Exhibit 2.1

AMENDED AND RESTATED SEPARATION AGREEMENT

by and among

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,

VISTANA SIGNATURE EXPERIENCES, INC.,

and

INTERVAL LEISURE GROUP, INC.

(for the purposes set forth herein)

Dated as of April 18, 2016

TABLE OF CONTENTS

i

ii

SCHEDULES

ANNEXES

Annex A — Capital Spend Schedule and Principles

Annex B — Cash Flow Schedule and Principles

Annex C — Purchased Entities Valuation Schedule and Principles

Annex D — Cash Accounts Balance

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AMENDED AND RESTATED SEPARATION AGREEMENT

THIS AMENDED AND RESTATED SEPARATION AGREEMENT, dated as of April 18, 2016 (this “Agreement”), is entered into by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation and the sole stockholder of Vistana (“Starwood”), Vistana Signature Experiences, Inc., a Delaware corporation and a wholly-owned Subsidiary of Starwood (“Vistana”) and, solely for purposes of Section 2.1(a), Section 2.2(b), Section 2.4(a), Section 3.4, Section 4.3(c), Section 4.3(e), Section 4.4 (other than Section 4.4(c)), Section 4.5(b), Section 6.10, Section 6.11, Section 7.7(c) and Section 7.9 prior to the Effective Time, and for all purposes after the Effective Time, Interval Leisure Group, Inc., a Delaware corporation (“ILG”).  Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”  Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.

RECITALS

WHEREAS, Starwood, acting through itself and its direct and indirect Subsidiaries, currently conducts the Vistana Business and the Starwood Business;

WHEREAS, the board of directors of Starwood (“Starwood Board”) has determined that it is appropriate, desirable and in the best interests of Starwood and its stockholders to separate the Vistana Business from the Starwood Business;

WHEREAS, Starwood has caused Vistana to be formed in order to facilitate the separation of the Vistana Business from the Starwood Business;

WHEREAS, Starwood currently owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of Vistana (the “Vistana Common Stock”);

WHEREAS, each of Starwood and Vistana has determined that it would be appropriate and desirable (a) for Starwood and certain of its Subsidiaries to contribute and transfer to Vistana and certain of its Subsidiaries, and Vistana and certain of its Subsidiaries to accept and assume, the Vistana Assets (other than the Purchased Assets (defined below)) and Vistana Assumed Liabilities (other than the Liabilities related to the Purchased Assets) and (b) for Vistana to issue additional shares of Vistana Common Stock to Starwood, calculated in accordance with the Merger Agreement as further described herein (the “Internal Reorganization”);

WHEREAS, immediately prior to the Distribution (defined below) on the Distribution Date, ILG will cause one or more of the ILG Subsidiaries to, purchase (the “Asset Purchase”) from the applicable indirect Subsidiaries of Starwood, and Starwood will cause each such applicable Subsidiary to, sell, convey, transfer, assign and deliver to one or more of ILG’s Subsidiaries (collectively, “ILG Subsidiary Buyer”), all of such Starwood Subsidiary’s right, title and interest in, to and under the assets and entities required to be purchased by ILG Subsidiary Buyer pursuant to Section 6.10 (the “Purchased Assets”) for the respective purchase prices set forth therein (the aggregate purchase price payable by ILG Subsidiary Buyer pursuant to Section 6.10(c), the “Asset Purchase Price”);

WHEREAS, Starwood and Vistana contemplate that, following the Internal Reorganization and the Asset Purchase, Starwood will either (a) distribute all of the shares of Vistana Common Stock to holders of Starwood Common Stock and Partnership Unitholders without consideration on a pro rata basis (the “One-Step Spin-Off”) or (b) consummate an offer to exchange (the “Exchange Offer”) shares of Vistana Common Stock for currently issued and outstanding shares of Starwood’s common stock, par value $0.01 per share (“Starwood Common Stock”), and, in the event that Starwood’s stockholders subscribe for less than all of the Vistana Common Stock in the Exchange Offer, Starwood will distribute, on a pro rata basis to holders of Starwood Common Stock and Partnership Unitholders, any unsubscribed Vistana Common Stock on the Distribution Date immediately following the consummation of the Exchange Offer so that Starwood will be treated for U.S. federal income Tax purposes as having distributed all of the Vistana Common Stock to its stockholders (the “Clean-Up Spin-Off”);

WHEREAS, the disposition by Starwood of 100% of the Vistana Common Stock, whether by way of the One-Step Spin-Off or the Exchange Offer (followed by any Clean-Up Spin-Off), is referred to herein as the “Distribution”;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of October 27, 2015 (the “Merger Agreement”), by and among Starwood, Vistana, Interval Leisure Group, Inc., a Delaware corporation (“ILG”), and Iris Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of ILG (“Merger Sub”), immediately following the Distribution, Merger Sub will merge with and into Vistana, with Vistana surviving as the surviving corporation (the “Merger”) and Vistana Common Stock will be converted into shares of common stock of ILG, on the terms and subject to the conditions of the Merger Agreement;

WHEREAS, it is a condition to the Merger that, prior to the Effective Time, the Internal Reorganization, the Asset Purchase and the Distribution be consummated in accordance herewith;

WHEREAS, the Parties intend that the execution of this Agreement and the Merger Agreement evidence a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulation Section 1.368-2(g);

WHEREAS, the Parties intend in this Agreement to set forth the principal arrangements between them regarding the Internal Reorganization, the Asset Purchase and the Distribution, and certain other agreements that will, following the Distribution, govern certain matters relating to the Internal Reorganization, the Asset Purchase and the Distribution and the relationship of Starwood, Vistana and their respective Subsidiaries; and

WHEREAS, the Parties desire to amend and restate the Original Separation Agreement in its entirety with this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree that the Original Separation Agreement is hereby amended and restated in its entirety as follows:

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ARTICLE I
DEFINITIONS

As used herein, the following terms have the following meanings:

“Action” has the meaning set forth in the Merger Agreement.

“Additional Payment Amount” means $100,000,000.

“Affiliate” means, with respect to any Person, any other Person (other than any Association) that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, through one or more intermediaries or otherwise; provided, however, that for purposes of this Agreement, from and after the Distribution Date, no member of the Starwood Group shall be deemed an Affiliate of any member of the ILG Group or the Vistana Group, and no member of the ILG Group or the Vistana Group shall be deemed an Affiliate of any member of the Starwood Group; and provided, further, that Liberty Interactive Corporation and its Affiliates shall not be considered Affiliates of Vistana and its Affiliates solely by virtue of their ownership of the common stock of ILG so long as they own no more than 35% of the common stock of ILG.

“Agent” has the meaning set forth in the Merger Agreement.

“Ancillary Agreements” means the Employee Matters Agreement, the Tax Matters Agreement, the License Agreement, the Noncompetition Agreement, the SPG Affiliation Agreement, the Transition Services Agreement and any other instruments, assignments, documents and agreements executed on the Distribution Date or otherwise in connection with the implementation of the transactions contemplated by this Agreement and including all annexes, exhibits, schedules, attachments and appendices thereto.

“Ancillary Amenities” means amenities of Vacation Ownership Properties (e.g., country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops) located at or in the general vicinity of Vacation Ownership Properties, and businesses that are ancillary to the foregoing activities (e.g., travel insurance), all of which are associated with Vacation Ownership Interests.

“Assets” means all assets, properties claims and rights of any kind, nature and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, and wherever situated and whether or not recorded or reflected, or required to be recorded or reflected, on the books of any Person.

“Association” has the meaning set forth in the Merger Agreement.

“Business Day” has the meaning set forth in the Merger Agreement.

“Capital Spend” means the total amount actually spent by Starwood and its Affiliates (including the Vistana Entities) with respect to the Vistana Business using the line items under the heading “Capital Spend” as set forth in Annex A.

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“Cash Accounts Balance” means the aggregate amount of cash held by the Vistana Entities set forth on Annex D as of the Distribution on the Distribution Date, excluding the amount of the Mexican Distributions.

“Cash Flow” means the operating cash flow of the Vistana Business for the relevant period using the line items under the heading “Operating Cash Flow” as set forth in Annex B.

“Closing Date” has the meaning set forth in the Merger Agreement.

“Code” has the meaning set forth in the Merger Agreement.

“Competition Law” has the meaning set forth in the Merger Agreement.

“Confidentiality Agreements” has the meaning set forth in the Merger Agreement.

“Consent” has the meaning set forth in the Merger Agreement.

“Contract” or “agreement” means any Contract as defined in the Merger Agreement, other than any Starwood Benefit Plan, Vistana Benefit Plan or ILG Benefit Plan.

“Deficit” means the amount, if any, by which the Post-3-31 Capital Spend exceeds the Post-3-31 Cash Flow.

“Distribution Date” means the date selected by the Starwood Board or its designee for the Distribution to occur, through a One-Step Spin-Off or an Exchange Offer followed by the Clean-Up Spin-Off (if necessary).

