Common use of Exchange Programs Clause in Contracts

Exchange Programs. A. Vistana shall not create or operate any Exchange Programs (“Vistana Exchange Programs”) or participate in any third party Exchange Programs involving Licensed Vacation Ownership Interests or Licensed Vacation Ownership Properties during the Term (or any Tail Period), or make any other products or services available to Owners in connection with the Licensed Business (other than those products or services expressly permitted pursuant to this Agreement), except in each case with Starwood’s prior written consent. As of the Effective Date, Vistana Signature Network, Vistana Residence Network, Vistana East Vacation Club, Vistana Pacific Club, and Vistana West Vacation Club are the only approved Vistana Exchange Programs, and Interval International Exchange Program is the only other approved Exchange Program. Vistana shall continue to operate each such Vistana Exchange Program and continue to participate in each such Exchange Program in the same manner as the operation thereof and participation therein immediately prior to the Effective Date. Vistana shall obtain Starwood’s written consent prior to modifying any feature of any such Vistana Exchange Program (including the addition or removal of any Vacation Ownership Properties participating therein or any change in the rights or obligations of Owners in connection with any such Vistana Exchange Program). If any feature of an Exchange Program that Vistana participates in as of the Effective Date should change during the Term (or any Tail Period), Vistana shall be required to obtain Starwood’s consent to Vistana’s ongoing participation in such Exchange Program; provided that Starwood’s consent shall not be required for any changes to the Interval International Exchange Program, so long as (i) the Interval International Exchange Program remains a general Exchange Program in which other Vacation Ownership Business operators participate and such changes are adopted generally across the system; and (ii) such changes would not cause (a) the Interval International Exchange Program to become a Distribution Platform that is competitive with Starwood’s Lodging Business, or (b) Vistana to be in violation of Section 10 of the SPG Affiliation Agreement. For the avoidance of doubt, Starwood does not waive any claims related to misuses of the Licensed Marks in connection with any Exchange Program first arising after the Effective Date. B. With respect to any Vistana Exchange Program proposed after the Effective Date, Vistana shall provide Starwood with reasonably detailed specifications regarding such Vistana Exchange Program (including how such Vistana Exchange Program will be operated, the rights and obligations of Owners in connection with such Vistana Exchange Program, and the specific defined criteria for determining whether a Vacation Ownership Property may be included in such Vistana Exchange Program) (“Exchange Program Specifications”). C. Vistana shall operate each Vistana Exchange Program approved by Starwood in accordance with the applicable Exchange Program Specifications approved by Starwood, and shall obtain Starwood’s written consent prior to modifying any Exchange Program Specifications. Vistana may include any additional Vacation Ownership Property in any Vistana Exchange Program; provided that the inclusion of such Vacation Ownership Property complies with the criteria for the addition of Vacation Ownership Properties in the Vistana Exchange Program set forth in the applicable Exchange Program Specifications. The Vistana Exchange Programs shall not include any properties other than Licensed Vacation Ownership Properties and Licensed Unbranded Properties. D. Vistana shall not facilitate the exchange by Owners of any Licensed Vacation Ownership Interests or Licensed Unbranded Vacation Ownership Interests of their right to use and occupy a Licensed Vacation Ownership Unit or Licensed Unbranded Vacation Ownership Unit for stays (or other benefits) at Hotels other than those operated or franchised by Starwood or its Affiliates, except through Exchange Programs approved by Starwood pursuant to this Section 8.4.

