Form of MARRIOTT REWARDS AFFILIATION AGREEMENT by and among MARRIOTT INTERNATIONAL, INC., MARRIOTT REWARDS, LLC, MARRIOTT VACATIONS WORLDWIDE CORPORATION and MARRIOTT OWNERSHIP RESORTS, INC. Dated as of [ ], 2011

Exhibit 10.5

Form of

MARRIOTT REWARDS AFFILIATION AGREEMENT

by and among

MARRIOTT INTERNATIONAL, INC.,

MARRIOTT REWARDS, LLC,

MARRIOTT VACATIONS WORLDWIDE CORPORATION

and

MARRIOTT OWNERSHIP RESORTS, INC.

Dated as of [ ], 2011

TABLE OF CONTENTS


		Page

Section 1.	Rewards Points Offered by MVW in the Licensed Destination Club Business		2
Section 2.	Payment for Rewards Points Issued on or After the Commencement Date		3
Section 3.	Payment for Rewards Points Redeemed Prior to the Commencement Date or Outstanding as of the Commencement Date		5
Section 4.	Restrictions		6
Section 5.	MVW Inventory Use		7
Section 6.	Deemed Order of Usage of Rewards Points		7
Section 7.	Redemption of Rewards Points by Rewards Members		8
Section 8.	Elite Status Program		8
Section 9.	Marketing		9
Section 10.	Joint & Several Liability		11
Section 11.	Default & Term		11
Section 12.	Effect of Termination		18
Section 13.	Changes to the Rewards Program		18
Section 14.	Cooperation		20
Section 15.	Reporting		21
Section 16.	Third Party Consents		22
Section 17.	Assignment		22
Section 18.	MVW Associates		23
Section 19.	Notices		24
Section 20.	Governing Law; Jurisdiction		25
Section 21.	WAIVER OF JURY TRIAL AND PUNITIVE AND EXEMPLARY DAMAGES		26
Section 22.	Third Party Rights		26
Section 23.	Amendment		26
Section 24.	Approvals, Consents and Waivers		26
Section 25.	Construction and Severability		27
Section 26.	Independent Contractor		28
Section 27.	Arbitration		28
Section 28.	Expert Resolution		29
Section 29.	Injunctive Relief		30
Section 30.	Costs of Enforcement		30
Section 31.	Indemnification		30
Section 32.	Reasonable Business Judgment		31
Section 33.	Counterparts; Authorization of Authority		31
Section 34.	Guaranty		32
Section 35.	Currency; Place of Payment		34

Exhibit A – Rewards Points Rates

Schedule 1(e) – Exempted MVW Properties

Schedule 3(b) – Cost of Outstanding Certificates

INDEX OF DEFINED TERMS


Defined Term		Location

AAA Rules		Section 27
Adjusted MHR Funding Rate		Exhibit A
Affiliates		License Agreement
Agreement		Preamble
Airline Miles		Recitals
Applicable Law		Section 25
Award		Section 3(a)
Bankruptcy Code		License Agreement
Blocked Person		License Agreement
Bonus Point Funding Rate		Exhibit A
Bonus Points		Exhibit A
Brand Standards		License Agreement
Branded Elements		License Agreement
Certificate		Section 3(a)
Change in Control		License Agreement
Combo Award		Section 14(a)
Commencement Date		Section 2(d)
Commencement Date Points		Section 3(a)
Communication Standards		Section 9(d)
Controlling Interest		License Agreement
Determination Date		Section 3(b)
Dispute		Section 27
Distribution		Recitals
Distribution Agreement		Recitals
Effective Date		Section 11(a)
Elite Referral Program		Section 8(b)
Elite Status		Section 8(a)
Exchange Ratio Rules		Section 4(a)
Exchange Ratios		Section 4(a)
Exchange/Sales Uses		Section 1(b)
Exchanges		Section 1(b)
Expert		License Agreement
Explorer Program		Section 4(b)
Extraordinary Events		License Agreement
GDP Deflator		License Agreement
Guarantor		Preamble
Guarantor Obligations		Section 34(c)
Guaranty		Section 34(a)
IMS		Section 2(a)
Incentives		Section 1(b)
Indemnified Party		Section 31(a)
Indemnifying Party		Section 31(a)
Licensed Business		Recitals
Licensed Destination Club Business		Recitals
Licensed Destination Club Products		License Agreement
Licensed Destination Club Units		License Agreement


Licensed Projects		License Agreement
Licensor Lodging Facilities		License Agreement
Lodging Competitor		License Agreement
Marriott		Preamble
Marriott Confidential Information		License Agreement
Marriott Guest Services		License Agreement
Marriott License Agreement		Recitals
Marriott Rewards Members		Recitals
Marriott Rewards Points		Recitals
Marriott Rewards Program		Recitals
Material Program Changes		Section 13(a)
Maximum Available Net Assets		License Agreement
Measuring Period		Exhibit A
MHR Funding Points		Exhibit A
MHR Funding Rate		Exhibit A
MHR Hotels		License Agreement
MII		Preamble
MORI		Preamble
MVW		Preamble
MVW Associate Rewards Members		Section 18(a)
MVW Associates		Section 18 (a)
MVW Base Funding Rate		Exhibit A
MVW Breakage Rate		Exhibit A
MVW Confidential Information		License Agreement
MVW Redemption Premium		Exhibit A
MVW Redemption Rates		Section 5(b)
MVWC		Preamble
Obligations		Section 34(a)
Offering Documents		License Agreement
Owner Assurance		Section 1(b)
Participating Properties		Recitals
Permitted Uses		Section 1(b)
Program Rules		Section 1(a)
Qualifying Stays		Section 1(a)
Recognition Benefits		Section 1(b)
Referrals		Section 1(b)
Remediation Arrangement		License Agreement
Rewards		Preamble
Rewards Members		Recitals
Rewards Points		Recitals
Rewards Program		Recitals
Xxxx-Xxxxxxx		Recitals
Xxxx-Xxxxxxx License Agreement		Recitals
Xxxx-Xxxxxxx Rewards Members		Recitals
Xxxx-Xxxxxxx Rewards Points		Recitals
Sales Incentives		Section 1(b)
Specially Designated National		License Agreement
Standard Points		Exhibit A

iii


System		License Agreement
Tail Period		Section 11(a)
Tax		License Agreement
The Xxxx-Xxxxxxx Rewards Program		Recitals
Total Available Net Assets		Section 34(c)
Transaction Agreements		License Agreement
URR		Exhibit A
Usage Rights		Section 4(a)

MARRIOTT REWARDS AFFILIATION AGREEMENT

This Marriott Rewards Affiliation Agreement (this “Agreement”), dated as of [ ], 2011 and effective as of the Effective Date (as defined in Section 11(a)), is by and among MARRIOTT INTERNATIONAL, INC. (“MII”), a Delaware corporation, MARRIOTT REWARDS, LLC (“Rewards”, and together with MII, “Marriott”), an Arizona limited liability company, MARRIOTT VACATIONS WORLDWIDE CORPORATION (“MVWC”), a Delaware corporation, and MARRIOTT OWNERSHIP RESORTS, INC. (“MORI”, and together with MVWC, “MVW”), a Delaware corporation. As used in this Agreement, the terms “Rewards”, “MII”, “Marriott”, “MORI”, “MVWC”, and “MVW” shall mean Rewards, MII, Marriott, MORI, MVWC, and MVW, as the case may be, and their respective subsidiaries.

Recitals

A. Pursuant to the Separation and Distribution Agreement (the “Distribution Agreement”) dated as of [ ], 2011, MII has agreed to distribute to its stockholders all of MVWC’s issued and outstanding capital stock (the “Distribution”) if the conditions set forth in the Distribution Agreement are satisfied, including, among others, that the parties hereto have entered into this Agreement.

B. Marriott has developed a sales promotional program known as Marriott Rewards (the “Marriott Rewards Program”), under which participants (“Marriott Rewards Members”) are awarded “Marriott Rewards Points” based on (i) their stays and spending at participating hotels, resorts and vacation ownership resorts affiliated with Marriott, including The Xxxx-Xxxxxxx Hotel Company, L.L.C. (“Xxxx-Xxxxxxx”), a Delaware limited liability company (such participating hotels, resorts and vacation ownership resorts, the “Participating Properties”) or (ii) the purchase of Licensed Destination Club Products and exchange of Usage Rights in respect thereof. In addition, Marriott has developed “The Xxxx-Xxxxxxx Rewards Program” (“The Xxxx-Xxxxxxx Rewards Program”, and together with the Marriott Rewards Program, the “Rewards Program”), under which participants (“Xxxx-Xxxxxxx Rewards Members”, and together with Marriott Rewards Members, “Rewards Members”) are awarded “Xxxx-Xxxxxxx Rewards Points” based on their stays and spending at Participating Properties. MVW customers may elect to participate in either the Marriott Rewards Program or The Xxxx-Xxxxxxx Rewards Program and receive Marriott Rewards Points or Xxxx-Xxxxxxx Rewards Points, respectively (any or all of such points, “Rewards Points”). Rewards Points may be redeemed for free stays at Participating Properties; car rentals; airline miles; or other rewards. In connection with the Distribution, MVW will enter into a License, Services and Development Agreement with MII (the “Marriott License Agreement”) and a License, Services and Development Agreement with Xxxx-Xxxxxxx (the “Xxxx-Xxxxxxx License Agreement”) pursuant to which, among other things, Marriott and Xxxx-Xxxxxxx will grant certain licenses to MVW to use the “Marriott Vacation Club”, “Grand Residence by Marriott”, “The Xxxx-Xxxxxxx Destination Club” and “Xxxx-Xxxxxxx Residences” brands and certain intellectual property after the Distribution.

C. Following the Distribution, MVW will own and conduct the Licensed Destination Club Business (as defined below). For purposes of this Agreement, the terms “Licensed Destination Club Business” and “Licensed Business” shall have the meanings assigned to each term in the Marriott License Agreement, provided, however, that for the avoidance of doubt, the

terms “Licensed Destination Club Business” and “Licensed Business” as used in this Agreement shall not include Xxxx-Xxxxxxx Destination Club properties, provided, further, however, that any Destination Club Units or Residential Units in Existing Projects (as defined in the Xxxx-Xxxxxxx License Agreement) that are included as part of Licensed Destination Club Products under the Marriott License Agreement will be deemed to be Licensed Destination Club Units for purposes of this Agreement.

D. Rewards purchases miles from airlines to award to Rewards Members who elect to receive miles in lieu of Rewards Points in connection with qualified stays at Participating Properties (“Airline Miles”).

E. In connection with the transactions contemplated by the Distribution Agreement, the parties have agreed that MVW will retain the ability to participate in the Rewards Program after the Distribution on the terms and conditions set forth herein, including the ability to offer Rewards Points to MVW customers in connection with the Licensed Destination Club Business.

F. As an inducement to enter this Agreement, Marriott Resorts Hospitality Corporation, a South Carolina corporation, MVCI Asia Pacific Pte. Ltd., a Singapore private limited company, and MVCO Series LLC, a Delaware limited liability company, (each of Marriott Resorts Hospitality Corporation, MVCI Asia Pacific Pte. Ltd. and MVCO Series LLC, a “Guarantor”) agree to guarantee the performance by MVW of its obligations under this Agreement.

G. Capitalized terms used herein that are not otherwise defined shall have the respective meanings set forth in the Marriott License Agreement.

Agreement

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

Section 1. Rewards Points Offered by MVW in the Licensed Destination Club Business.

(a) MVW will offer, in accordance with all Rewards Program rules, policies and terms & conditions, except as otherwise provided in this Agreement or the Services Manual, as such may be modified by Marriott from time to time (subject to Section 13(c)) (“Program Rules”), Rewards Members the opportunity to earn Rewards Points or Airline Miles for eligible cash rentals of units and related eligible spending during such rental stays for products and services offered by the Licensed Destination Club Business at Licensed Destination Club Projects or Licensed Destination Club Units eligible for earning Rewards Points under the Rewards Program (“Qualifying Stays”).