“Distribution Date Payment” means an amount in cash equal to, without duplication or interest, and as adjusted (with respect to clauses (e), (f), (h) and (i)) in accordance with Section 3.4: (a) the Additional Payment Amount, plus (b) the Vistana Transaction Expenses, plus (c) the Vistana Separation Expenses, plus (d) the Target Cash Flow Total Amount, plus (e) the amount, if any, by which the Estimated Pre-3-31 Capital Spend exceeds the Target Pre-3-31 Capital Spend, less (f) the amount, if any, by which the Target Pre-3-31 Capital Spend exceeds the Estimated Pre-3-31 Capital Spend, less (g) $28,000,000, and, only if the Distribution Date occurs after March 31, 2016, (h) less the amount of the Estimated Surplus or plus the amount of the Estimated Deficit, as applicable, plus (i) the Estimated Cash Accounts Balance.

“Effective Time” has the meaning set forth in the Merger Agreement.

“Employee Matters Agreement” means the Employee Matters Agreement entered into on the Execution Date, by and among Starwood, Vistana and ILG, as amended by that certain Amendment to Employee Matters Agreement, dated as of the date hereof, by and among Starwood, Vistana and ILG, the form of which is attached hereto as Exhibit A.

“Exchange Act” has the meaning set forth in the Merger Agreement.

“Exchange Program” means any method, arrangement, program or procedure for the voluntary exchange by Owners of the right to use and occupy Vacation Ownership Units for the right to use, occupy or benefit from other accommodations, facilities, programs or services.

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“Execution Date” means October 27, 2015.

“Final Determination” has the meaning set forth in the Tax Matters Agreement.

“GAAP” has the meaning set forth in the Merger Agreement.

“Governmental Authority” has the meaning set forth in the Merger Agreement.

“Group” means the Starwood Group, the Vistana Group or the ILG Group, as the context requires.

“HSR Act” has the meaning set forth in the Merger Agreement.

“Information” means information, including books and records, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Initial Valuation Report” means that certain January 31, 2016 valuation report setting forth the fair market value of each of the Purchased Entities prepared by KPMG and delivered to ILG and Vistana prior to the date hereof.

“Insurance Proceeds” means those monies: (a) received by an insured from any insurance carrier or program; (b) paid by any insurance carrier on behalf of an insured or program; or (c) received (including by way of set-off) from any third party in the nature of insurance, contribution or indemnification in respect of any Liability, in each case, net of any deductible or retention amount or any other third-party costs or expenses incurred by the Indemnitor in obtaining such recovery, including any increased insurance premiums.

“Intercompany Agreements” means Contracts between or among any Vistana Entity, on the one hand, and any Starwood Entity, on the other hand, a list of which is set forth on Schedule I.

“Interests” has the meaning set forth in the Merger Agreement.

“ILG Benefit Plan” has the meaning set forth in the Merger Agreement.

“ILG Business” has the meaning set forth in the Merger Agreement.

“ILG Group” means ILG and each of its Subsidiaries, including, after the Effective Time, the Vistana Group.

“IRS” has the meaning set forth in the Merger Agreement.

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“Law” has the meaning set forth in the Merger Agreement.

“Liabilities” means any and all debts, obligations and other liabilities, including all contractual obligations, whether absolute or contingent, inchoate or otherwise, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any pending, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any such pending, threatened or contemplated Action), any Law, order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person.

“License Agreement” means the License, Services and Development Agreement to be entered into at or prior to the Effective Time by and among Starwood, Vistana and ILG, substantially in the form attached hereto as Exhibit B.

“Lien” has the meaning set forth in the Merger Agreement.

“Los Cabos Project” means the renovation and remediation of the Westin Resort & Spa Los Cabos.

“Maximum Purchased Note Purchase Price” means the sum of (a) a principal amount equal to $30,000,000 less any amounts paid on such principal amount from January 31, 2016 through the Distribution Date plus (b) all accrued and unpaid interest on the amount in clause (a) of this definition from January 31, 2016 through the Distribution Date.

“Mexican Distributions” means dividend distributions and/or capital redemptions declared prior to the consummation of the Asset Purchase by Hotel Cabos K.22.5.S. de R.L. de C.V., Hoteles Cancún K20 S. de R.L. de C.V., Hoteles Vallarta 205 S. de R.L. de C.V.,and/or Turistica Cancún S. de R.L. de C.V. to its shareholders of record on such date of declarations, but paid after consummation of the Asset Purchase, and the amount of any Mexican corporate dividend tax attributable to such dividend distributions and/or capital redemptions.

“Mexico Entities Purchase Price” means the aggregate Estimated Entity FMVs of the Mexico Entities.

“Noncompetition Agreement” means the Noncompetition Agreement to be entered into at or prior to the Effective Time by and between Starwood and Vistana, substantially in the form attached hereto as Exhibit C.

“Organizational Documents” has the meaning set forth in the Merger Agreement.

“Original Separation Agreement” means the Separation Agreement, dated as of the Execution Date, among the Parties.

“Owner” has the meaning set forth in the Merger Agreement.

“Partnership” has the meaning set forth in the Merger Agreement.

“Partnership Unitholder” has the meaning set forth in the Merger Agreement.

“Person” has the meaning set forth in the Merger Agreement.

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“Post-3-31 Capital Spend” means the total amount of Capital Spend from April 1, 2016 through the Distribution Date.

“Post-3-31 Cash Flow” means the total amount of Cash Flow from April 1, 2016 through the Distribution Date.

“Pre-3-31 Capital Spend” means the total amount of Capital Spend from October 1, 2015 through the earlier of March 31, 2016 and the Distribution Date.

“Record Date” means the close of business on the date to be determined by the Starwood Board as the record date for determining stockholders of Starwood and Partnership Unitholders entitled to receive shares of Vistana Common Stock in the Distribution, to the extent the Distribution is effected through a One-Step Spin-Off, or in connection with any Clean-Up Spin-Off.

“Record Holders” means the holders of Starwood Common Stock and the Partnership Unitholders on the Record Date but shall not include any holder of unvested restricted shares granted under the Starwood Stock Plans solely with respect to such restricted shares.

“Representative” has the meaning set forth in the Merger Agreement.

“SEC” has the meaning set forth in the Merger Agreement.

“Securities Act” has the meaning set forth in the Merger Agreement.

“SPG Affiliation Agreement” means the Starwood Preferred Guest Affiliation Agreement to be entered into at or prior to the Effective Time by and among Starwood, Preferred Guest Inc. and Vistana, substantially in the form attached hereto as Exhibit D.

“Starwood Assets” means:

(a)                                 the Starwood Transferred Assets;

(b)                                 all Interests of the Subsidiaries of Starwood (other than any Vistana Entity) immediately prior to the Effective Time (after giving effect to the Internal Reorganization and the Asset Purchase) and all Interests of any other Person (other than any Vistana Entity) owned by any Starwood Entity immediately prior to the Effective Time (after giving effect to the Internal Reorganization and the Asset Purchase);

(c)                                  all Assets reflected as assets of Starwood and the other Starwood Entities on the Starwood Balance Sheet and any Assets acquired by or for Starwood or any other Starwood Entity subsequent to the date of the Starwood Balance Sheet that, had they been acquired on or before such date and owned as of such date, would have been reflected on the Starwood Balance Sheet if prepared on a consistent basis, after taking into account any dispositions of any such Assets subsequent to the date of the Starwood Balance Sheet; and

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(d)                                 all other Assets owned or held immediately prior to the Effective Time (after giving effect to the Internal Reorganization and the Asset Purchase) by Starwood or any of its Subsidiaries (excluding, for the avoidance of doubt, Vistana and its Subsidiaries).

For the avoidance of doubt, the Starwood Assets shall include all assets of or relating to any Starwood Benefit Plan (other than any Vistana Benefit Plan), except to the extent expressly transferred to the ILG Group (including the Vistana Entities) under the Employee Matters Agreement, but shall not include the Vistana Assets or any items expressly governed by the Tax Matters Agreement.

“Starwood Assumed Liabilities” means the Liabilities listed in Schedule II and the Liabilities expressly assumed by or assigned to the Starwood Group under the Employee Matters Agreement.

“Starwood Balance Sheet” means the pro forma consolidated balance sheet of Starwood, including the notes thereto, as of the same date as the Vistana Balance Sheet, that Starwood will file with the SEC following the Distribution and that gives effect to the Internal Reorganization, the Asset Purchase and the Distribution.

“Starwood Benefit Plan” has the meaning set forth in the Merger Agreement.

“Starwood Business” means all businesses conducted by Starwood and its Subsidiaries and any other businesses or operations conducted through the use of the Starwood Transferred Assets, in each case, other than the Vistana Business.

“Starwood Entities” means the members of the Starwood Group.

“Starwood Group” means Starwood and each of its Subsidiaries, but excluding any member of the Vistana Group.

