other than, in the case of clauses (A)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Marriott. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) in connection with the execution and delivery of this Agreement by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub, the consummation by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub of the transactions contemplated hereby or the compliance by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Marriott Stockholders Meeting, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Initial Starwood Articles of Merger, the Starwood Articles of Conversion, the Holdco Articles of Merger with the SDAT and the Final Holdco Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriate, and appropriate documents with the relevant authorities of other states in which Starwood and Marriott or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and such approvals of NASDAQ as may be required to permit the shares of Marriott Common Stock that are to be issued in the Initial Holdco Merger to be listed on NASDAQ; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Marriott.

Corporate Authority; Non-contravention. (i) Marriott Starwood has all requisite corporate power and authority to enter into this Agreement and, subject to the Marriott Starwood Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Marriott Starwood and the consummation by Marriott Starwood of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of MarriottStarwood, subject, in the case of the issuance of shares of Marriott Common Stock in the Initial Holdco Starwood Merger, to the Marriott Starwood Stockholder Approval. This Agreement has been duly executed and delivered by Marriott Starwood and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto, constitutes the legal, valid and binding obligation of MarriottStarwood, enforceable against Marriott Starwood in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and by general principles of equity. (ii) The execution and delivery of this Agreement by each of MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance by each of MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Marriott Starwood or any of its subsidiaries, under (A) (x) the Marriott Starwood Charter or the Marriott Bylaws Starwood By‑laws or (y) the comparable organizational documents of any of MarriottStarwood’s subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Marriott Starwood or any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) is a party or by which MarriottStarwood, any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) or their respective properties or assets are bound, or, with respect to those Venus Documents that shall be entered into at the consummation of the Venus-ILG Transaction, will be bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Marriott Starwood or any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) or their respective properties or assets, other than, in the case of clauses (A)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MarriottStarwood or, after giving effect to the Starwood Merger and the Starwood LLC Conversion, Holdco. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any non-governmental self-regulatory agency, commission or authority or any arbitral body (a “Governmental Entity Entity”) is required by or with respect to Marriott Starwood or any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) in connection with the execution and delivery of this Agreement by MarriottStarwood, Marriott Corporate Merger Sub and Marriott LLC Holdco or Starwood Merger Sub, the consummation by MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub of the transactions contemplated hereby or the compliance by MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Starwood Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Marriott Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by Marriott in connection with the issuance of shares of Marriott Common Stock in the Initial Holdco Merger, of which the Joint Proxy Statement will form a part (the “Form S-4”), and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Initial Starwood Articles of Merger, the Starwood Articles of Conversion, the Holdco Articles of Merger with the SDAT and the Final Holdco Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriate, and appropriate documents with the relevant authorities of other states in which Starwood and Marriott or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and such approvals of NASDAQ as may be required to permit the shares of Marriott Common New York Stock that are to be issued in the Initial Holdco Merger to be listed on NASDAQExchange; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MarriottStarwood or, after giving effect to the Starwood Merger and the Starwood LLC Conversion, Holdco.