(b) Subject to Section 1(c), MVW may offer Rewards Points to Rewards Members in connection with the Licensed Destination Club Business: (i) as an incentive to customers to close on a purchase of Licensed Destination Club Products, including first day benefits, as set forth in the Services Manual (“Sales Incentives”); (ii) in exchange for Usage Rights (as defined in Section 4(a)) (“Exchanges”); (iii) for referrals of potential purchasers of

Licensed Destination Club Products as set forth in the Services Manual (“Referrals”, and collectively with Sales Incentives and Exchanges, the “Exchange/Sales Uses”); (iv) to resolve customer service issues (“Owner Assurance”); (v) as sales presentation, tour, financing and certain other specified incentives in connection with the offer and sale of Licensed Destination Club Products, as set forth in the Services Manual (“Incentives”), and (vi) as a recognition benefit provided to Rewards Members with Elite Status (as defined in Section 8(a)) as provided in Section 8(c) (“Recognition Benefits”) (collectively with Exchange/Sales Uses, Owner Assurance, Incentives, Recognition Benefits and Qualifying Stays, the “Permitted Uses”). MVW may not offer Rewards Points for any purpose other than a Permitted Use without Marriott’s prior written consent. Marriott will reasonably consider MVW’s requests to offer Rewards Points for any purpose other than a Permitted Use.

(c) MVW may not utilize or affiliate with any customer loyalty program offered by any third-party hotel, destination club, lodging operation or other travel customer loyalty program that is primarily focused on the lodging industry other than the Rewards Program in connection with the Licensed Destination Club Business, except for any loyalty program provided by a third-party timeshare exchange company such as Interval International or Resort Condominium International. For clarification, and by way of example only, the parties agree that the customer loyalty programs operated by the online travel agencies Expedia, Orbitz and Travelocity are travel customer loyalty programs that, as of the Effective Date, are primarily focused on the lodging industry. Notwithstanding the foregoing, except as may be otherwise set forth in Section 14(b), MVW may not, as part of the Licensed Destination Club Business, utilize or affiliate with any customer loyalty program provided by a third-party timeshare exchange company that (i) is an Affiliate of a Lodging Competitor or (ii) issues “points” or other currency of a loyalty program of a Lodging Competitor.

(d) MVW will permit its customers to elect whether Rewards Points issued in connection with Permitted Uses are issued as Marriott Rewards Points or Xxxx-Xxxxxxx Rewards Points. MVW will also permit its customers to elect to receive Airline Miles for Qualifying Stays.

(e) Marriott acknowledges that MVW is not required to offer Rewards Points or Airline Miles for Qualifying Stays, or allow Rewards Members to pay for stays using Rewards Points, at Licensed Projects where transient rental is not offered pursuant to the Reservation System due to applicable legal or contractual restrictions. All such Licensed Projects as of the Effective Date are listed on Schedule 1(e). MVW will update Schedule 1(e) as and when necessary to reflect any changes thereto after the Effective Date and will provide prompt written notice to Rewards of any such changes and the reason for such changes.

(f) Except as otherwise expressly provided herein or as set forth in the Services Manual, MVW will comply with all Program Rules.

Section 2. Payment for Rewards Points Issued on or After the Commencement Date.

(a) Rewards shall issue Rewards Points to MVW customers who are Rewards Members for Permitted Uses upon notification by MVW by posting such information to the

Information Management System (“IMS”) using codes designated by Marriott, or as otherwise required or allowed by Marriott, that (i) such Rewards Member has qualified for Rewards Points, (ii) the date and method by which such Rewards Member qualified for such Rewards Points and (iii) the number of Rewards Points to be issued to such Rewards Member.

(b) Rewards shall issue Airlines Miles to MVW customers who are Rewards Members for Qualifying Stays upon notification by MVW by posting such information to IMS using codes designated by Marriott or as otherwise required or allowed by Marriott, that (i) such Rewards Member has qualified for Airlines Miles, (ii) the date and method by which such Rewards Member qualified for such Airline Miles and (iii) the number of Airline Miles to be issued to such Rewards Member.

(c) MVW will pay Rewards for Rewards Points and Airline Miles issued in connection with Qualifying Stays at the rates set forth on Exhibit A hereto. Marriott will invoice MVW for Rewards Points and Airline Miles issued pursuant to Qualifying Stays in a manner consistent with the invoicing process used by Marriott with respect to Rewards Points and Airline Miles purchased by MHR Hotels through their participation in the Rewards Program. MVW’s payment terms under such invoices shall be consistent with the payment terms received by MHR Hotels in connection with their participation in the Rewards Program. The parties acknowledge and agree that this Agreement does not change the invoice process for Rewards Points and Airline Miles issued in connection with Qualifying Stays from the invoice process in effect prior to the Effective Date, provided, however, the parties acknowledge and agree that the invoice process may change following the Effective Date.

(d) MVW will pay Rewards for Rewards Points issued on or after the later of (i) the Effective Date or (ii) December 31, 2011 (such later date, the “Commencement Date” ) to MVW customers for Permitted Uses (other than Qualifying Stays) when such Rewards Points are issued in accordance with Section 2(e). MVW will pay the rates set forth on Exhibit A hereto for Rewards Points issued on or after the Commencement Date. A sample calculation is set forth in the Services Manual.

(e) Following the Commencement Date, Marriott will invoice MVW each period for Rewards Points issued during the prior period to MVW customers for Permitted Uses (other than Qualifying Stays) and payment will be due within 30 days of the invoice date. Notwithstanding the foregoing, for the period from the Effective Date through the last day of fiscal year 2018, payments for Rewards Points issued to MVW customers for Exchanges between October 1 and December 31 of any such year shall be due 120 days after December 31 of such year.

(f) If (i) the percentage of Rewards Points issued to MVW customers in connection with Permitted Uses during any fiscal year as a percentage of all Rewards Points issued for the entire Rewards Program during such fiscal year increases to greater than 25% and (ii) solely as a result of the increase from the percentage of Rewards Points issued to MVW customers during the 2011 fiscal year as a percentage of all Rewards Points issued for the entire Rewards Program to a percentage greater than 25% of all Rewards Points issued for the entire Rewards Program, there is a material cost increase to Rewards for the Rewards Program, the

parties hereto agree to negotiate in good faith an adjustment to the rates paid by MVW for Rewards Points to offset such increased costs.

(g) For purposes of this Agreement, unless otherwise specified or the context otherwise requires, each reference in this Agreement to “fiscal year”, “fiscal quarter” or “period” shall mean Marriott’s fiscal year, fiscal quarter or accounting period, respectively.

Section 3. Payment for Rewards Points Redeemed Prior to the Commencement Date or Outstanding as of the Commencement Date.

(a) Subject to Section 3(b), MVW will pay Rewards for Rewards Points issued to MVW customers for Permitted Uses (other than Qualifying Stays) that are (i) redeemed (but remain unpaid for) prior to the Commencement Date or (ii) outstanding as of the Commencement Date (any or all such Rewards Points, the “Commencement Date Points”) as and when such Rewards Points are redeemed. Marriott will invoice MVW each period for Commencement Date Points redeemed during the prior fiscal period and payment will be due within 30 days of the invoice date. MVW will pay the following amounts for redeemed Commencement Date Points: (i) for Commencement Date Points redeemed in exchange for hotel stays, one hundred and five percent (105%) of the actual cost to Rewards of such hotel stays; and (ii) for all other redemptions of Commencement Date Points, the “average actual cost” to Rewards of such redemptions. The “average actual cost” referred to in clause (ii) above, which will be determined at least every other year, will be calculated by determining the weighted average of the costs associated with each type or category (as determined by Rewards) of Rewards Points redemption (each such type or category, an “Award”) during the previous two year period covered by such review. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that, for the purposes of the calculations to be made under this Section 3, for redemptions of Commencement Date Points for hotel stays, an MVW customer shall be deemed to have “redeemed” Rewards Points at the time such MVW customer tenders the Certificate (as defined below) in redemption of such Rewards Points in payment for a hotel stay and not at the time such MVW customer makes a hotel reservation with respect to such redemption. For redemptions of Commencement Date Points other than for hotel stays, an MVW customer shall be deemed to have “redeemed” Rewards Points at the time a Certificate is ordered. “Certificate” means a certificate issued pursuant to any Award.

(b) After the first to occur of (i) the termination of this Agreement or (ii) the fourth anniversary of the Commencement Date (such earlier date, the “Determination Date”), MVW will pay Rewards in full for all Commencement Date Points then outstanding (after excluding any Certificates issued using Commencement Date Points that have expired, been revoked or otherwise terminated without being redeemed), after reducing the amount due using the historical MVW breakage rate as calculated by Marriott using MVW’s breakage calculation methodology, including but not limited to using a 30 year redemption curve and a 95% a priori factor. Marriott will invoice MVW for the amounts due under this Section 3(b) within the 30 days of the Determination Date and payment will be due within 30 days of the invoice date. The price per point for such Commencement Date Points shall equal the average price of Rewards Points redeemed by MVW for all Commencement Date Points redeemed during (i) the most recently completed fiscal year if the Agreement is terminated prior to the fourth anniversary of the Commencement Date or (ii) if the Agreement is not terminated prior to the fourth

anniversary of the Commencement Date, the period that consists of thirteen consecutive periods, with the last of such periods as the penultimate period ending prior to the fourth anniversary of the Commencement Date. To determine the amounts due under this Section 3(b), Marriott shall prepare a schedule of expected annual redemptions utilizing a 30 year redemption curve and the price per point as stated in this Section 3(b) and such amounts shall be discounted to their present value at a rate equal to 4.7%.

(c) After the Determination Date, MVW will pay Rewards in full for any outstanding Certificates (i.e., Certificates that have not expired, been revoked, or otherwise terminated without being redeemed in accordance with their terms) issued using Commencement Date Points at the cost described in Schedule 3(c), adjusted for breakage as calculated by Marriott in accordance with Marriott’s past practice. Marriott will invoice MVW for the amounts due under this Section 3(c) within 30 days of the Determination Date and payment will be due within 30 days of the invoice date.

Section 4. Restrictions.

(a) In connection with the execution of this Agreement, the parties have confirmed in writing the ratios or allocations in effect as of the Effective Date used to determine the number of Rewards Points a Rewards Member will receive upon exchange of such Rewards Member’s usage rights in respect of Licensed Destination Club Products (collectively, “Usage Rights”) for Rewards Points (such ratios or allocations, the “Exchange Ratios”). The methodology for determining such Exchange Ratios, and limitations on the exchange of Usage Rights for Rewards Points, are set forth in the Services Manual (such methodology and restrictions, the “Exchange Ratio Rules”). MVW’s right to alter a Rewards Member’s ability to exchange such Rewards Member’s Usage Rights for Rewards Points shall be determined in accordance with the Exchange Ratio Rules. MVW shall certify annually in writing to Marriott that MVW is in compliance with the Exchange Ratio Rules, and provide the then-current Exchange Ratios to Marriott. MVW shall deliver such certification to Marriott within thirty days of each anniversary of the Effective Date.

(b) MVW may not, without Marriott’s prior written consent, implement a “hotel exchange” program under which owners of Licensed Destination Club Products exchange Usage Rights for stays at Participating Properties and MVW pays for such stays using Rewards Points; provided, however, that MVW may operate a program (“Explorer Program”), such as the existing “Hotel Explorer” and “Club Connections” programs, under which owners of Licensed Destination Club Products exchange Usage Rights for stays at a Participating Property and MVW pays such Participating Property for such stay in cash under a separate agreement between MVW and such Participating Property.

(c) In its marketing and public communications, MVW will not (i) position the ability to exchange Usage Rights for Rewards Points as the primary benefit of purchasing Licensed Destination Club Products or (ii) give any greater prominence to the ability to exchange Usage Rights for Rewards Points than is given to other use or exchange options for Usage Rights, in each case consistent with past practice. MVW’s Offering Documents shall include the ability to exchange Usage Rights for Rewards Points or pursuant to a hotel exchange program permitted under Section 4(b) only as an ancillary benefit of purchasing Usage Rights. MVW

may, as part of a sales presentation and in marketing collateral, describe the ability to exchange Usage Rights for Rewards Points, or pursuant to any hotel exchange program permitted under Section 4(b), as a benefit of purchasing Usage Rights in accordance with MVW’s sales and marketing practices in use as of the Effective Date.