“Starwood Indemnitees” means Starwood, its Affiliates, and all Persons who are or have been stockholders, directors, partners, managers, managing members, officers, agents or employees of Starwood or any of its Affiliates (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns.

“Starwood Liabilities” means the Liabilities of the Starwood Group (other than Taxes as provided for in the Tax Matters Agreement), including all Liabilities reflected as Liabilities of Starwood and the other Starwood Entities on the Starwood Balance Sheet and any Liabilities of Starwood or any other Starwood Entity accrued subsequent to the date of the Starwood Balance Sheet that, had they accrued on or before such date and been outstanding as of such date, would have been reflected on the Starwood Balance Sheet if prepared on a consistent basis, after taking into account the satisfaction of any such Liabilities subsequent to the date of the Starwood Balance Sheet and the Starwood Assumed Liabilities, but excluding the Vistana Assumed Liabilities.

“Starwood Stock Plans” has the meaning set forth in the Employee Matters Agreement.

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“Starwood Transferred Assets” means the Assets listed in Schedule III and any Asset transferred to the Starwood Group by the Vistana Group under the Employee Matters Agreement.

“Subsidiary” has the meaning set forth in the Merger Agreement.

“Surplus” means the amount, if any, by which the Post-3-31 Cash Flow exceeds the Post-3-31 Capital Spend.

“Target Cash Flow Total Amount” means $30,000,000.

“Target Pre-3-31 Capital Spend” means the total amount of Capital Spend from October 1, 2015 through the earlier of March 31, 2016 and the Distribution Date as set forth on Annex A (prorated for any partial month in which the date on which the end of such period occurs based on the number of days elapsed from the first day of the month in which the date on which the end of such period occurs).

“Tax” or “Taxes” has the meaning set forth in the Tax Matters Agreement.

“Tax Benefit” has the meaning set forth in the Tax Matters Agreement.

“Tax Cost” has the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement to be entered into at or prior to the Effective Time by and among Starwood, Vistana and ILG, substantially in the form attached hereto as Exhibit E.

“Tax Return” has the meaning set forth in the Tax Matters Agreement.

“Transactions” has the meaning set forth in the Tax Matters Agreement.

“Transition Services Agreement” means the Transition Services Agreement to be entered into at or prior to the Effective Time by and between Starwood and Vistana, substantially in the form attached hereto as Exhibit F.

“Vacation Ownership Interests” has the meaning set forth in the Merger Agreement.

“Vacation Ownership Property” means a property that includes Vacation Ownership Units, including (a) all improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances (including the property building and all operating systems) located at the site of the property and (b) all furniture, fixtures, equipment, supplies and inventories installed or located in such improvements at the site of the property.

“Vacation Ownership Unit” means a physical unit used for overnight accommodation as part of a Vacation Ownership Interest.

“Vistana Assets” means:

(a)                                 the Vistana Transferred Assets;

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(b)                                 all Interests of the Vistana Subsidiaries immediately prior to the Effective Time (after giving effect to the Internal Reorganization and the Asset Purchase) and all Interests of any other Person owned by any Vistana Entity immediately prior to the Effective Time (after giving effect to the Internal Reorganization and the Asset Purchase);

(c)                                  (i) all Assets reflected as assets of Vistana and the other Vistana Entities on the Vistana Balance Sheet and (ii) any Assets acquired by or for Vistana or any other Vistana Entity subsequent to the date of the Vistana Balance Sheet that, had they been acquired on or before such date and owned as of such date, would have been reflected on the Vistana Balance Sheet if prepared on a consistent basis, after taking into account any dispositions of any such Assets subsequent to the date of the Vistana Balance Sheet; and

(d)                                 all other Assets not expressly covered in clauses (a) through (c) of this definition of “Vistana Assets” that are owned, in whole or in part, by Vistana or any Vistana Entity, but not owned in part by any Starwood Entity immediately prior to the Effective Time (after giving effect to the Internal Reorganization and the Asset Purchase).

For the avoidance of doubt, the Vistana Assets shall not include the Starwood Assets or any items expressly governed by the Tax Matters Agreement or licensed to Vistana under the License Agreement.

“Vistana Assumed Liabilities” means the Liabilities listed in Schedule IV, the Liabilities relating to the Vistana Assets, and the Liabilities expressly assumed by or assigned to the Vistana Group under the Employee Matters Agreement.

“Vistana Balance Sheet” means the pro forma consolidated balance sheet of Vistana, including the notes thereto, included in the final version of the Vistana Registration Statement, which balance sheet shall give effect to the Internal Reorganization and the Distribution and shall be prepared on a consistent basis with the June 30, 2015 consolidated balance sheet of Vistana attached to the Merger Agreement pursuant to Section 5.08(a) thereof, other than with respect to adjustments to such balance sheet that are intended to reflect transactions effected by the Vistana Entities in the ordinary course of business between June 30, 2015, and the date of the pro forma consolidated balance sheet included in the final version of the Vistana Registration Statement.  The Vistana Balance Sheet shall include the Purchased Assets.

“Vistana Benefit Plan” has the meaning set forth in the Merger Agreement.

“Vistana Business” means (a) the business of (i) developing, marketing, managing, and operating Vacation Ownership Properties; (ii) developing, selling, marketing, managing, operating and financing Vacation Ownership Interests and Vacation Ownership Units; (iii) developing, selling, marketing and operating Exchange Programs; (iv) managing rental programs associated with Vacation Ownership Interests; (v) establishing and operating sales facilities for Vacation Ownership Interests; (vi) managing the Owner services related to Vacation Ownership Interests; (vii) servicing purchase money loans for Vacation Ownership Interests; and (viii) managing or operating the Ancillary Amenities of Vacation Ownership Properties, (b) any other business conducted by any member of the Vistana Group and (c) any

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other business conducted primarily through the use of Vistana Assets, whether before, at or after the Business Transfer Time.

“Vistana Confidentiality Agreement” has the meaning set forth in the Merger Agreement.

“Vistana Entities” means the members of the Vistana Group after giving effect to the Internal Reorganization and the Asset Purchase, including Vistana and the entities listed in item 1 of Schedule V.

“Vistana Group” means (a) Vistana and each Person that would be a direct or indirect Subsidiary of Vistana after giving effect to the Internal Reorganization and immediately prior to the Effective Time and (b) the Purchased Entities; provided, that the ILG Group shall be deemed to be members of the Vistana Group as of the Effective Time, except as otherwise expressly provided for herein.

“Vistana Indemnitees” means Vistana, its Affiliates, and all Persons who are or have been stockholders, directors, partners, managers, managing members, officers, agents or employees of Vistana or any of its Affiliates (in each case, in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns.

“Vistana Liabilities” means the Liabilities of the Vistana Group (other than Taxes as provided for in the Tax Matters Agreement), including all Liabilities reflected as Liabilities of Vistana and the other Vistana Entities on the Vistana Balance Sheet and any Liabilities of Vistana or any other Vistana Entity accrued subsequent to the date of the Vistana Balance Sheet that, had they accrued on or before such date and been outstanding as of such date, would have been reflected on the Vistana Balance Sheet if prepared on a consistent basis, after taking into account the satisfaction of any such Liabilities subsequent to the date of the Vistana Balance Sheet, the Vistana Assumed Liabilities, and Liabilities related to the Vistana Benefit Plans, but excluding the Starwood Assumed Liabilities.

“Vistana Separation Expenses” means those expenses, in an amount which shall not exceed $10,000,000 (except as set forth in Section 6.11), to the extent incurred by Starwood or its Affiliates on behalf of the Vistana Group in connection with the transactions contemplated by this Agreement after October 1, 2015 and prior to the Distribution, including information technology separation and standalone costs, human resources separation consultants, Separation Management Office separation consultants, tax separation consultants and other legal and separation costs.  For the avoidance of doubt, except as set forth in Section 6.11, (i) for purposes of the calculating the Distribution Date Payment, Vistana Separation Expenses shall equal $10,000,000, and (ii) no member of the Vistana Group shall be responsible for any other separation expenses incurred by Starwood or its Affiliates.

“Vistana Subsidiaries” means (a) all direct and indirect Subsidiaries of Vistana, after giving effect to the Internal Reorganization and (b) the Purchased Entities.