Corporate Authority; Non-contravention. (i) Marriott MVW has all requisite corporate power and authority to enter into this Agreement and, subject to the Marriott MVW Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Marriott MVW and the consummation by Marriott MVW of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of MarriottMVW, subject, in the case of the issuance of shares of Marriott MVW Common Stock in the Initial Holdco Merger, to the Marriott MVW Stockholder Approval. This Agreement has been duly executed and delivered by Marriott MVW and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto, constitutes the legal, valid and binding obligation of MarriottMVW, enforceable against Marriott MVW in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and by general principles of equity. (ii) The execution and delivery of this Agreement by each of MarriottMVW, Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance by each of MarriottMVW, Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Marriott MVW or any of its subsidiaries, under (A) (x) the Marriott MVW Charter or the Marriott MVW Bylaws or (y) the comparable organizational documents of any of MarriottMVW’s subsidiaries (including Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Marriott MVW or any of its subsidiaries (including Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub) is a party or by which MarriottMVW, any of its subsidiaries (including Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub) or their respective properties or assets are bound bound, or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Marriott MVW or any of its subsidiaries (including Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub) or their respective properties or assets, other than, in the case of clauses (A)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MarriottMVW. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Marriott MVW or any of its subsidiaries (including Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub) in connection with the execution and delivery of this Agreement by MarriottMVW, Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub, the consummation by MarriottMVW, Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub of the transactions contemplated hereby or the compliance by MarriottMVW, Marriott Volt Corporate Merger Sub and Marriott Volt LLC Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Marriott Stockholders MeetingJoint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Initial Starwood Articles ILG Certificate of Merger, the Starwood Articles ILG Certificate of Conversion, the Holdco Articles Certificate of Merger with the SDAT and the Final Holdco Certificate of Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriateDelaware, and appropriate documents with the relevant authorities of other states in which Starwood ILG and Marriott MVW or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market New York Stock Exchange (“NASDAQNYSE”) and such approvals of NASDAQ NYSE as may be required to permit the shares of Marriott MVW Common Stock that are to be issued in the Initial Holdco Merger to be listed on NASDAQNYSE; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MarriottMVW.

Corporate Authority; Non-contravention. (i) Marriott has Sibelco, Parent, Merger Sub and Merger Sub LLC have all requisite corporate or other applicable power and authority to enter into this Agreement and, subject to the Marriott Stockholder Approval, and to consummate the transactions contemplated herebyTransactions. The execution and delivery of this Agreement by Marriott Sibelco, Parent, Merger Sub and Merger Sub LLC and the consummation by Marriott Sibelco, Parent, Merger Sub and Merger Sub LLC of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the part of MarriottSibelco, subjectParent, Merger Sub and Merger Sub LLC, subject to the filing of the Certificate of Merger and the Second Certificate of Merger (as applicable) with the Secretary of State of the State of Delaware. The Board of Directors of Parent (at a meeting duly called and held) has, by the unanimous vote of all directors of Parent: (a) determined that entering this Agreement and consummating the Transactions, are advisable and fair to, and in the case best interests of, Parent and its shareholders, Merger Sub and Merger Sub LLC; and (b) authorized and approved the execution, delivery and performance of this Agreement and each Ancillary Agreement by Parent and approved the issuance of shares of Marriott Common Stock Transactions, and, such resolutions have not been rescinded, modified or withdrawn in the Initial Holdco Merger, to the Marriott Stockholder Approvalany way. This Agreement and each Ancillary Agreement has been duly executed and delivered by Marriott Sibelco, Parent, Merger Sub and Merger Sub LLC and, assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by each of the Company and any other parties heretoparty thereto, constitutes the legal, valid and binding obligation of MarriottParent, Merger Sub and Merger Sub LLC, enforceable against Marriott Sibelco, Parent, Merger Sub and Merger Sub LLC in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting or relating to for the enforcement of creditors’ rights generally and by general principles of equityEnforceability Exceptions. (ii) The execution and delivery of this Agreement and each Ancillary Agreement by each of MarriottParent, Marriott Corporate Merger Sub and Marriott LLC Merger Sub does LLC do not, and the consummation of the transactions contemplated hereby Transactions and compliance by each of Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this Agreement will shall not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Marriott Parent or any of its subsidiariesSubsidiaries, under (A) (x) the Marriott Charter Parent Certificate of Incorporation or the Marriott Parent Bylaws or (y) the comparable organizational documents of any of Marriott’s subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub)its Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease lease, commitment, contract or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Marriott Parent or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) Subsidiaries is a party or by which MarriottParent, any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) Subsidiaries or their respective properties or assets are may be bound or (C) subject to the governmental filings and other matters referred to in clause (iii) belowSection 4.2(b)(iii), any judgment, order, decree, statute, law, ordinance, rule or regulation Applicable Laws applicable to Marriott Parent or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) Subsidiaries or their respective businesses, properties or assets, other than, in the case of clauses (A)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses losses, restrictions or Liens that, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on MarriottParent or (2) prevent or materially delay the consummation of any of the Transactions. (iii) No consent, approval, order Order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Marriott Parent, Merger Sub, Merger Sub LLC or any other Subsidiaries of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) Parent in connection with the execution and delivery of this Agreement or any Ancillary Agreement by MarriottParent, Marriott Corporate Merger Sub and Marriott or Merger Sub LLC Merger Sub, or the consummation by MarriottParent, Marriott Corporate Merger Sub and Marriott LLC or Merger Sub LLC of the transactions contemplated hereby or the compliance by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this AgreementTransactions, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Marriott Stockholders Meeting, (y) the Registration Statement and related Form S-4 8-A and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated herebyTransactions; (C) the filing of the Initial Starwood Articles of Merger, the Starwood Articles of Conversion, the Holdco Articles Certificate of Merger with the SDAT and the Final Holdco Second Certificate of Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriate, and appropriate documents with the relevant authorities of other states in which Starwood Parent and Marriott the Company or their respective subsidiaries Subsidiaries are qualified to do business; (D) any such filings required under the rules with and regulations approvals of the NASDAQ Global Select Market (“NASDAQ”) and such approvals of NASDAQ as may be required Exchange to permit the shares of Marriott Parent Common Stock Stock, including those that are to be issued in the Initial Holdco Merger Merger, to be listed on NASDAQthe Exchange; and (E) such other consents, approvals, orders Orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to (1) have a Material Adverse Effect on MarriottParent or (2) prevent or materially delay the consummation of any of the Transactions.

Corporate Authority; Non-contravention. (i) Marriott Starwood has all requisite corporate power and authority to enter into this Agreement and, subject to the Marriott Starwood Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Marriott Starwood and the consummation by Marriott Starwood of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of MarriottStarwood, subject, in the case of the issuance of shares of Marriott Common Stock in the Initial Holdco Starwood Merger, to the Marriott Starwood Stockholder Approval. This Agreement has been duly executed and delivered by Marriott Starwood and, assuming the due authorization, execution and delivery of this Agreement by each of the other parties hereto, constitutes the legal, valid and binding obligation of MarriottStarwood, enforceable against Marriott Starwood in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting or relating to the enforcement of creditors’ rights generally and by general principles of equity. (ii) The execution and delivery of this Agreement by each of MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub does not, and the consummation of the transactions contemplated hereby and compliance by each of MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, “Liens”) upon any of the properties or assets of Marriott Starwood or any of its subsidiaries, under (A) (x) the Marriott Starwood Charter or the Marriott Bylaws Starwood By-laws or (y) the comparable organizational documents of any of MarriottStarwood’s subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Marriott Starwood or any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) is a party or by which MarriottStarwood, any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) or their respective properties or assets are bound, or, with respect to those Venus Documents that shall be entered into at the consummation of the Venus-ILG Transaction, will be bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Marriott Starwood or any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) or their respective properties or assets, other than, in the case of clauses (A)(y), (B) and (C), any such conflicts, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MarriottStarwood or, after giving effect to the Starwood Merger and the Starwood LLC Conversion, Holdco. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local, foreign or supranational government, any court, administrative, regulatory or other governmental agency, commission or authority, any non-governmental self-regulatory agency, commission or authority or any arbitral body (a “Governmental Entity Entity”) is required by or with respect to Marriott Starwood or any of its subsidiaries (including Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub, both before and after giving effect to the Starwood Merger and the Starwood LLC Conversion) in connection with the execution and delivery of this Agreement by MarriottStarwood, Marriott Corporate Merger Sub and Marriott LLC Holdco or Starwood Merger Sub, the consummation by MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub of the transactions contemplated hereby or the compliance by MarriottStarwood, Marriott Corporate Merger Sub Holdco and Marriott LLC Starwood Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and with any other applicable federal, state or foreign laws that are designed to govern foreign investment or competition, or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade (together with the HSR Act, the “Antitrust Laws”); (B) the filing with the SEC of (x) a proxy statement relating to the Starwood Stockholders Meeting (such proxy statement, together with the proxy statement relating to the Marriott Stockholders Meeting, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”), (y) the registration statement on Form S-4 to be filed with the SEC by Marriott in connection with the issuance of shares of Marriott Common Stock in the Initial Holdco Merger, of which the Joint Proxy Statement will form a part (the “Form S-4”), and (z) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Initial Starwood Articles of Merger, the Starwood Articles of Conversion, the Holdco Articles of Merger with the SDAT and the Final Holdco Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriate, and appropriate documents with the relevant authorities of other states in which Starwood and Marriott or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and such approvals of NASDAQ as may be required to permit the shares of Marriott Common New York Stock that are to be issued in the Initial Holdco Merger to be listed on NASDAQExchange; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on MarriottStarwood or, after giving effect to the Starwood Merger and the Starwood LLC Conversion, Holdco.

Corporate Authority; Non-contravention. (i) Marriott has APGR and Acquisition Sub have all requisite corporate and other power and authority to enter into this Agreement and, subject to the Marriott Stockholder Approval, and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by Marriott APGR and Acquisition Sub and the consummation by Marriott APGR and Acquisition Sub of the transactions Transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Marriott, subject, in the case of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger, to the Marriott Stockholder ApprovalAPGR and Acquisition Sub. This Agreement has been duly executed and when delivered by Marriott and, assuming the due authorization, execution APGR and delivery of this Agreement by each of the other parties hereto, constitutes the legal, Acquisition Sub shall constitute a valid and binding obligation of MarriottAPGR and Acquisition Sub, enforceable against Marriott APGR and Acquisition Sub in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and insolvency or other similar Applicable Laws laws affecting or relating to the enforcement of creditors’ rights generally and or by general principles of equity. (ii) . The execution and delivery of this Agreement by each of Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub does not, and the consummation of the transactions contemplated hereby by this Agreement and compliance by each of Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this Agreement hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any Lien lien upon any of the properties or assets of Marriott APGR, ESI or any of its subsidiaries, Acquisition Sub under (Ai) its articles of incorporation, bylaws, or other charter documents; (x) the Marriott Charter or the Marriott Bylaws or (y) the comparable organizational documents of any of Marriott’s subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub), (Bii) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchisefranchise or license applicable to APGR, license ESI or similar authorization to which Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Acquisition Sub) is a party or by which Marriott, any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) or their respective properties or assets are bound assets; or (Ciii) subject to the governmental filings and other matters referred to in clause (iii) belowthe following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Marriott APGR, ESI or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Acquisition Sub) or , their respective properties or assets, other than, in the case of clauses (A)(y), (Bii) and (Ciii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, liens that individually or in the aggregate, would aggregate could not reasonably be expected to have a Material Adverse Effect on Marriott. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or material adverse effect with respect to Marriott APGR, ESI or any Acquisition Sub or could not prevent, hinder or materially delay the ability of its subsidiaries (including Marriott Corporate Merger APGR or Acquisition Sub and Marriott LLC Merger Sub) in connection with the execution and delivery of this Agreement by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub, the consummation by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub of to consummate the transactions contemplated hereby or the compliance by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Marriott Stockholders Meeting, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Initial Starwood Articles of Merger, the Starwood Articles of Conversion, the Holdco Articles of Merger with the SDAT and the Final Holdco Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriate, and appropriate documents with the relevant authorities of other states in which Starwood and Marriott or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and such approvals of NASDAQ as may be required to permit the shares of Marriott Common Stock that are to be issued in the Initial Holdco Merger to be listed on NASDAQ; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Marriott.