(d) MVW will not have any right to modify any terms of the Rewards Points issued to MVW customers, including imposing an expiration date on any Rewards Points; except that, in accordance with the Program Rules and the procedures set forth in the Services Manual, MVW may request that Rewards suspend, or use other available remedies related to, a MVW customer’s membership in the Rewards Program as a result of such customer’s failure to pay amounts related to Licensed Destination Club Products as set forth in the Services Manual. Rewards shall not unreasonably withhold its consent to such requests. All Rewards Points issued shall be subject to Program Rules.

Section 5. MVW Inventory Use.

(a) MVW will make Licensed Destination Club Units available for Rewards Points redemption stays as described in the Services Manual, subject to the limitations described in Section 1(e) and as otherwise set forth in the Services Manual. The parties acknowledge that MVW shall have no obligation to make Licensed Destination Club Units at the Licensed Projects listed on Schedule 1(e) available for Rewards Points redemption stays.

(b) Rewards will pay MVW for the use of Licensed Destination Club Units by Rewards Members who pay for such usage with Rewards Points in a manner consistent with the payment process used by Rewards with the MHR Hotels in connection with redemption stays. In connection with the execution of this Agreement, the parties hereto have confirmed in writing the rates for such usage in effect as of the Effective Date for a standard room and multi-bedroom units (such rates, the “MVW Redemption Rates”). The MVW Redemption Rates are intended to approximate the average rate paid by wholesalers who purchase a similar volume and type of accommodations, and will be adjusted by Marriott, in the first fiscal quarter of every fiscal year to reflect the rates paid by wholesalers in the prior fiscal year. The Services Manual sets forth the current process for the determination of the rates paid by wholesalers. In the event of a Dispute (as defined in Section 27) among the parties over the MVW Redemption Rates, the parties will resolve such Dispute in accordance with the process set forth in the Services Manual.

(c) Marriott shall determine the number of Rewards Points that a Rewards Member must redeem to pay for stays at Licensed Destination Club Units on a fair and nondiscriminatory basis and generally on a basis consistent with similarly situated and equipped resort and hotel properties or, if there are no similarly situated and equipped resort and hotel properties, the number of Rewards Points shall be determined by Marriott on a similar redemption cost per point basis as other Participating Properties in the Rewards Program. In the event of a Dispute among the parties over the number of Rewards Points required for stays at Licensed Destination Club Units, the parties will resolve such Dispute in accordance with the process set forth in the Services Manual.

Section 6. Deemed Order of Usage of Rewards Points. If a Rewards Member redeems Rewards Points for any purpose, the Rewards Member will be deemed to have

redeemed Rewards Points in the following order: (i) first, any Rewards Points issued prior to the Commencement Date to such Rewards Member in connection with Exchange/Sales Uses, which redemption shall occur in accordance with Section 3(a), (ii) second, any Rewards Points issued to such Rewards Member on or after the Commencement Date in connection with Exchange/Sales Uses, and (iii) third, any other Rewards Points held by such Rewards Member.

Section 7. Redemption of Rewards Points by Rewards Members.

(a) The redemption of Rewards Points by MVW customers shall be subject to the Program Rules.

(b) Rewards Points issued for Permitted Uses by Rewards to MVW customers may be redeemed by such MVW customers for all uses allowed by the Rewards Program as of the applicable redemption date, including any special awards that may exist exclusively for MVW customers. MVW customers who are Rewards Members may also convert their Rewards Points into Airline Miles subject to the Program Rules.

(c) Marriott customer service associates shall assist MVW customers regarding questions, issues and problems related to travel partners associated with the Rewards Program. MVW shall be allocated, and pay, costs related to such customer service in accordance with allocation methods in place as of the Effective Date as the same may be reasonably revised by Marriott from time to time.

Section 8. Elite Status Program.

(a) Rewards Members will be offered the opportunity to receive credits towards “Elite” status in the Rewards Program (“Elite Status”) in connection with (i) Qualifying Stays, (ii) the exercise of Usage Rights for stays at Licensed Destination Club Units, and (iii) the exercise of Usage Rights for stays at Participating Properties pursuant to the “Club Connections” Program, as more specifically described in the Services Manual.

(b) Subject to the following sentence, MVW may recognize and upgrade MVW customers with Elite Status utilizing the Elite Status referral, approval and fulfillment processes described in the Services Manual and paying the associated fees as determined by Rewards from time to time (the “Elite Referral Program”). As of the date that MVW upgrades a MVW customer to Elite Status through the Elite Referral Program, the number of MVW customers that MVW has upgraded to Elite Status through the Elite Referral Program during the then current fiscal year may not exceed the percentage listed in the Services Manual of the number of MVW customers that own Usage Rights as of such date. Any amounts charged to MVW in connection with the Elite Referral Program will be consistent with those charged to other participants in the Elite Referral Program. Marriott shall have the right to change any terms or conditions relating to the Elite Referral Program, including, without limitation, the pricing, benefits or the referral and fulfillment processes associated with the Elite Referral Program, at any time, in its sole discretion, subject only to any express obligation or limitation set forth in this Agreement, provided that such changes are applied on a general program basis to the participants in the Elite Referral Program.

(c) Subject to the following sentence, MVW will provide Rewards Members who have Elite Status with the recognition benefits listed in the Services Manual in connection with such Rewards Members’ (i) Qualifying Stays, (ii) exercise of Usage Rights for stays at Licensed Destination Club Units and (iii) redemption stays. Marriott may request that MVW change the recognition benefits listed in the Services Manual to be provided by MVW to Rewards Members who have Elite Status if MHR Hotels change the corresponding recognition benefits they will provide to Rewards Members with Elite Status, and MVW shall not unreasonably withhold its agreement to make such change. Subject to the restrictions listed in the Services Manual, MVW shall honor the Elite Status recognition benefits guarantee as set forth in the Program Rules and shall either pay directly, or reimburse Marriott for, amounts payable to Rewards Members with Elite Status because such Rewards Members did not receive the guaranteed recognition benefits to be provided to them by MVW.

(d) MVW shall not offer any new programs to its customers related to Elite Status (other than due to changes in the Program Rules) without Marriott’s prior written approval obtained in accordance with Section 13(b).

(e) The parties acknowledge that this Section 8 is not intended to limit, expand or modify in any way the terms of the trial program regarding Elite Status between MVW and Rewards in effect as of the date of this Agreement memorialized in the description of such trial program titled “Evaluation of Purchasing Rewards Elite Status for Select MVC Members,” dated June 29, 2011.

Section 9. Marketing.

(a) Marriott will include MVW and the Licensed Destination Club Products on a reasonable basis consistent with past practice, taking into account the purpose of the communications described below and the nature of the Licensed Destination Club Products in:

(i) communications sent by Rewards to Rewards Members and other Marriott customers through (A) communication channels then in use which may include, for example, (x) electronic and print newsletter distribution, (y) promotional channels such as “Hotel Specials” emails, “E-Breaks” emails, “METT” emails, PointSaver, and internet promotional offerings and (z) Rewards websites and (B) enhanced or new channels or methods of communication to Rewards Members and other Marriott customers which become available, including digital media channels such as social media and mobile media; and

(ii) segmented communications sent by Rewards tailored to select audiences of Rewards Members and Marriott customers included within the Rewards database, including non-English language communications, regional communications and communications with Rewards Members who have Elite Status.

(b) MVW may request that Marriott utilize customer targeting tools developed by Marriott, such as those listed in the Services Manual, in connection with MVW communications. Marriott shall consider such requests in good faith.

(c) Marriott will include MVW and the Licensed Destination Club Products in Rewards’ other marketing and promotional materials, in addition to those otherwise listed in

Section 9(a), on a reasonable basis consistent with past practice, taking into account the purpose of such marketing and promotional materials and the nature of the Licensed Destination Club Products.

(d) Public communications made by MVW (including general communications with MVW customers and Rewards Members) relating to the Rewards Program or to any changes in the Rewards Program or in MVW’s use or participation in the Rewards Program shall be accurate, fairly represent the Rewards Program and comply with the Brand Standards (collectively “Communication Standards”). Marriott may review such public communications upon reasonable notice to MVW (on a periodic audit basis) for the purpose of ensuring that such public communications comply with the Communication Standards. If such public communications do not comply with the Communication Standards, Marriott will provide notice thereof to MVW, which notice shall identify the deficiencies in the public communication. MVW shall promptly make changes to any deficient public communication and provide the revised public communication to Marriott for Marriott’s review and approval of the changes. MVW shall not use the revised public communication (or permit the revised public communication to be used) until such changes have been approved by Marriott. MVW shall have the right to seek Marriott’s review and approval of any public communications, on a confidential basis, in advance, and may repeat specific material included in public communications that Marriott has previously approved in reliance upon Marriott’s prior approval unless Marriott revokes its previous approval. With respect to public communications for which MVW has not received Marriott’s prior written approval (or that do not repeat specific material included in public communications previously approved by Marriott which have not been revoked), Marriott shall have the right to object to any such public communication in the event Marriott believes that such public communication is inconsistent with the Communication Standards. In the event MVW and Marriott are not able to come to agreement on the issue, then either party may refer the matter to an Expert for resolution, or if MVW initiates a public communication without first seeking confirmation that such public communication is consistent with the Communication Standards and Marriott determines that such public communication is not consistent with the Communication Standards, then Marriott may refer the matter to an Expert for resolution. In either case, if the Expert finds in favor of Marriott, then Marriott’s prior written consent shall be required for each new public communication that is implemented on a system-wide or region-wide (e.g., throughout the United States, Europe, the Middle East, Latin America, Asia Pacific or a substantial portion thereof) basis for the twenty-four (24) month period following any such determination. MVW will provide Marriott with advance written notice of not less than 5 business days prior to any public communication made by MVW concerning any significant change related to the Rewards Program; such notice shall identify the significant change in the communication.

(e) MVW will not conduct a marketing campaign that features or promotes the ability of MVW customers to (i) earn Xxxx-Xxxxxxx Rewards Points for Qualifying Stays or Permitted Uses or (ii) participate in The Xxxx-Xxxxxxx Rewards Program. Any permitted MVW marketing campaign will comply with the applicable Brand Standards. Nothing in this Agreement shall be deemed to prohibit MVW from informing MVW customers that such customer may elect to participate in either the Marriott Rewards Program or The Xxxx-Xxxxxxx Rewards Program, or of any details of participation in The Xxxx-Xxxxxxx Rewards Program.

(f) The parties shall cooperate reasonably regarding the content of any communications provided for in Section 9(a) and Section 9(c). The parties acknowledge that such communications are generally intended to include general brand related information (e.g., new product features, property openings, Rewards and Elite benefits at Licensed Projects), generate general awareness, and communicate promotional offers and related information (e.g., rental, tour, lead generation, opt-in or direct sale offers) intended to generate revenues for the Licensed Business. To the extent any communication includes an offer related to the Licensed Business, MVW shall provide the terms and conditions of such offer to Marriott together with any statements or disclosures that may be required by Applicable Law in connection therewith.

Section 10. Joint & Several Liability. The obligations of MVWC and MORI under this Agreement shall be joint and several. MII shall be jointly and severally liable for the obligations of Rewards under this Agreement.

Section 11. Default & Term.

(a) This Agreement will be effective on [ ] (the “Effective Date”) and will remain in effect until the earlier of (i) the termination of this Agreement pursuant to Section 11(b) or (ii) the termination or expiration of the Marriott License Agreement. However, if the Marriott License Agreement expires in accordance with its terms, this Agreement will continue until the expiration of the “tail period” under Section 4.2(b) of the Marriott License Agreement (the “Tail Period”) subject to the limitations described below in Section 12. For the avoidance of doubt, during the Tail Period, the restrictions on MVW’s use of Rewards Points set forth in Section 1 shall continue to apply and any Project that ceases to be a Licensed Project shall not be considered part of the Licensed Destination Club Business for purposes of this Agreement. Notwithstanding the foregoing, if the Distribution has not closed prior to March 31, 2012, either MVW or Marriott may terminate this Agreement by delivery of written notice to the other party prior to the Effective Date.