“Vistana Transaction Expenses” means those expenses, in an amount which in no event shall exceed $20,000,000, and which include, without duplication, the amount of all out-of-

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pocket fees and expenses incurred prior to the Effective Time by Starwood or Vistana or their Affiliates in connection with the transactions contemplated by this Agreement and the Merger Agreement or otherwise relating to the negotiation, preparation or execution of this Agreement and the Merger Agreement or any document or agreement contemplated hereby or thereby or the performance or consummation of the transactions contemplated hereby or thereby, including (A) any fees and expenses associated with obtaining necessary or appropriate waivers, consents or approvals of any Governmental Authority or any other third Person; (B) any fees or expenses associated with obtaining the release and termination of any Liens; (C) all brokers’ or finders’ fees; (D) fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and experts; (E) all sale, “stay-around,” retention, or similar bonuses or payments to current or former directors, officers, managers, employees or consultants to be paid as a result of or in connection with the transactions contemplated by this Agreement and the Merger Agreement; and (F) the cost of the directors’ and officers’ liability insurance policy to the extent obtained by Starwood pursuant to Section 7.08(b) of the Merger Agreement.  For the avoidance of doubt, “Vistana Transaction Expenses” shall not include any fees or expenses (a) the treatment of which is addressed in the Tax Matters Agreement or Employee Matters Agreement, (b) contemplated to be paid by ILG or its Affiliates pursuant to this Agreement or the Merger Agreement or any document or agreement contemplated hereby or thereby or the performance or consummation of the transactions contemplated hereby or thereby or (c) incurred by the Vistana Entities after the Effective Time. For the avoidance of doubt, (i) for purposes of the calculating the Distribution Date Payment, Vistana Transaction Expenses shall equal $20,000,000, and (ii) no member of the Vistana Group shall be responsible for any other transaction expenses incurred by Starwood or its Affiliates in connection with the transactions contemplated by this Agreement and the Merger Agreement or incurred by the Vistana Entities prior to the Effective Time.

“Vistana Transferred Assets” means the Assets listed in Schedule V and any Asset transferred to the Vistana Group by the Starwood Group under the Employee Matters Agreement.

“WSJ Purchase Price” means the Estimated Entity FMV of WSJ.

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TERMS DEFINED IN THIS AGREEMENT

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ARTICLE II
THE INTERNAL REORGANIZATION

Section 2.1                                    Internal Reorganization.  Except as provided in Section 2.2(b) and subject to the terms and conditions of this Agreement and effective as of the Business Transfer Time, to the extent not previously effected, the Parties shall:

(a)                                 cause the Internal Reorganization to be completed, subject to Section 2.2(b), in all respects in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure, the “Step Plan”); provided, that Starwood may implement the Internal Reorganization hereunder in any other manner that Starwood determines is necessary, appropriate, advisable or desirable; provided, further, that Starwood shall (i) provide ILG and Vistana with at least seventy-two (72) hours’ notice prior to any change in the implementation of the Internal Reorganization other than as contemplated by the Step Plan, (ii) consider in good faith any comments regarding such proposed changes provided by ILG or Vistana in writing within forty-eight (48) hours after receipt of such notice, and (iii) reimburse and indemnify ILG and Vistana for any incremental costs or liabilities incurred by any member of the Vistana Group as a result of any change in the implementation of the Internal Reorganization other than as contemplated by the Step Plan;

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(b)                                 execute such instruments of assignment and transfer and take such other corporate actions as are necessary to transfer to the Vistana Group all of the right, title and interest to all Vistana Assets (other than the Purchased Assets) to the extent that such transfer was not previously effected pursuant to the Internal Reorganization and take all actions necessary to cause the Vistana Group to assume all of the Vistana Assumed Liabilities (other than the Liabilities related to the Purchased Assets) to the extent that such assumption was not previously effected pursuant to the Internal Reorganization; and

(c)                                  execute such instruments of assignment and transfer and take such other corporate actions as are necessary to transfer to the Starwood Group all of the right, title and interest to all Starwood Transferred Assets to the extent that such transfer was not previously effected pursuant to the Internal Reorganization, and take all actions necessary to cause the Starwood Group to assume all of the Starwood Assumed Liabilities to the extent that such assumption was not previously effected pursuant to the Internal Reorganization.

(d)                                 In the event that at any time or from time to time (whether prior to, at or after the Business Transfer Time), any member of the Starwood Group or the Vistana Group, respectively, is the owner of, receives or otherwise comes to possess any Vistana Asset or Starwood Transferred Asset, as the case may be (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable) or Vistana Assumed Liability or Starwood Assumed Liability, as the case may be, that is allocated to a member of the Starwood Group or the Vistana Group, respectively, pursuant to this Agreement or any Ancillary Agreement, the applicable Party shall promptly transfer, or cause to be transferred, such Vistana Asset, Starwood Transferred Asset, Vistana Assumed Liability or Starwood Assumed Liability to the Person so entitled thereto or responsible therefor.  Prior to any such transfer, such Vistana Asset, Starwood Transferred Asset, Vistana Assumed Liability or Starwood Assumed Liability shall be held in accordance with Section 2.2(b).

Section 2.2                                    Consents.

(a)                                 To the extent that the consummation of the Internal Reorganization, the Asset Purchase or the Distribution requires any Consents from any third parties (including any Governmental Authorities), each Party shall use its reasonable best efforts to obtain promptly such Consents; provided, that, with respect to Consents from third parties (other than Governmental Authorities) required under existing Contracts, such efforts shall not include any requirement or obligation to make any payment to any such third party or assume any Liability not otherwise required to be paid or assumed by the applicable Party pursuant to the terms of an existing Contract or offer or grant any financial accommodation or other benefit to such third party not otherwise required to be made by the applicable Party pursuant to the terms of an existing Contract.  For the avoidance of doubt, the required efforts and responsibilities of the Parties (i) to seek the Consents necessary to provide the Services (as defined in the Transition Services Agreement) shall be governed by the Transition Services Agreement and (ii) to seek approval pursuant to the HSR Act or other Competition Laws (each as defined in the Merger Agreement) and the ILG Shareholder Approval (as defined in the Merger Agreement) shall be governed by the Merger Agreement.  The obligations set forth in this Section 2.2(a) shall terminate on the one (1)-year anniversary of the Distribution Date.  Notwithstanding anything in this Section 2.2(a) to the contrary, nothing in this Agreement or any other Ancillary Agreement

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shall be construed as an attempt or agreement to transfer any Vistana Asset, including any Contract, permit or other right, if an attempted transfer thereof, without the Consent of a third party (including any Governmental Authority), would constitute a breach or other contravention under any agreement to which any Starwood Entity or any Vistana Entity is a party or any Law or by which any Starwood Entity or any Vistana Entity is bound, or would in any way adversely affect the rights, upon transfer or otherwise, of any Vistana Entity under such Vistana Asset.

(b)                                 Transfers and Assumptions Not Consummated Prior To or At the Business Transfer Time.  If the transfer or assumption (as applicable) of any Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability intended to be transferred or assumed (as applicable) is not consummated prior to or at the Business Transfer Time, whether as a result of the provisions of Section 2.2(a) or for any other reason (including any misallocated transfers subject to Section 2.1(d)), then, the Distribution shall, subject to the satisfaction of the conditions set forth in Article IV, nevertheless take place on the terms set forth herein, and, insofar as reasonably practicable (taking into account any applicable restrictions or considerations relating to the contemplated Tax treatment of the Transactions) and to the extent permitted by applicable Law, the Person retaining such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability, as the case may be, (i) shall thereafter hold such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability, as the case may be, in trust for the use and benefit and burden of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the transfer or assumption (as applicable) thereof (or as otherwise determined by Starwood and Vistana, as applicable, in accordance with Section 2.2(a)); and (ii) use reasonable best efforts to take such other actions as may be reasonably requested by the Person to whom such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability is to be transferred or assumed (as applicable) (at the expense of the Person to whom such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability is to be transferred or assumed (as applicable)) in order to place such Person in substantially the same position as if such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability had been transferred or assumed (as applicable) as contemplated hereby and so that all the benefits and burdens relating to such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability, as the case may be, including possession, use, risk of loss, potential for gain, any Tax liabilities in respect thereof and dominion, control and command over such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability, as the case may be, are to inure from and after the Business Transfer Time to the Person to whom such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability is to be transferred or assumed (as applicable).  Any Person retaining any Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability due to the deferral of the transfer or assumption (as applicable) of such Vistana Asset, Vistana Assumed Liability, Starwood Transferred Asset, or Starwood Assumed Liability, as the case may be, shall not be required, in connection with the foregoing, to make any payments, assume any Liability, or offer or grant any accommodation or other benefit (financial or otherwise) to any third party, except to the extent that the Person entitled to the Vistana Asset or Starwood Transferred Asset, or responsible for the Vistana Assumed Liability or Starwood Assumed Liability, as applicable, agrees to reimburse and make whole the Person retaining a Vistana Asset or Starwood Transferred Asset, or a Vistana Assumed Liability

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or Starwood Assumed Liability, to such Person’s reasonable satisfaction, for any payment or other accommodation made by the Person retaining a Vistana Asset or Starwood Transferred Asset, or a Vistana Assumed Liability or Starwood Assumed Liability, at the request of the Person entitled to the Vistana Asset or Starwood Transferred Asset or responsible for the Vistana Assumed Liability or Starwood Assumed Liability.  The obligations set forth in this Section 2.2(b) shall terminate on the one (1)-year anniversary of the Distribution Date.

Section 2.3                                    Termination of Intercompany Agreements; Settlement of Intercompany Accounts.