Exchange Programs. A. Vistana shall not create or operate any Exchange Programs (“Vistana Exchange Programs”) or participate in any third party Exchange Programs involving Licensed Vacation Ownership Interests or Licensed Vacation Ownership Properties during the Term (or any Tail Period), or make any other products or services available to Owners in connection with the Licensed Business (other than those products or services expressly permitted pursuant to this Agreement), except in each case with Starwood’s prior written consent. As of the Effective Date, Vistana Signature [Starwood]1 Vacation Network, Vistana [Starwood]2 Residence Network, Vistana East Vacation Club, Vistana 1 NTD: To be renamed prior to closing to remove the name Starwood. 2 NTD: To be renamed prior to closing to remove the name Starwood [Starwood]3 Pacific Vacation Club, and Vistana [Starwood]4 West Vacation Club are the only approved Vistana Exchange Programs, and Interval International Exchange Program is the only other approved Exchange Program. Vistana shall continue to operate each such Vistana Exchange Program and continue to participate in each such Exchange Program in the same manner as the operation thereof and participation therein immediately prior to the Effective Date. Vistana shall obtain Starwood’s written consent prior to modifying any feature of any such Vistana Exchange Program (including the addition or removal of any Vacation Ownership Properties participating therein or any change in the rights or obligations of Owners in connection with any such Vistana Exchange Program). If any feature of an Exchange Program that Vistana participates in as of the Effective Date should change during the Term (or any Tail Period), Vistana shall be required to obtain Starwood’s consent to Vistana’s ongoing participation in such Exchange Program; provided that Starwood’s consent shall not be required for any changes to the Interval International Exchange Program, so long as (i) the Interval International Exchange Program remains a general Exchange Program in which other Vacation Ownership Business operators participate and such changes are adopted generally across the system; and (ii) such changes would not cause (a) the Interval International Exchange Program to become a Distribution Platform that is competitive with Starwood’s Lodging Business, or (b) Vistana to be in violation of Section 10 of the SPG Affiliation Agreement. For the avoidance of doubt, Starwood does not waive any claims related to misuses of the Licensed Marks in connection with any Exchange Program first arising after the Effective Date. B. With respect to any Vistana Exchange Program proposed after the Effective Date, Vistana shall provide Starwood with reasonably detailed specifications regarding such Vistana Exchange Program (including how such Vistana Exchange Program will be operated, the rights and obligations of Owners in connection with such Vistana Exchange Program, and the specific defined criteria for determining whether a Vacation Ownership Property may be included in such Vistana Exchange Program) (“Exchange Program Specifications”). C. Vistana shall operate each Vistana Exchange Program approved by Starwood in accordance with the applicable Exchange Program Specifications approved by Starwood, and shall obtain Starwood’s written consent prior to modifying any Exchange Program Specifications. Vistana may include any additional Vacation Ownership Property in any Vistana Exchange Program; provided that the inclusion of such Vacation Ownership Property complies with the criteria for the addition of Vacation Ownership Properties in the Vistana Exchange Program set forth in the applicable Exchange Program Specifications. The Vistana Exchange Programs shall not include any properties other than Licensed Vacation Ownership Properties and Licensed Unbranded Properties. D. Vistana shall not facilitate the exchange by Owners of any Licensed Vacation Ownership Interests or Licensed Unbranded Vacation Ownership Interests of their right to use and occupy a Licensed Vacation Ownership Unit or Licensed Unbranded Vacation 3 NTD: To be renamed prior to closing to remove the name Starwood 4 NTD: To be renamed prior to closing to remove the name Starwood Ownership Unit for stays (or other benefits) at Hotels other than those operated or franchised by Starwood or its Affiliates, except through Exchange Programs approved by Starwood pursuant to this Section 8.4.

Exchange Programs. A. Vistana shall not create or operate any Exchange Programs (“Vistana Exchange Programs”) or participate in any third party Exchange Programs involving Licensed Vacation Ownership Interests or Licensed Vacation Ownership Properties during the Term (or any Tail Period), or make any other products or services available to Owners in connection with the Licensed Business (other than those products or services expressly permitted pursuant to this Agreement), except in each case with Starwood’s prior written consent. As of the Effective Date, Vistana Signature [Starwood](1) Vacation Network, Vistana [Starwood](2) Residence Network, Vistana East Vacation Club, (1) NTD: To be renamed prior to closing to remove the name Starwood. [Starwood](3) Pacific Vacation Club, Vistana Pacific Club, and Vistana [Starwood](4) West Vacation Club are the only approved Vistana Exchange Programs, and Interval International Exchange Program is the only other approved Exchange Program. Vistana shall continue to operate each such Vistana Exchange Program and continue to participate in each such Exchange Program in the same manner as the operation thereof and participation therein immediately prior to the Effective Date. Vistana shall obtain Starwood’s written consent prior to modifying any feature of any such Vistana Exchange Program (including the addition or removal of any Vacation Ownership Properties participating therein or any change in the rights or obligations of Owners in connection with any such Vistana Exchange Program). If any feature of an Exchange Program that Vistana participates in as of the Effective Date should change during the Term (or any Tail Period), Vistana shall be required to obtain Starwood’s consent to Vistana’s ongoing participation in such Exchange Program; provided that Starwood’s consent shall not be required for any changes to the Interval International Exchange Program, so long as (i) the Interval International Exchange Program remains a general Exchange Program in which other Vacation Ownership Business operators participate and such changes are