(b) The breaches listed in (i) through (viii) below are deemed to be material breaches for which MVW may be placed in default under this Agreement if (x) Marriott gives MVW notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Marriott in its sole discretion or required by Applicable Law) and (y) MVW fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this
Section 11(b). If MVW fails to cure the breach and is placed in default, then Marriott may exercise the applicable remedy for the specific default as set forth below:

(i) If MVW or its Affiliates fails to pay any amounts due under this Agreement to Rewards or any of its Affiliates when the same become due and payable, then Marriott may issue a notice of breach to MVW with respect to such failure. MVW shall have ten (10) business days following notice of breach to cure the failure to pay. If MVW in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then MVW shall pay to Rewards the undisputed amount, if any, and MVW shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be submitted to an arbitration panel for resolution pursuant to Section 27. Notwithstanding anything to the contrary in Section 27, the non-prevailing

party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitration panel determines that any or all of the disputed amount is owed to Rewards or its Affiliates, then MVW shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitration panel determines that none of the disputed amount is owed to Rewards or its Affiliates, then MVW shall not be required to pay the disputed amount and the escrowed funds shall be released to MVW. If MVW fails to cure the payment breach, Marriott may issue a notice of default to MVW and exercise any of the remedies under Section 11(c), and if the aggregate amount outstanding that MVW has failed to pay at any time is in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator), Marriott may terminate this Agreement and all rights granted to MVW hereunder immediately upon notice to MVW;

(ii) If MVW or its Affiliates fail to pay any amount in excess of two million five hundred thousand dollars ($2,500,000) (as adjusted annually after the Effective Date by the GDP Deflator) due to Rewards or any of its Affiliates when the same becomes due and payable, in each case, after having been issued a notice of breach by Marriott and having failed to cure the failure to pay within ten (10) business days following such notice, three (3) or more times within any thirty-six (36) month period, Marriott may issue a notice of default and terminate this Agreement immediately upon notice to MVW and/or exercise any of the other remedies under Section 11(c);

(iii) If MVW or its Affiliates fail to pay when due a total amount in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) under the Distribution Agreement, the Marriott License Agreement, the Xxxx-Xxxxxxx License Agreement, the Tax Sharing and Indemnification Agreement, the Employee Benefits Allocation Agreement or under all such agreements taken together, then Marriott may issue a notice of breach to MVW with respect to such failure. MVW shall have ten (10) business days following notice of breach to cure the failure to pay. If MVW in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then MVW shall pay to Marriott the undisputed amount, if any, and MVW shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be submitted to an arbitration panel for resolution pursuant to Section 27. Notwithstanding anything to the contrary in Section 27, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitration panel determines that any or all of the disputed amount is owed to Marriott or its Affiliates, then MVW shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitration panel determines that none of the disputed amount is owed to Marriott or its Affiliates, then MVW shall not be required to pay the disputed amount and the escrowed funds shall be released to MVW. If MVW fails to cure the payment breach, then Marriott may issue a notice of default to MVW and terminate this Agreement and all rights granted to MVW hereunder immediately upon notice to MVW and/or exercise any of the other remedies under Section 11(c);

(iv) If MVW or any principal, director, officer, shareholder, or agent of MVW, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise

commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any Marriott Confidential Information in violation of this Agreement then:

(i)

Marriott may issue a notice of breach to MVW. In connection with such breach, Marriott may, depending on various factors, including, the severity of the breach, whether the breach was intentional or unintentional, and the damages or potential damages resulting from such breach, exercise any of the remedies provided for in Section 11(c).

(ii)

If an arbitration panel under Section 27 determines that (i) a material breach has occurred, (ii) (x) MVW has failed to exercise commercially reasonable efforts to prevent such breach or (y) such breach was intentional or resulted from MVW’s gross negligence, and (iii) such breach has or may result in the goodwill associated with the Rewards Program being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then upon the rendering of arbitration panel’s determination Marriott may issue a notice of default to MVW and terminate this Agreement and all rights granted to MVW hereunder and/or exercise any of the other remedies under Section 11(c);

(v) If MVW or any of its Affiliates is convicted of a felony or other similar crime or offense or engages in a pattern or practice of acts or conduct that, as a result of the adverse publicity that has occurred in connection with such offense, acts, or conduct:

(i)

is likely to have or has had a material adverse effect on the Rewards Program, the goodwill associated with the Rewards Program or Marriott’s interests therein, then Marriott may issue a notice of default and exercise any of the other remedies under Section 11(c); and

(ii)

has or may result in the goodwill associated with the Rewards Program being so materially damaged that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then Marriott may issue a notice of breach. Upon such notice of breach, the parties will agree to a Remediation Arrangement under which MVW will undertake to remedy the breach to Marriott’s satisfaction. If MVW fails to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or fails to cure the breach pursuant to the Remediation Arrangement, Marriott may issue a notice of default and terminate this Agreement and all rights granted to MVW hereunder immediately upon notice to MVW and/or exercise any of the other remedies under Section 11(c).

(vi) If MVW assigns this Agreement, any of its rights hereunder or delegates any of its duties under this Agreement in violation of this Agreement, Marriott may issue a notice of default. If MVW fails to notify Marriott within fourteen (14) days following the notice of breach that MVW intends to unwind such assignment or fails to actually unwind such assignment in a manner satisfactory to Marriott within ninety (90) days following the notice of breach, then Marriott may issue a notice of default and terminate this Agreement and all rights granted to MVW hereunder immediately upon notice to MVW and/or exercise any of the other remedies under Section 11(c); provided, however, that nothing herein shall restrict or limit Marriott’s ability to seek injunctive relief to stop such assignment at any time;

(vii) If MVW dissolves or liquidates except in connection with an assignment permitted by Section 17 of this Agreement, Marriott may issue a notice of default and terminate this Agreement and all rights granted to MVW hereunder immediately upon notice to MVW and/or exercise any of the other remedies under Section 11(c); or

(viii) To the extent permitted by Applicable Law, if MVW becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an involuntary petition or an involuntary petition is filed and is not dismissed within sixty (60) days) under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on Marriott, Marriott’s Affiliates or the Rewards Program, Marriott may issue a notice of default and terminate this Agreement and all rights granted to MVW hereunder immediately upon notice to MVW and/or exercise any of the other remedies under Section 11(c).

(c) Upon any default under Section 11(b)(i) through (viii), Marriott shall have the right to pursue any one or more of the following remedies in addition to the remedies provided for in Sections 11(b)(i) through (viii):

(i) To institute any and all proceedings permitted by Applicable Law or in equity with respect to such event of default, including, without limitation, actions for injunctive and/or declaratory relief (including specific performance) and/or damages. MVW acknowledges and agrees that, in the event that Marriott terminates this Agreement pursuant to a termination right expressly identified in Section 11(b), Marriott will, in addition to the right to terminate, have the right to seek and obtain damages with respect to the termination of the Agreement. MVW agrees that Marriott has devoted substantial resources to developing and building the Rewards Program and that the Rewards Program, including the significant reputation and goodwill associated therewith, have been developed by Marriott over a period of years prior to the Effective Date. MVW further acknowledges and agrees that, in the event Marriott terminates this Agreement as a result of a material event of default hereunder by MVW, it would be commercially impossible for Marriott to take measures to recreate the Licensed Business or develop an equivalent business, and, therefore it would be unreasonable to expect or require Marriott to mitigate its damages resulting from such default and termination;

(ii) To suspend MVW’s rights to offer Rewards Points for any type of Permitted Use, upgrade MVW customers with Elite Status or be included in Rewards’ communications, marketing or promotional materials until the breach is cured; and

(iii) To suspend MVW’s right to access and use information included in the Rewards Program for sales and marketing efforts until the breach is cured.

(d) The breaches listed in (i) through (viii) below are deemed to be material breaches for which Marriott may be placed in default under this Agreement if (x) MVW gives Marriott notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by MVW in its sole discretion or required by Applicable Law) and (y) Marriott fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section. If Marriott fails to cure the breach and is placed in default, then MVW may exercise the applicable remedy for the specific default as set forth below:

(i) If Marriott or its Affiliates fail to pay any amounts due under this Agreement to MVW or any of its Affiliates when the same becomes due and payable, then MVW may issue a notice of breach to Marriott with respect to such failure. Marriott shall have ten (10) business days following notice of breach to cure the failure to pay. If Marriott in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Marriott shall pay to MVW the undisputed amount, if any, and Marriott shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be submitted to an arbitration panel for resolution pursuant to Section 27. Notwithstanding anything to the contrary in Section 27, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitration panel determines that any or all of the disputed amount is owed to MVW or its Affiliates, then Marriott shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitration panel determines that none of the disputed amount is owed to MVW or its Affiliates, then Marriott shall not be required to pay the disputed amount and the escrowed funds shall be released to Marriott. If Marriott fails to cure the payment breach, MVW may issue a notice of default to Marriott and exercise any of the remedies under Section 11(e), and if the aggregate amount outstanding that Rewards has failed to pay at any time is in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator), MVW may terminate this Agreement immediately upon notice to Marriott;

(ii) If Marriott or its Affiliates fail to pay any amount in excess of two million five hundred thousand dollars ($2,500,000) (as adjusted annually after the Effective Date by the GDP Deflator) due to MVW or any of its Affiliates when the same becomes due and payable, in each case, after having been issued a notice of breach by MVW and having failed to cure the failure to pay within ten (10) business days following such notice, three (3) or more times within any thirty-six (36) month period, MVW may issue a notice of default and terminate this Agreement immediately upon notice to Marriott and/or exercise any of the other remedies under Section 11(e);

(iii) If Marriott or its Affiliates fails to pay when due a total amount in excess of five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) under the Distribution Agreement, Marriott License Agreement, Xxxx-Xxxxxxx License Agreement, under the Tax Sharing and Indemnification Agreement, under the Employee Benefits Allocation Agreement or under all such agreements taken together, then MVW may issue a notice of breach to Marriott with respect to such failure. Marriott shall have ten (10) business days following notice of breach to cure the failure to pay. If Marriott in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Marriott shall pay to MVW the undisputed amount, if any, and Marriott shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be submitted to an arbitration panel for resolution pursuant to Section 27. Notwithstanding anything to the contrary in Section 27, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitration panel determines that any or all of the disputed amount is owed to MVW or its Affiliates, then Marriott shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitration panel determines that none of the disputed amount is owed to MVW or its Affiliates, then Marriott shall not be required to pay the disputed amount and the escrowed funds shall be released to Marriott. If Marriott fails to cure the payment breach, then MVW may issue a notice of default to Marriott and terminate this Agreement immediately upon notice to Marriott and/or exercise any of the other remedies under Section 11(e);

(iv) If Marriott or any principal, director, officer, shareholder, or agent of Marriott, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any MVW Confidential Information in violation of this Agreement then:

(i)

MVW may issue a notice of breach to Marriott. In connection with such breach, MVW may, depending on various factors, including, the severity of the breach, whether the breach was intentional or unintentional, and the damages or potential damages resulting from such breach, exercise any of the remedies provided for in Section 11(e).