(a)                                 Termination of Intercompany Agreements.  Except as set forth in Section 2.3(b) and Section 2.3(c), Vistana, on behalf of itself and each other member of the Vistana Group, on the one hand, and Starwood, on behalf of itself and each other member of the Starwood Group, on the other hand, shall terminate, effective as of the Business Transfer Time, any and all Intercompany Agreements.  No such terminated Intercompany Agreement (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Business Transfer Time and all parties shall be released from all Liabilities thereunder.  Each Party shall, at the reasonable request of any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.  The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to such Intercompany Agreements.

(b)                                 Exceptions to Termination of Intercompany Agreements.  The provisions of Section 2.3(a) shall not apply to any of the following Intercompany Agreements (or to any of the provisions thereof):

(i)                                     this Agreement, the Merger Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement, the Merger Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);

(ii)                                  any Contracts to which any Person other than the Parties and their respective Affiliates is a party;

(iii)                               any Contracts to which any non-wholly-owned Subsidiary of Starwood or Vistana, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned);

(iv)                              any confidentiality or non-disclosure agreements among any Starwood Entity, any Vistana Entity and any of their respective employees, including any obligation not to disclose proprietary or privileged information; and

(v)                                 any Contracts listed or described on Schedule 2.3(b)(v).

(c)                                  Settlement of Intercompany Accounts.  Other than Liabilities for payment and/or reimbursement for costs and other fees and charges relating to goods or services provided by any Starwood Entity to any Vistana Entity, or vice versa, prior to the Business Transfer Time in

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the ordinary course of business, including under the Intercompany Agreements described in Section 2.3(b), and payment of the Mexican Distributions, and except as otherwise expressly provided in this Agreement or any Ancillary Agreement, all intercompany receivables, payables, loans and other accounts between any Starwood Entity, on the one hand, and any Vistana Entity, on the other hand, in existence as of immediately prior to the Business Transfer Time and after giving effect to the Internal Reorganization and the Asset Purchase, shall be extinguished by the applicable Starwood Entities and the applicable Vistana Entities no later than the Business Transfer Time by (i) cancellation, forgiveness or release by the applicable obligor or (ii) one or a related series of payments, settlements, netting, distributions of and/or contributions to capital, in each case, as determined by Starwood and such that the Vistana Entities, on the one hand, and the Starwood Entities, on the other hand, do not have any further Liability to one another in respect of such intercompany receivables, payables, loans and other accounts. For the avoidance of doubt, ILG shall cause each applicable Purchased Entity to pay its respective as-declared Mexican Distribution (denominated in Mexican Pesos) promptly after the Distribution Date.

Section 2.4                                    Representations and Warranties.

(a)                                 Starwood hereby represents and warrants to ILG that: (i) SMSC owns, of record and beneficially, 100% of the Interests in the Mexico Entities, free and clear of all Liens (other than those Liens set forth in their respective Organizational Documents or arising pursuant to applicable securities Laws or created by this Agreement), and upon the consummation of the Asset Purchase, ILG Subsidiary Buyer shall obtain good, legal, valid and marketable title to such Interests, free and clear of all Liens (other than those Liens set forth in their respective Organizational Documents or arising pursuant to applicable securities Laws or created by this Agreement or Liens created by or through ILG or any of ILG’s Subsidiaries); and (ii) SHKH owns, of record and beneficially, (A) 100% of the Interests in WSJ, free and clear of all Liens (other than those Liens set forth in WSJ’s Organizational Documents or arising pursuant to applicable securities Laws or created by this Agreement), and (B) the Purchased Note, free and clear of all Liens, and upon the consummation of the Asset Purchase, ILG Subsidiary Buyer shall obtain good, legal, valid and marketable title to such Interests, free and clear of all Liens (other than those Liens set forth in WSJ’s Organizational Documents or arising pursuant to applicable securities Laws or created by this Agreement or Liens created by or through ILG or any of ILG’s Subsidiaries) and such Purchased Note, free and clear of all Liens.

(b)                                 EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.4(a), THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, VISTANA (ON BEHALF OF ITSELF AND MEMBERS OF THE VISTANA GROUP) ACKNOWLEDGES THAT NEITHER STARWOOD NOR ANY MEMBER OF THE STARWOOD GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO:  (A) THE CONDITION OR THE VALUE OF ANY VISTANA ASSET, THE VISTANA BUSINESS OR THE AMOUNT OF ANY VISTANA LIABILITY; (B) THE FREEDOM FROM ANY LIEN OF ANY VISTANA ASSET; (C) THE ABSENCE OF DEFENSES OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY CLAIM TO BE TRANSFERRED TO OR ASSUMED BY VISTANA OR HELD BY A MEMBER OF THE VISTANA GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE.  EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.4(a), THE MERGER AGREEMENT OR ANY

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ANCILLARY AGREEMENT, VISTANA (ON BEHALF OF ITSELF AND MEMBERS OF THE VISTANA GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT STARWOOD OR ANY MEMBER OF THE STARWOOD GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED.  EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.4(a), THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS, BUSINESSES AND LIABILITIES TO BE TRANSFERRED TO OR ASSUMED BY VISTANA SHALL BE TRANSFERRED WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED), AND ALL OF THE ASSETS, BUSINESSES AND LIABILITIES HELD BY THE VISTANA ENTITIES ARE HELD, “AS IS, WHERE IS,” AND, FROM AND AFTER THE EFFECTIVE TIME, VISTANA SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY SUCH TRANSFER OR ASSUMPTION SHALL PROVE TO BE INSUFFICIENT TO VEST IN VISTANA GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY LIEN OR ANY NECESSARY CONSENTS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH (BUT SUBJECT TO COMPLIANCE BY STARWOOD WITH ITS OBLIGATIONS IN SECTIONS 2.1 AND 2.2), AND NONE OF THE STARWOOD ENTITIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE DISTRIBUTION, OR EXECUTION, DELIVERY OR FILING OF THIS AGREEMENT, THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(c)                                  EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, STARWOOD (ON BEHALF OF ITSELF AND MEMBERS OF THE STARWOOD GROUP) ACKNOWLEDGES THAT NEITHER VISTANA NOR ANY MEMBER OF THE VISTANA GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO:  (A) THE CONDITION OR THE VALUE OF ANY STARWOOD ASSET, THE STARWOOD BUSINESS OR THE AMOUNT OF ANY STARWOOD LIABILITY; (B) THE FREEDOM FROM ANY LIEN OF ANY STARWOOD ASSET; (C) THE ABSENCE OF DEFENSES OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY CLAIM TO BE TRANSFERRED TO OR ASSUMED BY STARWOOD OR HELD BY A MEMBER OF THE STARWOOD GROUP; OR (D) ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE.  EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, STARWOOD (ON BEHALF OF ITSELF AND MEMBERS OF THE STARWOOD GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER WARRANTIES THAT VISTANA OR ANY MEMBER OF THE VISTANA GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED.  EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS, BUSINESSES AND LIABILITIES TO

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BE TRANSFERRED TO OR ASSUMED BY STARWOOD SHALL BE TRANSFERRED WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED), AND ALL OF THE ASSETS, BUSINESSES AND LIABILITIES HELD BY THE STARWOOD ENTITIES ARE HELD, “AS IS, WHERE IS,” AND, FROM AND AFTER THE EFFECTIVE TIME, STARWOOD SHALL BEAR THE ECONOMIC AND LEGAL RISK THAT ANY SUCH TRANSFER OR ASSUMPTION SHALL PROVE TO BE INSUFFICIENT TO VEST IN STARWOOD GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY LIEN OR ANY NECESSARY CONSENTS THAT ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS ARE NOT COMPLIED WITH (BUT SUBJECT TO COMPLIANCE BY VISTANA WITH ITS OBLIGATIONS IN SECTIONS 2.1 AND 2.2), AND NONE OF THE VISTANA ENTITIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE DISTRIBUTION, OR EXECUTION, DELIVERY OR FILING OF THIS AGREEMENT, THE MERGER AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE III
CLOSING OF THE INTERNAL REORGANIZATION

Section 3.1                                    Business Transfer Time.  Unless otherwise provided in this Agreement or in any Ancillary Agreement, and subject to the satisfaction or waiver of the conditions set forth in Article IV (other than those conditions that by their terms are to be satisfied at the Business Transfer Time, but subject to the satisfaction or waiver of such conditions), the effective time and date of each transfer or assumption (as applicable) of any Vistana Asset, Starwood Transferred Asset, Vistana Assumed Liability or Starwood Assumed Liability in accordance with Article II in connection with the Internal Reorganization and in accordance with Section 6.10 in connection with the Asset Purchase shall be 11:58:00 p.m., Eastern Time on the Distribution Date (such time, the “Business Transfer Time”).

