Common use of Extension Term; Tail Period Clause in Contracts

Extension Term; Tail Period. A. Vistana shall have the option to extend this Agreement for up to two (2) additional extension terms of thirty (30) years each (each, an “Extension Term”); provided that Vistana meets the following conditions: (i) Vistana must provide Starwood with notice of its desire to obtain the applicable Extension Term not earlier than December 31, 2080 or later than December 31, 2093 for the first Extension Term and not earlier than December 31, 2110 or later than December 31, 2123 for the second Extension Term; (ii) Vistana is not in Default pursuant to Section 19.2 at the time of its delivery of the extension notice; and (iii) the sale of interests in Licensed Vacation Ownership Units and Licensed Unbranded Vacation Ownership Units must have generated at least three hundred fifty million dollars ($350,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or more in average annual revenues from the Gross Sales Prices during the five (5) year period preceding the date of such notice. For each Extension Term, Starwood shall provide Vistana with written confirmation of Starwood’s acceptance (or if applicable, rejection, and the grounds for such rejection pursuant to the terms hereof) within six (6) months of Vistana’s submission of its notice of extension to Starwood pursuant to this Section 4.2A. For the avoidance of doubt, any termination of this Agreement shall also result in the termination of any Extension Term. B. For a tail period of thirty (30) years following the expiration of the Term (which, for the avoidance of doubt, shall not include the early termination of this Agreement in whole for any reason, the “Tail Period”), Vistana shall be entitled (but not required) to continue to operate the then-existing Licensed Vacation Ownership Properties (including any New Properties under development as contemplated in clause (ii) below) in the Territory; provided that such operation is in compliance with the terms and conditions of this Agreement. The parties agree that (i) the exclusivity granted in Section 1 and the restrictions and limitations on Starwood and its Affiliates in Section 2.2 shall immediately cease and be of no further force or effect as of the first day of the Tail Period; (ii) Vistana shall have no right to propose New Properties or Material Changes or Expansions during the Tail Period (but will have the right to continue and complete the development of any New Properties or any Material Changes or Expansions that have been approved by Starwood pursuant to this Agreement prior to the commencement of the Tail Period), and (iii) Vistana shall not be required to pay any Base Royalty during the Tail Period. All other applicable terms and conditions of this Agreement, including, without limitation, the requirement to pay all fees (other than the Base Royalty) shall remain in place and be applicable during the Tail Period.

Extension Term; Tail Period. A. Vistana Licensee shall have the option right to extend this Agreement for up to obtain two (2) additional extension terms of thirty (30) years each (each, an “Extension Term”); provided that Vistana meets . Licensee must meet the following conditionsconditions in order to obtain each Extension Term: (i) Vistana Licensee must provide Starwood Licensor with notice of its desire to obtain the applicable Extension Term not earlier than December 31January 1, 2080 2050 or later than December 31, 2093 2080 for the first Extension Term and not earlier than December 31January 1, 2110 2080 or later than December 31, 2123 2110 for the second Extension Term; and (ii) Vistana is not in Default pursuant to Section 19.2 at the time of its delivery of the extension notice; and (iii) the sale of interests in Licensed Vacation Ownership Destination Club Units and Licensed Unbranded Vacation Ownership Residential Units during the twelve (12) months immediately preceding the date of such notice must have generated at least three six hundred fifty million dollars ($350,000,000) (as adjusted annually after the Effective Date by the GDP Deflator650,000,000) or more in average annual revenues from the Gross Sales Prices during the five (5) year period preceding the date of such notice. For each Extension Term, Starwood shall provide Vistana with written confirmation of Starwood’s acceptance (or if applicable, rejection, and the grounds for such rejection pursuant to the terms hereof) within six (6) months of Vistana’s submission of its notice of extension to Starwood pursuant to this Section 4.2A. For the avoidance of doubt, any termination of this Agreement shall also result in the termination of any Extension TermPrices. B. For a “tail period period” of thirty (30) years following the expiration end of the Initial Term (whichif Licensee does not exercise its right to obtain an Extension Term), for the avoidance of doubtfirst Extension Term (if Licensee does not exercise its right to obtain a second Extension Term), shall or the second Extension Term, as applicable (but not include the early following any termination of this Agreement in whole for any reason, the “Tail Period”under Section 18), Vistana Licensee shall be entitled (but not required) to continue to operate the then-existing Licensed Vacation Ownership Properties Destination Club Projects and Licensed Residential Projects (including any New Properties Projects under development as contemplated in clause (ii) below) in the Territory; Territory (provided, however, Licensee shall have no right (subject to Section 13.1.E.) to use the Licensed Marks or the System in the Excluded Area and shall not have the right to any indemnity under Section 16.1.B. with respect to third-party claims resulting from Licensee’s or its Affiliates’ use of the Licensed Marks or the System in the Excluded Area, and any third-party claim related to the use of the Licensed Marks or the System in the Excluded Area shall be subject to indemnification by Licensee pursuant to Section 16.1.A.), provided that such operation is in compliance with the terms and conditions of this Agreement. The parties agree that (i) the exclusivity granted in Section 1 1.A. and the restrictions and limitations on Starwood Licensor and its Affiliates in Section 2.2 shall immediately cease and be of no further force or effect as of the first day of the Tail Periodtail period; (ii) Vistana Licensee shall have no right to propose New Properties or Material Changes or Expansions Projects during the Tail Period tail period (but will have the right to continue and complete the development of any New Properties or any Material Changes or Expansions Projects that have been approved by Starwood Licensor pursuant to this Agreement prior to the commencement of the Tail Periodtail period), ; and (iii) Vistana Licensee shall not be required to pay any Base Royalty during the Tail Periodtail period. All other applicable terms and conditions of this Agreement, including, without limitation, the requirement to pay all fees (portions of the Royalty Fees other than the Base Royalty) Royalty and other amounts under Sections 3 and 11, shall remain in place and be applicable during the Tail Periodtail period.