(ii)

If an arbitration panel under Section 27 determines that (i) a material breach has occurred, (ii) (x) Marriott has failed to exercise commercially reasonable efforts to prevent such breach or (y) or such breach was intentional or resulted from Marriott’s gross negligence, and (z) such breach has or may result in the goodwill associated with MVW’s use of the Rewards Program in connection with the Licensed Business being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then upon the rendering of arbitration panel’s determination MVW may issue a notice of default to Marriott and terminate this Agreement and/or exercise any of the other remedies under Section 11(e);

(v) If Marriott assigns this Agreement, any of its rights hereunder or delegates any of its duties under this Agreement in violation of this Agreement, MVW may issue a notice of default. If Marriott fails to notify MVW within fourteen (14) days following the notice of breach that Marriott intends to unwind such assignment or fails to actually unwind such assignment in a manner satisfactory to MVW within ninety (90) days following the notice of breach, then MVW may issue a notice of default and terminate this Agreement and all rights granted to Marriott hereunder immediately upon notice to Marriott and/or exercise any of the other remedies under Section 11(c); provided, however, that nothing herein shall restrict or limit MVW’s ability to seek injunctive relief to stop such assignment at any time;

(vi) If Marriott dissolves or liquidates, except in connection with an assignment permitted by Section 17 of this Agreement, MVW may issue a notice of default and terminate this Agreement immediately upon notice to Marriott and/or exercise any of the other remedies under Section 11(e);

(vii) To the extent permitted by Applicable Law, if Marriott becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an involuntary petition or an involuntary petition is filed and is not dismissed within sixty (60) days) under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on the Rewards Program or MVW or MVW’s Affiliates, MVW may issue a notice of default and terminate this Agreement immediately upon notice to Marriott and/or exercise any of the other remedies under Section 11(e); or

(viii) If Marriott or any of its Affiliates is convicted of a felony or other similar crime or offense and such conviction is the actual and sole cause of MVW being prevented from obtaining or retaining the licenses that it requires to continue operating the Licensed Business:

(i)

at any individual Project(s), then MVW may issue a notice of breach and exercise any of the remedies under Section 11(e);

(ii)

at all or substantially all of the Projects and the Licensed Business is so materially damaged that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then MVW may issue a notice of breach. Upon such notice of breach, the parties will agree to a Remediation Arrangement under which Marriott will undertake to remedy the breach to MVW’s satisfaction. If Marriott fails to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or fails to cure the breach pursuant to the Remediation Arrangement, MVW may issue a notice of default and terminate this Agreement immediately upon notice to Marriott and/or exercise any of the other remedies under Section 11(e).

(e) Upon any default under Section 11(d)(i) through (viii), MVW shall have the right to pursue any one or more of the following remedies in addition to the remedies provided for in Sections 11(d)(i) through (viii):

(ii) To suspend provision of the services that MVW is required to provide to Marriott under this Agreement until the breach is cured.

(f) If MVW or Marriott materially fail to fulfill any of the other material covenants, undertakings, obligations or conditions set forth in this Agreement, the Electronic Systems License Agreement, or the Design Review Addendum, except for where specific remedies are identified for breaches and defaults described in Section 11(b) through (e), the non- defaulting party shall have the right to institute any and all proceedings permitted by Applicable Law or in equity with respect to such failure, including, without limitation, actions for injunctive and/or declaratory relief (including specific performance) and/or damages; provided, however,

that the non-defaulting party shall not have the right to terminate this Agreement with respect to such failure unless it is determined by an arbitration panel under Section 27 that (i) the non-defaulting party has been or will be damaged in an amount in excess of fifty million dollars ($50,000,000) (as adjusted annually after the Effective Date by the GDP Deflator) or (ii) the goodwill associated with the Rewards Program (if Marriott is the non-defaulting party) or the Licensed Business (if MVW is the non-defaulting party) has been or will be so materially damaged as a result of the conduct of the defaulting party that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then the non-defaulting party shall have the right to terminate this Agreement upon the rendering of arbitration panel’s determination. The parties acknowledge and agree that, in the event that the non-defaulting party terminates this Agreement pursuant to this Section 11(f), the non-defaulting party will, in addition to the right to terminate, have the right to seek and obtain damages with respect to the termination of this Agreement.

(g) If either MVW’s or Marriott’s failure to conform to, keep, perform, fulfill, or satisfy any representation, warranty, covenant, undertaking, obligation, standard, test, or condition set forth in this Agreement, other than an obligation to make monetary payments or provide monetary funding, is caused in whole or in material part by one or more Extraordinary Events, such failure shall not constitute a failure or a default under this Agreement, and such failure shall be excused for as long as the failure is caused in whole or in part by such Extraordinary Event(s) and so long as cure is diligently pursued.

(h) If either MVW’s or Marriott’s failure to conform to, keep, perform, fulfill, or satisfy a material obligation set forth in this Agreement that affects all or substantially all of the services to be provided under this Agreement or that has a material adverse effect on the Rewards Program as a whole, other than an obligation to make monetary payments or provide monetary funding, is caused in whole or in material part by one or more Extraordinary Events, such failure shall not constitute a failure or a default under this Agreement, and such failure shall be excused for as long as the failure is caused in whole or in part by such Extraordinary Event(s) and so long as cure is diligently pursued.

Section 12. Effect of Termination.

(a) The termination or expiration of the Agreement will have no effect on any Rewards Points earned by, or issued by Rewards to, MVW customers for Permitted Uses prior to such termination, which Rewards Points will continue to be usable by Rewards Members in a manner consistent with the Program Rules.

(b) Any unpaid amounts payable by MVW to Rewards as of the date of termination under Sections 2 or 3 above will be automatically due and payable in full upon termination of this Agreement.

Section 13. Changes to the Rewards Program.

(a) Marriott and MVW agree to meet annually at a mutually agreed upon time and place to discuss anticipated material changes to the Rewards Program (“Material Program

Changes”). Marriott will use good faith efforts to meet with MVW on a quarterly basis to discuss any Material Program Changes.

(b) Marriott will reasonably consider changes to the Rewards Program suggested by MVW which address issues specifically relevant to the Licensed Destination Club Business (including any systems enhancements needed to implement such changes) within a reasonable time after receiving a formal proposal from MVW containing, as applicable: (i) the business rationale for such change, (ii) the expected impact on MVW of such change and, to the extent known, the expected impact on the Rewards Program and (iii) a proposed implementation plan and estimate of any known implementation costs. Within 30 days of receipt of a formal proposal from MVW regarding a suggested change to the Rewards Program, Marriott shall (i) acknowledge receipt of such formal proposal from MVW and (ii) provide a preliminary estimate of the timeframe for a response to such formal proposal. MVW shall provide such additional information about a proposed change to the Rewards Program as Marriott reasonably requests. Marriott may condition its consent to changes to the Rewards Program suggested by MVW on factors such as, for example: MVW’s assumption of the costs related to such implementation, including, without limitation, incremental internal or out-of-pocket design costs and operating costs (and the allocation thereof on a fair and reasonable basis to other Rewards Program participants who benefit from the change); the difficulties of designing or administering such changes; the impact of such changes on the Rewards Program generally; third party consent requirements; the prioritization of other Rewards Program projects; and considerations relating to owners and franchisees associated with Licensor Lodging Facilities.

(c) Marriott shall have the right to make changes to the Rewards Program at any time, in its sole discretion, subject only to any express obligation or limitation set forth in this Agreement. Notwithstanding the foregoing, Marriott agrees that in no event shall Marriott, without MVW’s prior consent, (i) impose new Program Rules that are, or amend or modify any Program Rules, that as amended or modified would be, in conflict with Applicable Law, (ii) impose new Program Rules or amend or modify any Program Rules or exceptions thereto that, in each case, exclusively relate to the Licensed Destination Club Business, including without limitation the Program Rules set forth in the Services Manual, or (iii) impose new Program Rules or amend or modify any Program Rules that have a disproportionate adverse impact on an individual Rewards Member who owns a Licensed Destination Club Product as compared to a similarly situated Rewards Member who does not own a Licensed Destination Club Product. The Program Rules shall continue to provide that Rewards Points issued by MVW in respect of Usage Rights may not be redeemed for stays at Licensed Destination Club Projects. MVW shall, as part of the sales process with respect to the sale of Licensed Destination Club Products, provide written disclosure to each prospective purchaser to the effect that (i) all Rewards Points are subject to the Program Rules and (ii) Marriott may modify the Program Rules at any time in its sole discretion. MVW shall be permitted to incorporate such disclosure with other disclosures MVW makes to prospective purchasers.

(d) If Marriott adopts a new Program Rule that becomes effective after the Effective Date, or amends or modifies any Program Rule after the Effective Date, that MVW reasonably believes is in conflict with MVW’s contractual obligations to persons who own Licensed Destination Club Products, MVW shall notify Marriott in writing as promptly as practicable and the parties agree to enter into good faith negotiations to reach a resolution

regarding such conflict and such new or amended Program Rule shall not apply to MVW while such good faith negotiations are occurring. If the parties are not able to resolve such conflict through such good faith negotiations within 30 days after MVW notifies Marriott in writing of such conflict, the parties will resolve such conflict in accordance with the process set forth in the Services Manual, and such new or amended Program Rule shall not apply to MVW while such conflict resolution process is occurring.

(e) MVW acknowledges that Marriott is under no obligation to continue the Rewards Program. In the event that the Rewards Program is eliminated, Marriott will treat MVW and MVW customers who hold Rewards Points in a manner consistent with other Rewards Program participants. In the event monetary contributions made by participants in the Rewards Program are refunded to participants, applicable refunds to MVW and MVW customers will be made in a fair and reasonable manner, as determined by Marriott in its reasonable discretion.

(f) In the event the Rewards Program is combined with or becomes part of another loyalty program, Marriott will treat MVW and MVW customers in a manner consistent with other Rewards Program participants.

Section 14. Cooperation.

(a) Marriott will reasonably cooperate with MVW to develop and offer packages that enable Rewards Members to redeem Rewards Points for awards that include both hotel stays and Airline Miles (“Combo Awards”) and other specific awards that support MVW’s sales processes and value proposition. Marriott and MVW acknowledge that the “5 Night Combo Award” feature was created specifically to support MVW’s sales process and value proposition. If Marriott terminates the use of any Combo Awards in the Rewards Program, Marriott may also terminate the use of similar Combo Awards by MVW customers; however, such termination will only be effective upon six months’ prior notice to MVW, provided, that if the termination of such Combo Awards is due to action by a third party, such six month notice period may be shortened to correspond to the date on which such third party action becomes effective.

(b) Marriott agrees to enter into (and to cause Xxxx-Xxxxxxx to enter into) good faith negotiations with MVW in the event that MVW desires to participate in The Xxxx-Xxxxxxx Rewards Program in connection with the Xxxx-Xxxxxxx Destination Club Business (as such term is defined in the Xxxx-Xxxxxxx License Agreement). During the twenty-four (24) months following the Effective Date, MVW will not, directly or indirectly, enter into any negotiations or other discussions with any Person other than Marriott and Xxxx-Xxxxxxx with respect to the affiliation of the Xxxx-Xxxxxxx Destination Club Business with a travel customer loyalty program provided by a third-party. In the event that the parties are unable to agree on terms under which the Xxxx-Xxxxxxx Destination Club Business will participate in The Xxxx-Xxxxxxx Rewards Program within twenty-four (24) months following the Effective Date, the parties agree that, with respect to the Xxxx-Xxxxxxx Destination Club Business only, MVW may affiliate with a travel customer loyalty program provided by a third-party if (i) such travel customer loyalty program is not primarily focused on the lodging industry and is consistent with the luxury positioning of the Xxxx-Xxxxxxx brand and (ii) MII provides its prior written consent, not to be unreasonably withheld, to such affiliation;

provided, however, that “Xxxx-Xxxxxxx” may not be used in the name of such third-party loyalty program. In the event of a Dispute regarding clause (i) or (ii) above, either party may refer the matter to an Expert for resolution. The parties agree that MVW will pay any initial costs incurred by Rewards to enable MVW to participate in The Xxxx-Xxxxxxx Rewards Program in connection with the Xxxx-Xxxxxxx Destination Club Business.

(c) Marriott will use commercially reasonable efforts to enable MVW to participate after the Effective Date in Rewards Program partner agreements in which MVW is eligible to participate such that MVW will have access to partner marketing channels, incentives, customer database and marketing programs and platforms on a basis generally consistent with the MHR Hotels brand (after taking into account differences in the Licensed Destination Club Business as compared with the business conducted by other Licensor Lodging Facilities), as set forth in the Services Manual.

Section 15. Reporting.