Section 3.2                                    Recapitalization of Vistana.  At the Business Transfer Time, Vistana shall:

(a)                                 issue to Starwood shares of Vistana Common Stock as set forth in Section 7.14 of the Merger Agreement, which Vistana Common Stock, together with the 100 shares of Vistana Common Stock owned by Starwood as of the Execution Date, shall constitute all of the issued and outstanding common stock of Vistana as of the Business Transfer Time; and

(b)                                 assume those Vistana Assumed Liabilities to be assumed by Vistana in accordance with Section 2.1.

Section 3.3                                    Business Transfer Time Deliveries.

(a)                                 At the Business Transfer Time, Starwood shall deliver, or shall cause its applicable Subsidiaries to deliver, to Vistana the following:

(i)                                     in each case where any member of the Starwood Group is a party to any Ancillary Agreement to be entered into at the Business Transfer Time, a counterpart of

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such Ancillary Agreement duly executed by the member of the Starwood Group party thereto; and

(ii)                                  resignations of each individual who serves as an officer or director of members of the Vistana Group in his or her capacity as such and the resignation of any other Person who will be an employee of any member of the Starwood Group after the Business Transfer Time and who is a director or officer of any member of the Vistana Group, to the extent requested by Vistana at least five (5) Business Days prior to the Distribution Date.

(b)                                 At the Business Transfer Time, Vistana shall deliver, or shall cause its Subsidiaries to deliver, as appropriate, to Starwood the following:

(i)                                     in each case where any member of the Vistana Group is a party to any Ancillary Agreement to be entered into at the Business Transfer Time, a counterpart of such Ancillary Agreement duly executed by the member of the Vistana Group party thereto; and

(ii)                                  resignations of each individual who serves as an officer or director of members of the Starwood Group in his or her capacity as such and the resignations of any other Persons that will be an employee of any member of the Vistana Group after the Business Transfer Time and who is a director or officer of any member of the Starwood Group, to the extent requested by Starwood at least five (5) Business Days prior to the Distribution Date.

Section 3.4                                    Financial Information Adjustments.

(a)                                 Target Financial Information.  Starwood hereby agrees that the amounts reflected in Annex A are reasonable and good faith estimates of the projected Capital Spend of Starwood and its Affiliates (including the Vistana Entities) with respect to the Vistana Business on a monthly basis during the twelve (12) month period reflected therein and that the amounts in Annex B are reasonable and good faith estimates of the projected Cash Flow for the period between April 1, 2016 and October 31, 2016.

(b)                                 Estimated Financial Statements.  Not less than ten (10) Business Days prior to the anticipated Distribution Date, Starwood shall deliver to ILG (i) a statement detailing the estimated Pre-3-31 Capital Spend (the “Estimated Pre-3-31 Capital Spend Statement”), (ii) if the Distribution Date is anticipated to occur after March 31, 2016, a statement detailing the estimated Surplus (the “Estimated Surplus”) or estimated Deficit (the “Estimated Deficit”), as applicable, and the Estimated Cash Accounts Balance (the “Estimated Post-3-31 Adjustment Statement”) and (iii) a statement detailing (x) the Maximum Purchased Note Purchase Price and (y) the estimated fair market value of each of the Purchased Entities (each, an “Estimated Entity FMV,” and collectively, the “Estimated Entity FMVs”) as of the Distribution Date (the “Estimated Valuation Statement,” and together with the Estimated Pre-3-31 Capital Spend Statement and Estimated Post-3-31 Adjustment Statement, subject to modification as contemplated below, the “Estimated Financial Statements” and each an “Estimated Financial Statement”), which Purchased Entities proposed to be sold to ILG Subsidiary Buyer pursuant to

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and in accordance with Section 6.10(c) will be identified based on the amounts set forth in the Estimated Financial Statements, in the case of each of clauses (i) - (iii), calculated on a reasonable basis and in good faith.  The Estimated Pre-3-31 Capital Spend Statement and Estimated Post-3-31 Adjustment Statement shall be prepared, with respect to the estimated Pre-3-31 Capital Spend and the Estimated Surplus or Estimated Deficit, as applicable, in a manner consistent with Annex A and Annex B, respectively, and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of Annex A and Annex B, in each case, as described therein.  The Estimated Valuation Statement shall be prepared, with respect to the Maximum Purchased Note Purchase Price, in a manner consistent with the definition of “Maximum Purchased Note Purchase Price” set forth herein, and with respect to each Estimated Entity FMV, based on the fair market value of the applicable Purchased Entity set forth in the Initial Valuation Report, as may be modified in the Estimated Valuation Statement to reflect solely the adjustments to the line items on Annex C (other than line items on Annex C identified as not subject to adjustment) from February 1, 2016 through the Distribution Date using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of Annex C.  If ILG disputes any of the amounts set forth in the Estimated Financial Statements delivered to ILG (which disputes shall not apply to the Estimated Cash Accounts Balance and, to the extent relating to amounts set forth in the Estimated Valuation Statement, for the avoidance of doubt, shall not apply to amounts with respect to line items on Annex C identified as not subject to adjustment or the accounting methods, practices, principles, policies or procedures, classifications, judgments or valuation and estimation methodologies that were used in the preparation of Annex C, but shall only apply to amounts with respect to line items on Annex C that are subject to adjustment), it shall deliver to Starwood within five (5) Business Days of its receipt thereof a statement describing in reasonable detail its dispute, and Starwood and ILG shall use their respective good faith efforts to resolve any dispute regarding such Estimated Financial Statement(s) at least two (2) Business Days prior to the Distribution Date.  If Starwood and ILG agree to modification of any disputed Estimated Financial Statement(s) at least two (2) Business Days prior to the Distribution Date, then such modified Estimated Financial Statement(s) shall be utilized for purposes of determining the Distribution Date Payment and the assets to be sold and payments to be made pursuant to and in accordance with Section 6.10(c).  If Starwood and ILG are unable to agree to modifications at least two (2) Business Days prior to the Distribution Date with respect to any disputed Estimated Financial Statement(s), then such disputed Estimated Financial Statement(s) as originally delivered to ILG by Starwood shall be utilized for purposes of determining the Distribution Date Payment and the assets to be sold and payments to be made pursuant to and in accordance with Section 6.10(c).

(c)                                  Financial Information Statements.  No later than ninety (90) calendar days after the Distribution Date:

(i)                                     Vistana shall cause to be prepared and delivered to Starwood (A) a statement that sets forth Vistana’s calculation of the Pre-3-31 Capital Spend (the “Distribution Date Pre-3-31 Capital Spend Statement”) and (B) only if the Distribution Date occurs after March 31, 2016, a statement that sets forth Vistana’s calculation of the Surplus or Deficit, as applicable, and the Cash Accounts Balance (the “Distribution Date Post-3-31 Adjustment

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Statement, and together with the Distribution Date Pre-3-31 Capital Spend Statement, the “Financial Information Statements” and each, a “Financial Information Statement”), in each case, calculated on a reasonable basis and in good faith; provided, however, that, for the avoidance of doubt, Vistana shall not be restricted in making in its calculations set forth in the Financial Information Statements based on any matters to which it may have objected prior to the Distribution Date as contemplated in Section 3.4(b).  The Distribution Date Pre-3-31 Capital Spend Statement and any Distribution Date Post-3-31 Adjustment Statement shall each be prepared, with respect to the Pre-3-31 Capital Spend and the Surplus or Deficit, as applicable, in a manner consistent with Annex A and Annex B, respectively, and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of Annex A and Annex B, in each case, as described therein; and

(ii)                                  Starwood shall instruct KPMG to prepare and deliver to Vistana an updated valuation report, together with supporting work papers and schedules, setting forth the fair market values of each of the Purchased Entities (each, a “Distribution Date Entity FMV,” and collectively, the “Distribution Date Entity FMVs”) that has been acquired pursuant to Section 6.10(c), prepared in a manner consistent with Annex C, and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Estimated Valuation Statement and Annex C, including, for the avoidance of doubt, not adjusting those line items on Annex C identified as not subject to adjustment, as described therein (the “Distribution Date Valuation Statement”).

