Common use of Maintenance and Repairs by Property Owners’ Associations Clause in Contracts

Maintenance and Repairs by Property Owners’ Associations. A. For the purposes of the foregoing provisions of this Section 12, where Vistana has an obligation to take any action relating to a Licensed Vacation Ownership Property that is controlled by a Non-Controlled Property Owners’ Association, such obligation shall be limited to Vistana taking commercially reasonable efforts to cause such Non-Controlled Property Owners’ Association to take the relevant action, (where “commercially reasonable efforts” includes Vistana, its Affiliate or permitted sublicensee, in its role as manager, within a reasonable period of time and/or in reasonable phases: (i) using reasonable efforts to propose annual budgets and/or other motions to the applicable Non-Controlled Property Owners’ Association that are adequate to permit such Non-Controlled Property Owners’ Association to comply with the Standards and Policies and the requirements of this Section 12; (ii) using reasonable efforts to seek an Owner vote of the applicable Non-Controlled Property Owners’ Association (when Applicable Law or such Non-Controlled Property Owners’ Association governing documents require an Owner vote) to approve, as applicable, an increase in maintenance fees and/or special assessments or other motions that are adequate to permit such Non-Controlled Property Owners’ Association to comply with the Standards and Policies and the requirements of this Section 12, and then voting its voting interests, if any, in favor of such matters presented for an Owner vote; (iii) using reasonable efforts to cause an Owner vote of the applicable Non-Controlled Property Owners’ Association to approve, as applicable, the increase in maintenance fees and/or special assessments or other motions (in accordance with Applicable Law and such Non-Controlled Property Owners’ Association governing documents) that are adequate to permit such Non-Controlled Property Owners’ Association to comply with the Standards and Policies and the requirements of this Section 12, and then voting its voting interests, if any, in favor of such matters presented for an Owner vote; and (iv) upon Starwood’s request, providing Starwood with written evidence of the steps taken by Vistana to comply with its obligations under this Section 12, (including clauses (i) through (iii) above).) B. With respect to any Licensed Vacation Ownership Property under the control of a Non-Controlled Property Owners’ Association, if the Non-Controlled Property Owners’ Association fails to comply with the Standards and Policies and the requirements of this Section 12 or Applicable Law, Vistana shall promptly seek to rectify such failure in accordance with Section 7.9, and shall have the rights and remedies set forth in Section 7.9. For the avoidance of doubt, any reference in this Section 12.5 to a Non-Controlled Property Owners’ Association’s compliance with the requirements of this Section 12 shall mean such Non-Controlled Property Owners’ Association’s compliance with Vistana’s obligations to take any action under Sections 12.1 through 12.4 above as if such Non-Controlled Property Owners’ Association and not Vistana was required to take such action. C. For the avoidance of doubt, where Vistana has an obligation under this Section 12 to take any action relating to a Licensed Vacation Ownership Property that is controlled by a Controlled Property Owners’ Association, or for which no Property Owners’ Association exists, Vistana’s obligation shall remain absolute, subject to the provisions of the applicable condominium and vacation ownership plan documents (which such documents shall be made available to Starwood upon request); provided, however, that where the relevant actions are restricted by the provisions of such condominium or vacation ownership plan documents, Vistana’s obligations under this Section 12 shall instead be as if the relevant Licensed Vacation Ownership Property was controlled by a Non-Controlled Property Owners’ Association and governed by Section 12.5A and Section 12.5B.