(a) Marriott will report to MVW the information relating to Rewards Program usage by MVW customers set forth in the Services Manual and such other information as is otherwise reasonably requested by MVW. The parties acknowledge that the type of information provided by Marriott to MVW may change as Marriott’s reporting systems and capabilities change. Marriott will modify its reporting systems, within parameters determined by Marriott in its sole discretion, to enable Marriott to provide reports to MVW that segregate redemption and billing data for Rewards Points issued for Sales/Exchanges into two distinct categories for (i) Commencement Date Points and (ii) Rewards Points issued to MVW customers on or after the Commencement Date. Marriott’s modification to its reporting systems pursuant to the preceding sentence will be at no cost to MVW.

(b) MVW shall receive, upon request, (i) the Statement of Program Activity for Marriott Rewards, prepared by Marriott’s independent auditors on an annual basis and (ii) Marriott’s report named “Reconciliation Analysis of MHR Brand Funding” (or the successor report), including a schedule showing the calculation to convert the funding rate for MHR Hotels to the MVW charge per 1,000 Rewards Points, on an annual basis to verify the accuracy of the calculation of the MVW Base Funding Rate (as defined in Exhibit A). Due to the unique nature of the calculation of the MVW Base Funding Rate (as defined in Exhibit A), Marriott has agreed that MVW may receive the following information regarding the calculation of the MVW Base Funding Rate. In connection with the preparation of the Statement of Program Activity for Marriott Rewards for any year, if a new MVW Base Funding Rate became effective as of the beginning of the then-current year, Marriott will direct the independent auditor that is preparing the Statement of Program Activity for Marriott Rewards to determine whether such new MVW Base Funding Rate was calculated in accordance with this Agreement. Such auditor will provide a copy of its audit opinion letter regarding the calculation of the MVW Base Funding Rate to MVW and the cost of such audit opinion will not be paid by MVW. If the auditor concludes that such MVW Base Funding Rate was not calculated in accordance with this Agreement and was higher than it should have been, Rewards shall pay (or credit, if applicable) an amount equal to the excess paid by MVW to MVW in connection with the incorrect MVW Base Funding Rate the within 30 days of such determination. If the auditor concludes that such MVW Base Funding Rate was not calculated in accordance with this Agreement and was lower than it should have

been, MVW shall pay an amount equal to the shortfall to Rewards within 30 days of such determination.

Section 16. Third Party Consents. MVW acknowledges that certain provisions of this Agreement may be subject to third party approval.

Section 17. Assignment.

(a) Except as otherwise expressly provided herein, MVW may not assign this Agreement or assign any of its rights hereunder, or delegate any of its duties under this Agreement, or sell, transfer or dispose of all or substantially all of its assets relating to the Licensed Business, or merge or consolidate with any other entity in which MVW is not the surviving entity, or engage in a transaction or series of related transactions that result in a Change in Control without Marriott’s prior written consent which it may grant or withhold in its sole discretion. Any such assignment will be a material default under this Agreement, and Marriott shall be entitled to enjoin or obtain a court order prohibiting such assignment without posting a bond. MVW shall not assign any rights under this Agreement to a Specially Designated National or Blocked Person. If a Specially Designated National or Blocked Person acquires a Controlling Interest in MVW, Marriott shall have the right to terminate this Agreement immediately upon notice to MVW.

(b) None of the Guarantors may assign this Agreement or assign any of its rights hereunder, or delegate any of its duties under this Agreement without Marriott’s prior written consent which it may grant or withhold in its sole discretion.

(c) Except as otherwise expressly provided herein, MII may not assign this Agreement or assign any of its rights hereunder, or delegate any of its duties under this Agreement without MVW’s prior written consent which it may grant or withhold in its sole discretion, provided, however, that MII may assign, delegate, sell or transfer this Agreement without prior notice, or consent of, MVW, to an assignee who (a) assumes MII’s obligations to MVW under this Agreement and (b) (i) is an Affiliate of MII that has the legal, financial, and operational ability to perform the obligations of MII under this Agreement or (ii) acquires all or substantially all of MII’s rights in respect of (i) the System, (ii) MHR Hotels, and (iii) the Branded Elements. This Agreement will be binding on and inure to the benefit of MII and the successors and assigns of MII. MII shall not assign any rights under this Agreement to a Specially Designated National or Blocked Person. If a Specially Designated National or Blocked Person acquires a Controlling Interest in MII, MVW shall have the right to terminate this Agreement immediately upon notice to Marriott.

(d) Except as otherwise expressly provided herein, Rewards may not assign this Agreement or assign any of its rights hereunder, or delegate any of its duties under this Agreement without MVW’s prior written consent which it may grant or withhold in its sole discretion, provided, however, that Rewards may without such consent assign this Agreement or any of its rights hereunder, or delegate any of its duties under this Agreement to any of MII’s Affiliates or in connection with an assignment by MII permitted hereunder. This Agreement will be binding on and inure to the benefit of each of the parties hereto, their successors and assigns, provided that the terms of this Section 17 shall have been met.

(e) MVW acknowledges that Marriott and its Affiliates operate as a multi-national business enterprise. Without limiting this Section 17, Marriott has the right to assign all or part of its rights under this Agreement to any of Marriott’s Affiliates and, in connection therewith, require MVW to pay amounts due under this Agreement to such Affiliates. However, if, as a result of any such assignment, MVW will be liable for greater Tax liability for payments due hereunder following such assignment, any resulting increase in Tax liability shall be borne by Marriott and not by MVW.

(f) Without limiting Section 17, no assignment of any interest in this Agreement will be made to a Lodging Competitor. Any such assignment will be a material default under this Agreement, and Marriott shall be entitled to enjoin or obtain a court order prohibiting such assignment without posting a bond.

(g) MVW may not assign, mortgage, or grant a security interest in, or pledge as collateral, this Agreement, except as permitted hereunder. At MVW’s request, Marriott hereby agrees to provide to MVW’s lender a comfort letter that is substantially similar to the form of comfort letter that has been agreed to by the parties as of the Effective Date, so long as such lender is not an Affiliate of MVW and MVW is not in breach of any of its obligations under this Agreement. However, Marriott has no obligation to provide a “comfort letter” in connection with, or consent to, a transaction that would be prohibited by this Section 17. If a lender forecloses on, or otherwise exercises its rights against the interests of MVW in this Agreement, or MVW violates this Section 17, Marriott will have the right to pursue the remedies provided for in Section 11.

Section 18. MVW Associates.

(a) Marriott agrees that following the Effective Date, MVW associates (“MVW Associates”) shall be eligible to become Rewards Members (MVW Associates who become Rewards Members, “MVW Associate Rewards Members”). MVW Associate Rewards Members shall be subject to all Program Rules; provided, that MVW Associate Rewards Members shall not earn Rewards Points or room night credits towards Elite Status with respect to stays at Participating Properties when such MVW Associate Rewards Members pay “Associate Pleasure” or “Associate Business” rates.

(b) All inquiries regarding Rewards Member accounts must be addressed to Marriott Guest Services. MVW Associates may not access their own Rewards Member accounts or the accounts of their friends and/or family members through Marriott systems including the IMS/XXXX systems.

(c) As of or prior to the Effective Date, MVW shall adopt and maintain a policy directed at preventing MVW Associates from engaging in fraudulent activity in connection with the Rewards Program. Among other things, this policy shall prohibit MVW Associates from accessing their own Rewards Member accounts or the accounts of their friends and/or family members through Marriott systems. MVW shall provide a copy of this policy, and any changes thereto, to Marriott. MVW shall provide such assistance as Marriott reasonably requests in connection with Marriott’s efforts to determine whether any MVW Associate is engaging in fraudulent activity in connection with the Rewards Program.

Section 19. Notices.

(a) Subject to Section 19(b) below, all notices, requests, demands, statements, and other communications required or permitted to be given under the terms of this Agreement will be in writing, in the English language, and delivered by hand against receipt or carried by reputable overnight/international courier service, to the respective party at the following addresses

To Rewards, to:

Marriott Rewards, LLC

00000 Xxxxxxxx Xxxx

Xxxxxxxx, XX 00000

Attention: SVP Marriott Rewards/CRM; Dept. 559MR01

Facsimile: (000) 000-0000

with a copy (which shall not constitute notice) to:

Marriott International, Inc.

00000 Xxxxxxxx Xxxx

Xxxxxxxx, Xxxxxxxx 00000

Attention: Law Department/Lodging Operations

Dept. 52/923.27

Facsimile: (000) 000-0000

To MII, to:

Marriott International, Inc.

00000 Xxxxxxxx Xxxx

Xxxxxxxx, Xxxxxxxx 00000

Attention: Chief Financial Officer

Dept. 52/924.11

Facsimile: (000) 000-0000

with a copy (which shall not constitute notice) to:

Marriott International, Inc.

00000 Xxxxxxxx Xxxx

Xxxxxxxx, Xxxxxxxx 00000

Attention: General Counsel

Dept. 52/923

Facsimile: (000) 000-0000

To MVWC and the Guarantors, to:

Marriott Vacations Worldwide Corporation

0000 Xxxxxxxx Xxxx.

Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

Attention: President & Chief Executive Officer

Facsimile: (000) 000-0000

with a copy (which shall not constitute notice) to:

Marriott Vacations Worldwide Corporation

0000 Xxxxxxxx Xxxx.

Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

Attention: General Counsel

Facsimile: (000) 000-0000

To Marriott Ownership Resorts, Inc., to:

Marriott Ownership Resorts, Inc.

0000 Xxxxxxxx Xxxx.

Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

Attention: President & Chief Executive Officer

Facsimile: (000) 000-0000

with a copy (which shall not constitute notice) to:

Marriott Ownership Resorts, Inc.

0000 Xxxxxxxx Xxxx.

Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

Attention: General Counsel

Facsimile: (000) 000-0000

or at such other address as designated by notice from the respective party to the other parties. Any such notice or communication will be deemed to have been given at the date and time of: (i) receipt or first refusal of delivery if delivered by hand or; (ii) two days after the posting thereof if sent via reputable overnight/international courier service.

(b) The parties may exchange routine information and invoices by regular mail or by e-mail, facsimile, or by making such information available to the other parties on the Internet, an extranet, or other electronic means.

Section 20. Governing Law; Jurisdiction. This Agreement is executed pursuant to, and will be interpreted and construed under the laws of New York, without regard to the conflict of laws provisions of such jurisdiction. Nothing in this Section 20 is intended to invoke the application of any franchise, business opportunity, antitrust, “implied covenant,” unfair competition, fiduciary or any other doctrine of law of the State of New York or any other state which would not otherwise apply absent this Section 20. Each party hereto hereby expressly and irrevocably submits itself to the non-exclusive jurisdiction of the courts of New York for the

purpose of resolving any Disputes under Section 29. So far as is permitted under the laws of New York, this consent to personal jurisdiction will be self-operative.

Section 21. WAIVER OF JURY TRIAL AND PUNITIVE AND EXEMPLARY DAMAGES. THE PARTIES AGREE THAT EACH PARTY HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY AND THE RIGHT TO CLAIM OR RECEIVE SPECIAL, CONSEQUENTIAL, PUNITIVE AND EXEMPLARY DAMAGES IN ANY ARBITRATION, LITIGATION, ACTION, CLAIM, SUIT OR PROCEEDING, AT LAW OR IN EQUITY, ARISING OUT OF, PERTAINING TO OR IN ANY WAY ASSOCIATED WITH THE COVENANTS, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT, THE RELATIONSHIPS OF THE PARTIES HERETO, THIS AGREEMENT, WHETHER AS “MARRIOTT” “GUARANTOR” OR “MVW” OR OTHERWISE OR ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE FOREGOING.

Section 22. Third Party Rights. The provisions of this Agreement are solely for the benefit of the parties hereto, and are not intended to confer upon any person except the parties hereto, any rights or remedies hereunder. There are no third party beneficiaries of this Agreement and this Agreement will not provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 23. Amendment. No agreement of any kind relating to the matters covered by this Agreement will be binding upon any party unless and until the same has been made in a written, non-electronic instrument that has been duly executed by the non-electronic signature of all interested parties. This Agreement may only be amended in a written, non-electronic instrument that has been duly executed by the non-electronic signature of all interested parties and may not be amended or modified by conduct manifesting assent, or by electronic signature, and each party is hereby put on notice that any individual purporting to amend or modify this Agreement by conduct manifesting assent or by electronic signature is not authorized to do so.