(d)                                 Acceptance of Statements; Dispute Procedures.  The Maximum Purchased Note Purchase Price included in the Estimated Valuation Statement pursuant to Section 3.4(b) shall be conclusive and binding upon the parties.  Each of the Financial Information Statements (and the computations indicated thereon) delivered to Starwood by Vistana shall be conclusive and binding upon the parties unless Starwood, within thirty (30) days after delivery to Starwood of such Financial Information Statement, notifies Vistana in writing that Starwood disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. During the thirty (30)-day period following receipt by Starwood of the Financial Information Statements, Vistana shall, promptly following a request of Starwood, provide Starwood with copies of all documents, work papers, schedules, memoranda, and records used by or prepared by Vistana or its Representatives in preparing the Financial Information Statements, and Vistana shall, and shall cause its Representatives to, cooperate reasonably with Starwood in connection herewith. The Distribution Date Valuation Statement (and any computations indicated thereon) delivered to Vistana by KPMG shall be conclusive and binding upon the parties unless Vistana, within thirty (30) days after delivery to Vistana of such Distribution Date Valuation Statement, notifies Starwood in writing that Vistana disputes any of the amounts set forth therein (which disputes, to the extent relating to amounts set forth in the Distribution Date Valuation Statement, for the avoidance of doubt, shall not apply to amounts with respect to line items on Annex C identified as not subject to adjustment or the accounting methods, practices, principles, policies or procedures, classifications, judgments or valuation and estimation methodologies that were used in the preparation of Annex C, but shall only apply to amounts with respect to line items on Annex C that are subject to adjustment), specifying the nature of the dispute and the basis therefor.  During the thirty (30)-day period

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following receipt by Vistana of the Distribution Date Valuation Statement, Starwood shall, promptly following a request of Vistana, provide Vistana with, or cause KPMG to provide Vistana with, copies of all documents, work papers, schedules, memoranda, and records used by or prepared by KPMG or its Representatives in preparing the Distribution Date Valuation Statement, and Starwood shall, and shall instruct KPMG and its Representatives to, cooperate reasonably with Vistana in connection therewith. The Parties shall in good faith attempt to resolve any dispute and, if the Parties so resolve all disputes, then the Financial Information Statements (and the computations indicated thereon) and the Distribution Date Valuation Statement (and any computations indicated thereon), as applicable and, in each case, as amended to the extent necessary to reflect the resolution of any disputes, shall be conclusive and binding on the Parties.  If the Parties do not reach agreement in resolving all disputes with respect to the Financial Information Statements within forty-five (45) days after notice is given to Vistana by Starwood pursuant to the second sentence of this Section 3.4(d) or if the Parties do not reach agreement in resolving all disputes with respect to the Distribution Date Valuation Statement within forty-five (45) days after notice is given to Starwood by Vistana pursuant to the fourth sentence of this Section 3.4(d), the Parties shall submit the applicable dispute(s) to BDO USA, LP or another mutually satisfactory nationally recognized independent accounting firm (the “Arbiter”) for resolution. Promptly, but no later than thirty (30) days after acceptance by the Arbiter with respect to any such dispute, the Arbiter shall determine (it being understood that in making such determination, the Arbiter shall be functioning as an expert and not as an arbitrator), based solely on written submissions by Vistana and Starwood (which, for the avoidance of doubt, may include submissions by KPMG), and not by independent review, only those issues in dispute (which, for the avoidance of doubt, shall not include any amounts with respect to line items on Annex C identified as not subject to adjustment or the accounting methods, practices, principles, policies or procedures, classifications, judgments or valuation and estimation methodologies that were used in the preparation of Annex C, but shall only include amounts with respect to line items on Annex C that are subject to adjustment), and shall render a written report as to the resolution of the dispute and the resulting computation of the Financial Information Statements and/or Distribution Date Valuation Statement, as applicable, which shall be conclusive and binding on the Parties. In resolving any disputed item, the Arbiter (x) shall be bound by the provisions of this Section 3.4(d) and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party. The fees, costs and expenses of the Arbiter shall be allocated to and borne by Vistana and Starwood based on the inverse of the percentage that the Arbiter’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbiter.  For example, should the items in dispute total in amount to $1,000 and the Arbiter awards $600 in favor of Starwood’s position, 60% of the costs of its review would be borne by Vistana and 40% of the costs would be borne by Starwood.

(e)                                  Post-Distribution Date Financial Information Adjustment Payment.

(i)                                     Upon final determination of the Pre-3-31 Capital Spend (the “Distribution Date Pre-3-31 Capital Spend”) and, if the Distribution Date occurs after March 31, 2016, the Surplus (the “Distribution Date Surplus”) or Deficit (the “Distribution Date Deficit”), as applicable, and the Cash Accounts Balance (the “Distribution Date Cash Accounts Balance”), as provided in Section 3.4(d) above, (A) (x) if the Distribution Date Pre-3-31 Capital

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Spend is greater than the Estimated Pre-3-31 Capital Spend, Vistana shall pay the amount of such excess to Starwood, and (y) if the Estimated Pre-3-31 Capital Spend is greater than the Distribution Date Pre-3-31 Capital Spend, Starwood shall pay to Vistana the amount of such excess, (B) (x) if the Distribution Date Surplus is greater than the Estimated Surplus, then Starwood shall pay the amount of such excess to Vistana and (y) if the Estimated Surplus is greater than the Distribution Date Surplus, then Vistana shall pay the amount of such excess to Starwood and if the Distribution Date Surplus becomes a Distribution Date Deficit, then Vistana shall pay the Distribution Date Deficit plus the amount of the Estimated Surplus it previously received from Starwood to Starwood, (C) (x) if the Distribution Date Deficit is greater than the Estimated Deficit, then Vistana shall pay the amount of such excess to Starwood and (y) if the Estimated Deficit is greater than the Distribution Date Deficit, then Starwood shall pay the amount of such excess to Vistana, and if the Distribution Date Deficit becomes a Distribution Date Surplus, then Starwood shall pay the Distribution Date Surplus plus the amount of the Estimated Deficit it previously received from Vistana to Vistana and (D) (x) if the Distribution Date Cash Accounts Balance is greater than the Estimated Cash Accounts Balance, then Vistana shall pay the amount of such excess to Starwood and (y) if the Estimated Cash Accounts Balance is greater than the Distribution Date Cash Accounts Balance, then Starwood shall pay the amount of such excess to Vistana.  Notwithstanding whether it owes any other payments under this Section 3.4(e)(i), (1) Starwood shall pay to Vistana an amount equal to the amount that ILG Subsidiary Buyer is required to pay pursuant to Section 3.4(e)(ii)(A), if any, and (2) Vistana shall pay to Starwood an amount equal to the aggregate amount that SMSC and SHKH are required to pay pursuant to Section 3.4(e)(ii)(B), if any.

(ii)                                  Upon the final determination of the Distribution Date Entity FMVs as provided in Section 3.4(d) above, (A) if the Distribution Date Entity FMV with respect to any Purchased Entity is greater than the Estimated Entity FMV with respect to such Purchased Entity, then ILG Subsidiary Buyer shall pay the amount of such excess to SMSC or SHKH, as applicable, and (B) if the Estimated Entity FMV with respect to any Purchased Entity is greater than the Distribution Date Entity FMV with respect to such Purchased Entity, then SMSC or SHKH, as applicable, shall pay the amount of such excess to ILG Subsidiary Buyer.

(iii)                               Each Person required to make any payment under this Section 3.4(e) shall make such payment promptly, but no later than two (2) Business Days after the date of final determination of the Pre-3-31 Distribution Date Capital Spend, Distribution Date Surplus or Distribution Date Deficit, as applicable, and the Distribution Date Cash Accounts Balance; provided, that each of Vistana and Starwood shall be entitled, at its election, to set-off any of the amounts payable by it under this Section 3.4(e) against other amounts owed to it under this Section 3.4(e) and pay to the other Party the amount of all sums due and owing following such set-off.  For the avoidance of doubt, the set-off right in this Section 3.4(e)(iii), including any adjustments made to the amounts owing by Vistana or Starwood to such other Party pursuant to the last sentence of Section 3.4(e)(i), is limited to amounts owing between Vistana and Starwood, and neither Vistana nor Starwood shall be entitled to include amounts payable by its Subsidiaries or other Affiliates in calculating sums due to or owing by it.

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ARTICLE IV
THE DISTRIBUTION

Section 4.1                                    Form of Distribution.  (a) Starwood may elect, in its sole discretion, to effect the Distribution in the form of either (i) a One-Step Spin-Off or (ii) an Exchange Offer (including any Clean-Up Spin-Off, as set forth below).

(b)                                 If Starwood elects to effect the Distribution in the form of a One-Step Spin-Off, then the Starwood Board, in accordance with applicable Law, shall establish (or designate Persons to establish) a Record Date and the Distribution Date and Starwood shall establish appropriate procedures in connection with, and to effectuate in accordance with applicable Law, the Distribution.  All shares of Vistana Common Stock held by Starwood on the Distribution Date shall be distributed to the Record Holders in the manner determined by Starwood and in accordance with Section 4.5(b).

(c)                                  If Starwood elects to effect the Distribution as an Exchange Offer, Starwood shall determine the terms of such Exchange Offer, including the number of shares of Vistana Common Stock that will be offered for each validly tendered share of Starwood Common Stock, the period during which such Exchange Offer shall remain open, the procedures for the tender and exchange of shares and all other terms and conditions of such Exchange Offer, which terms and conditions shall comply with all securities Law requirements applicable to such Exchange Offer.  In the event that Starwood’s stockholders subscribe for less than all of the Vistana Common Stock in the Exchange Offer, Starwood shall consummate the Clean-Up Spin-Off on the Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 4.1(b).  The terms and conditions of any Clean-Up Spin-Off shall be as determined by Starwood and shall comply with the requirements of all applicable Laws; provided, however, that any shares of Vistana Common Stock that are not subscribed for in the Exchange Offer shall be distributed to Record Holders in the Clean-Up Spin-Off.