Extension Term; Tail Period. A. Vistana With respect to the Non-RHL Territory, (i) Licensee shall have the option right to extend this Agreement for up to obtain two (2) additional extension terms of thirty (30) years each (each, an “Extension Term”); provided that Vistana meets . Licensee must meet the following conditionsconditions in order to obtain each Extension Term: (ia) Vistana Licensee must provide Starwood Licensor with notice of its desire to obtain the applicable Extension Term not earlier than December 31January 1, 2080 2050 or later than December 31, 2093 2080 for the first Extension Term and not earlier than December 31January 1, 2110 2080 or later than December 31, 2123 2110 for the second Extension Term; (iib) Vistana is not in Default Licensee must obtain an extension term with respect to the Marriott License Agreement pursuant to Section 19.2 at the time of its delivery of terms and conditions thereof corresponding to the extension noticeExtension Term obtained under this Agreement; and (iiic) the sale of interests in Licensed Vacation Ownership Xxxx-Xxxxxxx Destination Club Units and Licensed Unbranded Vacation Ownership Xxxx-Xxxxxxx Residential Units during the twelve (12) months immediately preceding the date of such notice must have generated at least three hundred fifty twenty-five million dollars ($350,000,000) (as adjusted annually after the Effective Date by the GDP Deflator25,000,000) or more in average annual revenues from the Gross Sales Prices during the five (5) year period preceding the date of such notice. For each Extension Term, Starwood shall provide Vistana with written confirmation of Starwood’s acceptance (or if applicable, rejection, and the grounds for such rejection pursuant to the terms hereof) within six (6) months of Vistana’s submission of its notice of extension to Starwood pursuant to this Section 4.2A. For the avoidance of doubt, any termination of this Agreement shall also result in the termination of any Extension TermPrices. B. (ii) For a “tail period period” of thirty (30) years following the expiration end of the Initial Term (whichif Licensee does not exercise its right to obtain an Extension Term), for the avoidance of doubtfirst Extension Term (if Licensee does not exercise its right to obtain a second Extension Term), shall or the second Extension Term, as applicable (but not include the early following any termination of this Agreement in whole for any reason, the “Tail Period”under Section 18), Vistana Licensee shall be entitled (but not required) to continue to operate the then-existing Licensed Vacation Ownership Properties Xxxx-Xxxxxxx Destination Club Projects and Xxxx-Xxxxxxx Residential Projects (including any New Properties Projects under development as contemplated in clause (iiy) below) in the Territory; Territory (provided, however, Licensee shall have no right (subject to Section 13.1.E.) to use the Licensed Marks or the System in the Excluded Area and shall not have the right to any indemnity under Section 16.1.B. with respect to third-party claims resulting from Licensee’s or its Affiliates’ use of the Licensed Marks or the System in the Excluded Area, and any third-party claim related to the use of the Licensed Marks or the System in the Excluded Area shall be subject to indemnification by Licensee pursuant to Section 16.1.A.), provided that such operation is in compliance with the terms and conditions of this Agreement. The parties agree that (ix) the exclusivity granted in Section 1 1.A. and the restrictions and limitations on Starwood Licensor and its Affiliates in Section 2.2 shall immediately cease and be of no further force or effect as of the first day of the Tail Period; tail period and (iiy) Vistana Licensee shall have no right to propose New Properties or Material Changes or Expansions Projects during the Tail Period tail period (but will have the right to continue and complete the development of any New Properties or any Material Changes or Expansions Projects that have been approved by Starwood Licensor pursuant to this Agreement prior to the commencement of the Tail Periodtail period), and (iii) Vistana shall not be required to pay any Base Royalty during the Tail Period. All other applicable terms and conditions of this Agreement, including, without limitation, the requirement to pay all fees (the Royalty Fees and other than the Base Royalty) amounts under Sections 3 and 11, shall remain in place and be applicable during the Tail Periodtail period. B. With respect to the RHL Territory, Licensee shall have the same extension rights provided for in Section 4.2.A., but only to the extent that the term of the RHL Agreement is so extended. If such RHL Agreement term extension is obtained after January 1, 2078, Licensee shall have five (5) years after Licensee receives notice of such extension in order to provide notice to Licensor of its election to obtain the first Extension Term. If the RHL Agreement expires or is terminated for any reason prior to expiration or termination of this Agreement and if such expiration or termination of the RHL Agreement results in Licensor losing the ability to license the Licensed Marks to Licensee in the RHL Territory, then the license of the Licensed Marks and the System with respect to the RHL Territory shall expire on the date on which the RHL Agreement expires or is terminated, Licensee shall have no right to operate under the Licensed Marks or the System within the RHL Territory during any “tail period” following such expiration or termination, and Licensee shall also have the right to terminate this Agreement with respect to the Non-RHL Territory in connection with the expiration or termination of the RHL Agreement upon notice to Licensor, which Licensee must provide to Licensor within one hundred eighty (180) days following the date on which the license of the Licensed Marks and the System with respect to the RHL Territory expires pursuant to this sentence.