Section 24. Approvals, Consents and Waivers. Except as otherwise provided in this Agreement, approvals, designations, and consents required under this Agreement will not be effective unless evidenced by a writing signed by the duly authorized officer or agent of the party giving such approval or consent. No waiver, delay, omission, or forbearance on the part of a party hereto to exercise any right, option or power arising from any default or breach by the other party, or to insist upon strict compliance by the other party with any obligation or condition hereunder, will affect or impair the respective rights of a party hereto, with respect to any such default or breach or subsequent default or breach of the same or of a different kind. Any delay or omission of any party to exercise any right arising from any such default or breach will not affect or impair such party’s rights with respect to such default or breach or any future default or breach. No party will be liable to any other party for providing (or denying) any waiver, approval, consent, or suggestion to such other party in connection with this Agreement or by reason of any delay or denial of any request.

Section 25. Construction and Severability.

(a) Except as expressly provided to the contrary in this Agreement, each section, part, term and/or provision of this Agreement, including Section 31, will be considered severable; and if, for any reason any section, part, term, or provision is determined to be invalid, unenforceable or contrary to, or in conflict with, any existing or future laws, regulations, ordinances, rules, orders, decrees, and requirements of any governmental authority (“Applicable Law”) or by an arbitral tribunal, a court or agency having valid jurisdiction, such will not impair the operation of, or have any other effect upon, such other sections, parts, terms, and provisions of this Agreement as may remain otherwise intelligible, and the latter will continue to be given full force and effect and bind the parties hereto. To the extent possible, such invalid or unenforceable sections, parts, terms, or provisions will be deemed to be replaced with a provision that is valid and enforceable and most nearly reflects the original intent of the invalid or unenforceable provision.

(b) No right or remedy conferred upon or reserved to a party hereto by this Agreement is intended to be, nor will be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each will be cumulative of every other right or remedy.

(c) When this Agreement provides that any party may take or refrain from taking any action or exercise discretion, such as rights of approval or consent, or to modify the Rewards Program or any part of it, or to make other determinations or modifications under this Agreement, such party may do so from time to time.

(d) Unless otherwise stated, references to Sections are to Sections of this Agreement.

(e) Unless otherwise stated, references to Exhibits are to Exhibits to this Agreement, and all of such are incorporated by reference into this Agreement.

(f) Words importing the singular include the plural and vice versa as the context may imply. Words importing a gender include each gender as the context may imply.

(g) Unless otherwise stated, references to days, months, and years are to calendar days, calendar months, and calendar years, respectively.

(h) The words “include,” “included” and “including” will be terms of enlargement or example (meaning that, for instance, “including” will be read as “including but not limited to”) and will not imply any restriction or limitation unless the context clearly requires otherwise.

(i) Captions and section headings are used for convenience only. They are not part of this Agreement and will not be used in construing it.

(j) The Recitals are incorporated in and made part of this Agreement.

Section 26. Independent Contractor. This Agreement does not create a fiduciary relationship between Marriott and MVW. Marriott and MVW are independent contractors, and nothing in this Agreement is intended to constitute either MVW or Marriott as an agent, legal representative, subsidiary, joint venturer, partner, manager, employee, or servant of the other for any purpose. Nothing in this Agreement authorizes any party to make any contract, agreement, warranty, or representation on any other party’s behalf or to incur any debt or other obligation in any other party’s name.

Section 27. Arbitration.

(a) Except as otherwise specified in this Agreement, any dispute, controversy, or claim arising out of or relating to this Agreement, or the making, breach, termination, or invalidity of this Agreement, or the relationship created thereby (a “Dispute”) or any other matter concerning any aspect of the relationship of the parties will be finally settled, by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except as modified herein (the “AAA Rules”), conducted in Washington, D.C.

(b) There will be three (3) arbitrators. If there are only two (2) parties to the arbitration, each of Marriott and MVW will appoint one (1) arbitrator within twenty (20) days after receipt by respondent of a copy of the demand for arbitration. For purposes of this Section 27, Marriott and its Affiliates, on one hand, and MVW and its Affiliates, on the other hand, will each be deemed to be one (1) party. The two (2) party-appointed arbitrators will have twenty (20) days from the appointment of the second (2nd) arbitrator to agree on a third (3rd) arbitrator who will chair the arbitral tribunal. Any arbitrator not timely appointed by the parties under this Section 27(b) will be appointed in accordance with AAA Rule R.11, and in any such procedure, each party will be given a limited number of strikes, excluding strikes for cause.

(c) Any Dispute to be settled by arbitration under this Section 27 will at the request of MVW or Marriott be resolved in a single arbitration before a single tribunal together with any Dispute arising out of or relating to this Agreement or any other agreement (including any other Transaction Agreements) between or among MVW, the Guarantors and their respective Affiliates on the one hand and Marriott or its Affiliates on the other. If there are multiple claimants and/or multiple respondents to the effect that there are more than two (2) parties to the arbitration, all claimants and/or all respondents will attempt to agree upon their respective appointments. If such multiple parties fail to nominate an arbitrator within thirty (30) days, the AAA will appoint an arbitrator on their behalf. In such circumstances, any existing nomination of the arbitrator chosen by the party or parties on the other side of the proposed arbitration will be unaffected, and the remaining arbitrators will be appointed in accordance with AAA Rules R. 12 and R. 13.

(d) Any controversy concerning whether a Dispute is an arbitrable Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation or enforceability of this Section 27 will be determined by the arbitrators.

(e) The decision of the arbitral tribunal will be final and binding upon the parties, and such decision will be enforceable through any courts having jurisdiction. The

arbitral tribunal will have no authority to amend or modify the terms of this Agreement. The arbitral tribunal may award or include in their award any relief they deem proper in the circumstances, including money damages (with Interest on unpaid amounts from the date due), specific performance and legal fees and costs in accordance with this Agreement; however, the arbitral tribunal may not award special, punitive, consequential or exemplary damages. The costs and expenses of arbitration will be allocated and paid by the parties as determined by the arbitral tribunal. The arbitral tribunal will have the authority to make such orders granting interim or provisional relief during the pendency of the arbitration as it deems just and equitable. Any such order will be without prejudice to the final determination of the controversy.

(f) The parties will use their reasonable best efforts to encourage the arbitrators to resolve any arbitration related to any Dispute as promptly as practicable. Subject to Applicable Law, including disclosure or reporting requirements, or the parties’ agreement, the parties will maintain the confidentiality of the arbitration. Unless agreed to by all the parties or required by Applicable Law, including disclosure or reporting requirements, the arbitrators and the parties will maintain the confidentiality of all information, records, reports, or other documents obtained in the course of the arbitration, and of all awards, orders, or other arbitral decisions rendered by the arbitrators.

(g) Any arbitration proceeding under this Agreement will be conducted on an individual (not a class-wide) basis and will not be consolidated with any other arbitration proceedings to which Marriott is a party, except as specified below. No decision on any matter in any other arbitration proceeding in which Marriott is a party will prevent any party to the arbitration proceeding from submitting evidence with respect to the same or a similar matter or prevent the arbitral tribunal from rendering an independent decision without regard to such decision in such other arbitration proceeding.

(h) Marriott or MVW may, without waiving any rights it has under this Agreement, seek from a court having jurisdiction any interim or provisional relief that may be necessary to protect its rights or property.

(i) The provisions of this Section 27 will survive the expiration or termination of this Agreement.

Section 28. Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert for determination, the following provisions shall apply:

(a) The use of an Expert shall be the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction.

(b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such

respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAA. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote.

(c) Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other parties and the other parties shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination is rendered, no party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for herein.

(d) The Expert(s) shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter.

(e) The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

Section 29. Injunctive Relief. Marriott or MVW will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Agreement for which such relief is an available remedy.

Section 30. Costs of Enforcement. If for any reason it becomes necessary for any party to initiate any legal or equitable action to secure or protect its rights under this Agreement, the prevailing party will be entitled to recover all costs incurred by it in successfully enforcing such rights, including reasonable lawyers’ fees.

Section 31. Indemnification.

(a) Each of MVW and Marriott (each, an “Indemnifying Party” as applicable) will, and hereby does, indemnify, defend, and hold harmless the other party and its Affiliates,

their officers, directors, agents and employees, and their respective successors and assigns (each, an “Indemnified Party”), from and against all losses, costs, liabilities, damages, claims, and expenses of every kind and description, including allegations of negligence by such Indemnified Party, to the fullest extent permitted by Applicable Law, and including reasonable lawyers’ fees, arising out of or resulting from any breach by the Indemnifying Party of any representation or warranty or covenant or agreement made by the Indemnifying Party in this Agreement.

(b) MVW or Marriott, as applicable, on behalf of the Indemnified Party, will promptly give notice to the Indemnifying Party of any action, suit, proceeding, claim, demand, inquiry, or investigation related to the foregoing for which the Indemnified Party may seek indemnification hereunder and shall provide the Indemnifying party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 31 except to the extent that the Indemnifying Party is materially prejudiced by such failure. Under no circumstances will an Indemnified Party be required or obligated to seek recovery from third parties or otherwise mitigate its losses in order to maintain a claim for indemnification under this Agreement, and the failure to pursue such recovery or mitigate a loss will in no way reduce the amounts recoverable from an Indemnifying Party by an Indemnified Party hereunder. The parties’ obligations under this Section 31 will survive the termination or expiration of this Agreement.

(c) MVW shall indemnify Marriott and its Affiliates, their officers, directors, agents and employees, and their respective successors and assigns from and against all losses, costs, liabilities, damages, claims, and expenses of every kind and description, arising out of or resulting from fraudulent activity by MVW Associates in connection with the Rewards Program.

Section 32. Reasonable Business Judgment. Unless Marriott has reserved “sole discretion,” Marriott will use its reasonable business judgment when discharging its obligations or exercising its rights or discretion under this Agreement. MVW agrees that Marriott, in the exercise of its reasonable business judgment, may act with the intention to benefit the Rewards Program and Marriott’s business as a whole. MVW will have the burden of establishing that Marriott failed to exercise reasonable business judgment, and neither the fact that Marriott benefited economically from an action nor the existence of other “reasonable” or “commercially reasonable” alternatives will, by themselves, imply such a failure. To the extent that any implied covenant, such as the implied covenant of good faith and fair dealing, or civil law duty of good faith is applied to this Agreement, Marriott and MVW intend that Marriott will not have violated such covenant or duty if Marriott has exercised reasonable business judgment.

Section 33. Counterparts; Authorization of Authority.

(a) This Agreement may be executed in a number of identical counterparts, each of which will be deemed an original for all purposes and all of which will constitute, collectively, one agreement. Delivery of an executed signature page to this Agreement by electronic transmission will be effective as delivery of a manually signed counterpart of this Agreement.

(b) As of the date of this Agreement, this Agreement, including, all exhibits, attachments, and the Transaction Agreements contain the entire agreement between the parties as it relates to the Rewards Program and Rewards Points. This is a fully integrated agreement.

(c) Each party represents, warrants and covenants that: (i) it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it and its Affiliates have and will continue to have the ability to perform its obligations under this Agreement; and (iii) it has and will continue to have all necessary power and authority to execute and deliver this Agreement.

(d) Each party represents, warrants and covenants that the execution and delivery of this Agreement and the performance by such party of its obligations hereunder: (i) have been duly authorized by all necessary action; (ii) subject to Section 17, do not require the consent, vote, or approval of any third parties (including lenders) except for such consents as have been properly obtained; and (iii) do not and will not contravene, violate, result in a breach of, or constitute a default under (A) its certificate of formation, operating agreement, articles of incorporation, by-laws, or other governing documents, (B) any Applicable Law; or (C) subject to Section 17, any agreement, indenture, contract, commitment, restriction or other instrument to which it or any of its Affiliates is a party or by which it or any of its Affiliates is bound.

(e) Each party represents and warrants that all information provided in connection with this Agreement is true, correct and complete as of the time made and as of the Effective Date, regardless of whether such information was provided by such party or one of its Affiliates, or by a third party on behalf of such party, unless such has notified the other party hereto of a change in the information and the other party has approved the change.

