FORM OF GUARANTEE AND COLLATERAL AGREEMENT made by MARRIOTT VACATIONS WORLDWIDE CORPORATION, MARRIOTT OWNERSHIP RESORTS, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of October 19, 2011Guarantee and Collateral Agreement • October 19th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 19, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of October 19, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MARRIOTT VACATIONS WORLDWIDE CORPORATION (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC. (the “Borrower”), the Lenders and the Administrative Agent.
FORM OF LICENSE, SERVICES AND DEVELOPMENT AGREEMENT BETWEEN THE RITZ-CARLTON HOTEL COMPANY, L.L.C. AND MARRIOTT VACATIONS WORLDWIDE CORPORATION FOR RITZ- CARLTON PROJECTSSublicense Agreement • October 19th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
This License, Services, and Development Agreement (“License Agreement” or “Agreement”) is effective as of the day of , 2011 (“Effective Date”) by The Ritz-Carlton Hotel Company, L.L.C., a Delaware limited liability company (“Licensor”) and Marriott Vacations Worldwide Corporation, a Delaware corporation (“Licensee”).
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 [ ], 2011Rewards Affiliation Agreement • October 19th, 2011 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others) • New York
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.