Corporate Authority; Non-contravention. (ia) Marriott Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into this Agreement and, subject to the Marriott Stockholder Approval, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Marriott and the consummation by Marriott of the transactions contemplated hereby have been duly and validly authorized by all necessary the board of directors of each of Parent and Merger Sub and by Parent, as the sole shareholder of Merger Sub, and except for the filing of the Certificate of Merger with the Michigan LARA, no other corporate action proceedings on the part of Marriott, subject, in Parent or Merger Sub are necessary to authorize the case of the issuance of shares of Marriott Common Stock in the Initial Holdco Merger, to the Marriott Stockholder Approvaltransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Marriott Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by each constitutes the valid and binding agreement of the other parties heretoCompany, constitutes the legal, valid and binding obligation agreement of Marriotteach of Parent and Merger Sub, enforceable against Marriott each of Parent and Merger Sub in accordance with its terms, except as where such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, reorganization, moratorium and or other similar Applicable Laws affecting or relating to or affecting the enforcement rights and remedies of creditors’ rights generally creditors and by general principles of equityequity regardless of whether enforcement is considered in a proceeding in equity or Law. (iib) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement by each of Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub does not, and the consummation of the Merger by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Body other than: (i) the filing of the Certificate of Merger; (ii) compliance with the applicable requirements of the HSR Act and any other antitrust, competition or similar Laws of any foreign jurisdiction; and (iii) the other consents and/or notices set forth on Part 4.2(b) of the Parent Disclosure Schedule (collectively, clauses (i) through (iii), the “Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Assuming compliance with the matters referenced in Section 4.2(b), and receipt of the Parent Approvals, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby do not and compliance by each will not: (i) contravene or conflict with the organizational documents of Marriott, Marriott Corporate Parent or Merger Sub; (ii) contravene or conflict with in any material respect or constitute a violation in any material respect of any provision of any Law binding upon or applicable to Parent or Merger Sub and Marriott LLC Merger Sub with the provisions or any of this Agreement will not, conflict with, their respective properties or assets; or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, under any material contract binding upon Parent or Merger Sub or result in the creation of any Lien Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of Marriott Parent or any of its subsidiaries, under (A) (x) the Marriott Charter or the Marriott Bylaws or (y) the comparable organizational documents of any of Marriott’s subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub), (B) any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other contract, agreement, instrument, permit, concession, franchise, license or similar authorization to which Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) is a party or by which Marriott, any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) or their respective properties or assets are bound or (C) subject to the governmental filings and other matters referred to in clause (iii) below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) or their respective properties or assets, other than, in the case of clauses (A)(y), ii) or (B) and (Ciii), any such conflictsviolation, violationsconflict, defaultsdefault, rightstermination, losses cancellation, acceleration, right, loss or Liens thatEncumbrance that would not, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect on MarriottEffect. (iii) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Marriott or any of its subsidiaries (including Marriott Corporate Merger Sub and Marriott LLC Merger Sub) in connection with the execution and delivery of this Agreement by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub, the consummation by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub of the transactions contemplated hereby or the compliance by Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub with the provisions of this Agreement, except for (A) compliance with any applicable requirements of the Antitrust Laws; (B) the filing with the SEC of (x) a proxy statement relating to the Marriott Stockholders Meeting, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (C) the filing of the Initial Starwood Articles of Merger, the Starwood Articles of Conversion, the Holdco Articles of Merger with the SDAT and the Final Holdco Merger Filing Documents with the Secretary of State of the State of Delaware and the SDAT, as appropriate, and appropriate documents with the relevant authorities of other states in which Starwood and Marriott or their respective subsidiaries are qualified to do business; (D) any filings required under the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”) and such approvals of NASDAQ as may be required to permit the shares of Marriott Common Stock that are to be issued in the Initial Holdco Merger to be listed on NASDAQ; and (E) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Marriott.