Section 34. Guaranty.

(a) Each Guarantor unconditionally and irrevocably guaranties to Marriott that if MVW fails for any reason to perform when due any of its respective obligations to Marriott under this Agreement (the “Obligations”) within the time specified therein, it will without any demand or notice whatsoever promptly pay or perform such Obligations (the “Guaranty”). The Guarantors acknowledge that the Guaranty is a continuing guaranty and may not be revoked and shall not otherwise terminate unless this (i) Agreement has terminated or expired in accordance with Section 11 and (ii) all amounts owing to Marriott by MVW and the Guarantors pursuant to the Obligations have been paid in full. The liability of each Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of MVW or any other Guarantor and a separate action or actions may be brought and prosecuted against any Guarantor, whether or not any action is brought or prosecuted against MVW or any other Guarantor or whether MVW or any other Guarantor is joined in any such action or actions. The Guaranty shall be construed as a continuing, absolute and unconditional guaranty both of performance and of payment (and not merely of collection) without regard to: (i) any modification, amendment or variation in or addition to the terms of any of the Obligations or any covenants in respect thereof or any security therefor, (ii) any extension of time for performance or waiver of performance of any covenant of MVW or any other Guarantor or any failure or omission to enforce any right with regard to or any other indulgence with respect to any of the Obligations, (iii) any exchange, surrender, release of any other guaranty of or security for any of

the Obligations or (iv) any bankruptcy, insolvency, reorganization, or proceeding involving or affecting MVW or any other Guarantor, it being the Guarantor’s intent that the Guarantor’s obligations hereunder shall be absolute and unconditional under any and all circumstances.

(b) Each Guarantor hereby expressly waives diligence, presentment, demand, protest, and all notices whatsoever with regard to any of the Obligations and any requirement that Marriott exhaust any right, power or remedy or proceed against the MVW or any other Guarantor of or any security for any of the Obligations. Each and every default in payment or performance by MVW of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder against any Guarantor as each cause of action arises. Notwithstanding the foregoing, MII hereby acknowledges and agrees that the Guarantors do not waive any defense that an Obligation has already been paid, already been performed, is not due or yet due, or is subject to offset under the terms of this Agreement. For the avoidance of doubt, nothing herein shall obligate any Guarantor to make any payment which is illegal for such Guarantor to have made under any Applicable Law now or hereafter in effect in any jurisdiction applicable to such Guarantor.

(c) It being understood that the intent of Marriott is to obtain a guaranty from each Guarantor, and the intent of each Guarantor is to incur guaranty obligations, in an amount no greater than the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, it is hereby agreed that:

(i) if (A) the sum of the obligations of the Guarantors hereunder (the “Guarantor Obligations”) exceeds (B) the sum (such sum, the “Total Available Net Assets”) of the Maximum Available Net Assets of the Guarantors and MVWC, in the aggregate, then the Guarantor Obligations of each Guarantor shall be limited to the greater of (x) the Total Available Net Assets and (y) the value received by such Guarantor in connection with the incurrence of the Guarantor Obligations to the greatest extent such value can be determined; and

(ii) if, but for the operation of this clause (ii) and notwithstanding clause (i) above, the Guarantor Obligations of any Guarantor hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration such Guarantor’s (A) rights of contribution, reimbursement and indemnity from MVWC and the other Guarantors with respect to amounts paid by such Guarantor in respect of the Obligations (calculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and (B) rights of subrogation to the rights of MII, then the Guarantor Obligations of such Guarantor shall be the largest amount, if any, that would not leave such Guarantor, after the incurrence of such obligations, insolvent or with unreasonable small capital within the meaning of Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, or otherwise make such obligations subject to such avoidance.

Any Person asserting that the Guarantor Obligations of a Guarantor are subject to clause (i) or are avoidable as referenced in clause (ii) shall have the burden (including the burden of production and of persuasion) of proving (x) the extent to which such Guarantor Obligations, by operation of clause (i), are less than the Obligations owed by MVW to Marriott or (y) that, without giving effect to clause (ii), the Guarantor Obligations of such Guarantor hereunder would be avoidable and the extent to which such Guarantor Obligations, by operation of clause (ii), are less than the Obligations of MVW, as the case may be.

Section 35. Currency; Place of Payment.

(a) All amounts payable to MVW or MII or their respective Affiliates under this Agreement or any other Transaction Agreement (including any judgment or arbitral award) must be paid in United States Dollars.

(b) Payments due to any party hereto or their respective Affiliates, unless otherwise agreed, will be paid by wire transfer of immediately available funds, as applicable, in the United States to the accounts designated by the receiving party.

(c) Any amount to be paid or reimbursed under this Agreement to MVW or MII or their respective Affiliates for reimbursable expenses shall be made free and clear and without deduction for any Taxes so that the amount actually received in respect of such payment (after payment of Taxes) equals the full amount stated to be payable in respect of such payment. To the extent any Applicable Law requires or allows deduction, payment or withholding of Taxes to be paid by the paying party directly to a governmental authority, the paying party must account for and pay such amounts promptly and provide to the receiving party receipts or other proof of such payment promptly upon receipt.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, effective as of the Effective Date.


MARRIOTT INTERNATIONAL, INC.

By:
Name:
Title:

MARRIOTT REWARDS, LLC

By:
Name:
Title:

MARRIOTT VACATIONS WORLDWIDE CORPORATION

By:
Name:
Title:

MARRIOTT OWNERSHIP RESORTS, INC.

By:
Name:
Title:

[ADDITIONAL SIGNATURES BLOCKS APPEAR ON THE FOLLOWING PAGE]

SOLELY FOR THE PURPOSES OF THE GUARANTY IN SECTION 34:


MARRIOTT RESORTS HOSPITALITY CORPORATION

By:
Name:
Title:

MVCI ASIA PACIFIC PTE. LTD.

By:
Name:
Title:

MVCO SERIES LLC

By:
Name:
Title:

Exhibit A

POINTS ISSUED

RATE

•

For Exchange/Sales Uses

The MVW charge per 1,000 Rewards Points is an amount equal to (i) the MHR Funding Rate (as defined below), increased or decreased, as applicable, by (ii) the difference in the MI Breakage Rate and the MVW Breakage Rate and increased or decreased, as applicable, by (iii) the MVW Redemption Premium (this rate, the “MVW Base Funding Rate”).

For the three fiscal year period beginning on December 31, 2011, the funding rate for MHR Hotels (the “MHR Funding Rate”) is calculated by dividing Rewards Points funding received for the MHR Brand from (i) Rewards Points issued at the standard chargeout rate (“Standard Points”) and (ii) Bonus Points (as defined below), by the number of Rewards Points issued in each of these categories over the previous four year period (fiscal year 2008 through fiscal year 2011) (“MHR Funding Points”). The MHR Funding Rate will be recalculated every three fiscal years based on the MHR Funding Points issued in the most recently completed Measuring Period in the formula set forth above, and such recalculated amount shall be used for the following three fiscal years.

To the extent either the standard chargeout rate or the Bonus Point Funding Rate (as defined below) used in the calculation of the MHR Funding Rate is changed at any time during the term of this Agreement, the MHR Funding Rate shall be changed accordingly (such adjusted rate, the “Adjusted MHR Funding Rate”), and the MVW Base Funding Rate will be recalculated accordingly effective as of the same date the new standard chargeout rate becomes effective. The recalculated MVW Base Funding Rate would be equal to (i) the Adjusted MHR Funding Rate increased or decreased, as applicable, by (ii) the difference in the MI Breakage Rate and the MVW Breakage Rate and increased or decreased, as applicable, by (iii) the MVW Redemption Premium. For clarification, the MI Breakage Rate, MVW Breakage Rate and MVW Redemption Premium used for such calculation shall be those used in the most recent calculation of the MVW Base Funding Rate.

The Adjusted MHR Funding Rate shall be calculated by dividing Rewards Points funding that would have been

Exhibit A – Page 1

POINTS ISSUED

RATE

received during the Measuring Period for the MHR Brand from (i) Standard Points issued at the standard chargeout rate (which rate shall be the changed standard chargeout rate, if applicable) and (ii) Bonus Points issued at the Bonus Points Funding Rate (which rate shall be the changed Bonus Points Funding Rate, if applicable), by the number of MHR Funding Points. For clarification, the Standard Points, Bonus Points and MHR Funding Points used for such calculation shall be those used in the most recent calculation of the MHR Funding Rate.

“Measuring Period” is defined as follows: (i) for the first 3 years of the term of this Agreement, the Measuring Period is the period from fiscal 2008 through fiscal 2011 and (ii) for each subsequent 3 year period during the term of this Agreement, the Measuring Period is the 3 fiscal year period that ends as of the day preceding the first day of such subsequent 3 year period.

The “MVW Breakage Rate” is the MVW breakage rate as determined in the Marriott liability calculation. The Marriott liability calculation determines an estimated lifetime usage of Rewards Points issued for Exchanges/Sales Uses through an analysis of historical point usage by year. The most recent years in the analysis are used to calculate a weighted average of redemption use for the life of the Rewards Points issued for Exchanges/Sales Uses, which is used to project future usage of Rewards Points issued for Exchanges/Sales Uses by year. From this projected usage by year, an aggregate “Ultimate Redemption Ratio” (the “URR”) is developed. The MVW Breakage Rate is equal to 100% minus the URR.

For the three fiscal year period beginning on December 31, 2011 the “MVW Redemption Premium” will be the difference between (x) (i) the actual redemption costs per Rewards Point redeemed by MVW customers (other than Rewards Points redeemed for hotel stays) over the previous four year period (fiscal year 2008 through fiscal year 2011), plus (ii) 105% of the actual redemption costs of Rewards Points redeemed by MVW customers for hotel stays plus (iii) related overhead costs and (y) the MHR Funding Rate adjusted by the MVW Breakage Rate.

The MVW Redemption Premium will be recalculated every three fiscal years by using the actual redemption costs for the most recently completed prior three fiscal years in the

Exhibit A – Page 2


POINTS ISSUED		RATE
		formula set forth above and such recalculated amount shall be used for the following three fiscal years. The MVW Breakage Rate will be recalculated every three fiscal years based on the relative breakage experience for MVW and the Rewards Program during the most recently completed fiscal year, and such recalculated amount shall be used for the following three fiscal years.

•	All Permitted Uses other than Qualifying Stays and Exchange/Sales Uses	The rate charged to MHR Hotels for Rewards Points issued other than for hotel stays or Rewarding Events (referred to as “Bonus Points”) at the time such Rewards Points are issued (such rate, the “Bonus Point Funding Rate”).

•	Qualifying Stays	The standard chargeout rate for purchasing Rewards Points or Airline Miles charged to MHR Hotels for hotel stays at the time such Rewards Points or Airline Miles are issued.

Exhibit A – Page 3

Schedule 1(e)

Exempted MVW Properties

1.	Marriott’s StreamSide Birch at Vail, Colorado

2.	Marriott’s StreamSide Xxxxxxx at Vail, Colorado

3.	Marriott’s StreamSide Evergreen at Vail, Colorado

4.	00 Xxxx Xxxxxx – Grand Residences by Marriott, London, England

5.	Marriott Vacation Club at The Empire Place, Bangkok, Thailand

6.	Marriott Vacation Club at The Buckingham, Macau, China

Schedules – Page 1

Schedule 3(b)

Cost of Outstanding Unused Certificates

To determine the cost of outstanding Certificates, Marriott values the Certificates expected to be redeemed in the next 13 periods.

A list of hotel certificates issued in the last 13 periods is obtained from IR. An estimated usage is assigned based upon data from the prior 13 periods, to determine the number of certificates expected to be redeemed. After deducting certificates that have already been redeemed, the remaining certificates are valued based upon historical costs from the last 13 periods.

Schedules – Page 2

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Form of MARRIOTT REWARDS AFFILIATION AGREEMENT by and among MARRIOTT INTERNATIONAL, INC., MARRIOTT REWARDS, LLC, MARRIOTT VACATIONS WORLDWIDE CORPORATION and MARRIOTT OWNERSHIP RESORTS, INC. Dated as of [ ], 2011

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