adopted generally across the system; and (ii) such changes would not cause (a) the Interval International Exchange Program to become a Distribution Platform that is competitive with Starwood’s Lodging Business, or (b) Vistana to be in violation of Section 10 of the SPG Affiliation Agreement. For the avoidance of doubt, Starwood does not waive any claims related to misuses of the Licensed Marks in connection with any Exchange Program first arising after the Effective Date. B. With respect to any Vistana Exchange Program proposed after the Effective Date, Vistana shall provide Starwood with reasonably detailed specifications regarding such Vistana Exchange Program (including how such Vistana Exchange Program will be operated, the rights and obligations of Owners in connection with such Vistana Exchange Program, and the specific defined criteria for determining whether a Vacation Ownership Property may be included in such Vistana Exchange Program) (“Exchange Program Specifications”). C. Vistana shall operate each Vistana Exchange Program approved by Starwood in accordance with the applicable Exchange Program Specifications approved by Starwood, and shall obtain Starwood’s written consent prior to modifying any Exchange Program Specifications. Vistana may include any additional Vacation Ownership Property in any Vistana Exchange Program; provided that the inclusion of such Vacation Ownership Property complies with the criteria for the addition of Vacation Ownership Properties in the Vistana Exchange Program set forth in the applicable Exchange Program Specifications. The Vistana Exchange Programs shall not include any properties other than Licensed Vacation Ownership Properties and Licensed Unbranded Properties. D. Vistana shall not facilitate the exchange by Owners of any Licensed Vacation Ownership Interests or Licensed Unbranded Vacation Ownership Interests of their right to use and occupy a Licensed Vacation Ownership Unit or Licensed Unbranded Vacation Ownership Unit for stays (or other benefits) at Hotels other than those operated or franchised by Starwood or its Affiliates, except through Exchange Programs approved by Starwood pursuant to this Section 8.4.Vacation

Exchange Programs. A. Vistana shall not create or operate any Exchange Programs (“Vistana Exchange Programs”) or participate in any third party Exchange Programs involving Licensed Vacation Ownership Interests or Licensed Vacation Ownership Properties during the Term (or any Tail Period), or make any other products or services available to Owners in connection with the Licensed Business (other than those products or services expressly permitted pursuant to this Agreement), except in each case with Starwood’s prior written consent. As of the Effective Date, Vistana Signature [Starwood](1) Vacation Network, Vistana [Starwood](2) Residence Network, Vistana East Vacation Club, (1) NTD: To be renamed prior to closing to remove the name Starwood. (2) NTD: To be renamed prior to closing to remove the name Starwood [Starwood](3) Pacific Vacation Club, Vistana Pacific Club, and Vistana [Starwood](4) West Vacation Club are the only approved Vistana Exchange Programs, and Interval International Exchange Program is the only other approved Exchange Program. Vistana shall continue to operate each such Vistana Exchange Program and continue to participate in each such Exchange Program in the same manner as the operation thereof and participation therein immediately prior to the Effective Date. Vistana shall obtain Starwood’s written consent prior to modifying any feature of any such Vistana Exchange Program (including the addition or removal of any Vacation Ownership Properties participating therein or any change in the rights or obligations of Owners in connection with any such Vistana Exchange Program). If any feature of an Exchange Program that Vistana participates in as of the Effective Date should change during the Term (or any Tail Period), Vistana shall be required to obtain Starwood’s consent to Vistana’s ongoing participation in such Exchange Program; provided that Starwood’s consent shall not be required for any changes to the Interval International Exchange Program, so long as (i) the Interval International Exchange Program remains a general Exchange Program in which other Vacation Ownership Business operators participate and such changes are adopted generally across the system; and (ii) such changes would not cause (a) the Interval International Exchange Program to become a Distribution Platform that is competitive with Starwood’s Lodging Business, or (b) Vistana to be in violation of Section 10 of the SPG Affiliation Agreement. For the avoidance of doubt, Starwood does not waive any claims related to misuses of the Licensed Marks in connection with any Exchange Program first arising after the Effective Date. B. With respect to any Vistana Exchange Program proposed after the Effective Date, Vistana shall provide Starwood with reasonably detailed specifications regarding such Vistana Exchange Program (including how such Vistana Exchange Program will be operated, the rights and obligations of Owners in connection with such Vistana Exchange Program, and the specific defined criteria for determining whether a Vacation Ownership Property may be included in such Vistana Exchange Program) (“Exchange Program Specifications”). C. Vistana shall operate each Vistana Exchange Program approved by Starwood in accordance with the applicable Exchange Program Specifications approved by Starwood, and shall obtain Starwood’s written consent prior to modifying any Exchange Program Specifications. Vistana may include any additional Vacation Ownership Property in any Vistana Exchange Program; provided that the inclusion of such Vacation Ownership Property complies with the criteria for the addition of Vacation Ownership Properties in the Vistana Exchange Program set forth in the applicable Exchange Program Specifications. The Vistana Exchange Programs shall not include any properties other than Licensed Vacation Ownership Properties and Licensed Unbranded Properties. D. Vistana shall not facilitate the exchange by Owners of any Licensed Vacation Ownership Interests or Licensed Unbranded Vacation Ownership Interests of their right to use and occupy a Licensed Vacation Ownership Unit or Licensed Unbranded Vacation Ownership Unit for stays (or other benefits) at Hotels other than those operated or franchised by Starwood or its Affiliates, except through Exchange Programs approved by Starwood pursuant to this Section 8.4.Vacation