Section 4.2                                    Manner of Distribution.  (a) To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b), each Record Holder shall be entitled to receive for each share of Starwood Common Stock or Partnership Unit, as applicable, held by such Record Holder a number of shares of Vistana Common Stock equal to the total number of shares of Vistana Common Stock held by Starwood on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Starwood Common Stock or Partnership Units, as applicable, held by such Record Holder and the denominator of which is the total number of shares of Starwood Common Stock and Partnership Units held by all Record Holders outstanding on the Distribution Date. For the avoidance of doubt, holders of unvested restricted shares granted under the Starwood Stock Plans will not receive any shares of Vistana Common Stock with respect to such Starwood unvested restricted shares.

(b)                                 To the extent the Distribution is effected as an Exchange Offer, subject to the terms thereof, in accordance with Section 4.5(b), each Starwood stockholder may elect in the Exchange Offer to exchange a number of shares of Starwood Common Stock (other than unvested restricted shares granted under a Starwood Stock Plan) held by such Starwood

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stockholder for shares of Vistana Common Stock. Subject to applicable securities Laws, Starwood shall determine, in its sole discretion, the terms and conditions of the Exchange Offer, including the exchange ratio (including any discount to the reference price of common stock of Vistana), the timing of the offer period and any extensions thereto, and other customary provisions, each as will be set forth in the Vistana Registration Statement.  The terms and conditions of any Clean-Up Spin-Off will be as determined by Starwood, subject to the provisions of Section 4.2(a), mutatis mutandis.

(c)                                  None of the Parties, nor any of their Affiliates hereto shall be liable to any Person in respect of any shares of Vistana Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Section 4.3                                    Actions Prior to Distribution.

(a)                                 Vistana shall cooperate with Starwood to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution.  Starwood shall be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of an investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Starwood), and Vistana shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Starwood in good faith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements.  Without limiting the generality of the foregoing, Vistana shall and shall cause its Representatives to, as reasonably directed by Starwood in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Vistana Common Stock on an appropriate registration form or forms to be designated by Starwood (including any amendment or supplement thereto, the “Vistana Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Vistana and is reasonably required in connection with the Distribution.

(b)                                 Starwood and Vistana shall prepare and mail, prior to the Distribution Date, to the Record Holders, such information concerning Vistana, ILG, their respective businesses, operations and management, the Distribution and such other matters as Starwood shall reasonably determine and as may be required by Law.  Starwood and Vistana shall prepare, and

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Vistana shall, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no action letters which Starwood determines is necessary or desirable to effectuate the Distribution and Starwood and Vistana shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(c)                                  Notwithstanding anything to the contrary in Section 4.3(a) or Section 4.3(b), to the extent any mailing or filing contemplated by this Section 4.3 contains information concerning ILG, the Vistana Entities or any of their respective businesses, operations or management, ILG shall be provided with copies of, and given an opportunity to review and comment on, such documentation before it is mailed or filed, and no such documentation shall be so mailed or filed without ILG’s express approval (not to be unreasonably withheld, conditioned or delayed).

(d)                                 Starwood and Vistana shall take all such action as may be necessary or appropriate under the securities or “blue sky” Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(e)                                  From the date of this Agreement up to and including the Distribution Date, Starwood shall, with respect to the Vistana Entities, and shall cause each of the Vistana Entities, to operate substantially in accordance with Annex A, including by effecting the material investments and capital expenditures substantially in accordance with Annex A, in each case, in the manner as would be conducted by a prudent owner and operator of a business of this kind.  In furtherance thereof, except as contemplated by this Agreement (including the Internal Reorganization and the Asset Purchase), as disclosed in Section 7.02(a) of the Vistana Disclosure Schedule, as consented to by ILG in writing (which consent shall not be unreasonably withheld, conditioned, delayed or denied), or as required by Law, Starwood shall, with respect to the Vistana Entities, and shall cause each of the Vistana Entities, to:

(i)                                     manage and operate its management accounts in good faith, in the ordinary course of business consistent with past practice; provided, that each of Starwood and Vistana shall take such actions as may be necessary to ensure that, as of the Distribution on the Distribution Date, each of the Vistana Entities set forth on Annex D holds an amount of cash equal to the amount set forth opposite such Vistana Entity’s name on Annex D (all such amounts in the aggregate the “Estimated Cash Accounts Balance”), plus or minus ten percent (10%) of each such amount, and plus the amount of the Mexican Distributions (denominated in Mexican Pesos);

(ii)                                  not repurchase, repay, refinance or incur any indebtedness for borrowed money, other than indebtedness incurred in order to distribute to Starwood the amount, if any, by which the Distribution Date Payment exceeds the Asset Purchase Price, issue any debt securities, engage in any securitization transactions or similar arrangements or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any Person (other than a Vistana Entity) for borrowed money;

(iii)                               with respect to the treatment of all trade creditors and related accounts of the Vistana Group, operate in good faith and in accordance with payment and

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accounting practices that are in the ordinary course of business consistent with past practice, including by not delaying the payment of liabilities owed to such creditors that are not in the ordinary course of business consistent with past practice; and

(iv)                              with respect to the treatment of all trade debtors and related accounts of the Vistana Group, operate in good faith and in accordance with invoicing and collections practices that are in the ordinary course of business consistent with past practice, including by not accelerating any payments to such debtors in advance of the due date of such payment that is owed in a manner not in the ordinary course of business consistent with past practice.

For the avoidance of doubt, in no event shall the covenants and agreements of Starwood or its Affiliates (including the Vistana Entities) hereunder be construed as a representation, warranty, covenant or other agreement that any particular results of operations, financial condition or performance of the Vistana Business have occurred or will occur.

Section 4.4                                    Conditions to the Distribution.  The obligations of Starwood pursuant to this Agreement to effect the Distribution shall be subject to the fulfillment or waiver by Starwood (other than with respect to Section 4.4(b), and Section 4.4(d) and Section 4.4(f) with respect to the obligations of Starwood and Vistana, each of which can be waived solely by ILG) on or prior to the Distribution Date of the following conditions:

(a)                                 ILG shall have paid on behalf of ILG Subsidiary Buyer, or caused ILG Subsidiary Buyer to pay, the Asset Purchase Price;

(b)                                 ILG Subsidiary Buyer shall have received all of the right, title and interest in, to and under the assets purchased in exchange for the Asset Purchase Price;

(c)                                  Vistana shall have made a distribution (all or a portion of which, for the avoidance of doubt, may be made using funds borrowed by Vistana from ILG, subject to any such representations, covenants, terms and conditions as may be reasonably and mutually agreed upon by the Parties), if applicable pursuant to Section 6.10, in an amount equal to the Distribution Date Payment less the Maximum Asset Purchase Price;

(d)                                 Each of ILG, Starwood and Vistana shall have complied (or shall have caused its applicable Subsidiaries to comply) in all material respects with its respective obligations under Section 6.10 (other than the obligations described in Section 4.4(a) and Section 4.4(b));

(e)                                  Starwood and Vistana shall have prepared and mailed to the Record Holders such information concerning Vistana, its business, operations and management, the Distribution and such other matters as Starwood shall determine and as may otherwise be required by Law; provided, that to the extent any mailing contemplated by this Section 4.4(e) contains information concerning ILG, the Vistana Entities or any of their respective businesses, operations or management, ILG shall be provided with copies of, and given an opportunity to review and comment on, such documentation before it is mailed, and no such documentation shall be so mailed without ILG’s express approval (not to be unreasonably withheld, conditioned or delayed); and

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(f)                                   each of the parties to the Merger Agreement shall have irrevocably confirmed to each other that each condition to such party’s respective obligations to effect the Merger in Article VIII of the Merger Agreement has been satisfied or waived (other than the consummation of the Distribution and the conditions that by their terms are to be satisfied at the Effective Time, but subject to the satisfaction or waiver of such conditions) and the Merger will be consummated immediately following the Distribution on the Distribution Date; provided, that, notwithstanding anything set forth in this Article IV to the contrary, the Parties agree that the Distribution Date shall occur on the same date as the Closing Date, as determined in accordance with the applicable terms and conditions of the Merger Agreement.

Section 4.5                                    Additional Matters.

(a)                                 Tax Withholding.  Starwood, Vistana, or the transfer agent or the exchange agent in the Distribution, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments under the Code or any provision of local or foreign Tax Law.  Any withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto.

(b)                                 Delivery of Certificate.  Prior to the consummation of the One-Step Spin-Off or the Exchange Offer, Starwood shall deliver to the Agent, a global certificate representing the Vistana Common Stock being distributed in the One-Step Spin-Off or exchanged in the Exchange Offer, as the case may be, to be held in escrow for the account of the Starwood stockholders and Partnership Unitholders that are entitled thereto and pending the effective time of the One-Step Spin-Off or the Exchange Offer, as the case may be.  Upon a Clean-Up Spin-Off, if any, Starwood shall deliver to the Agent an additional global certificate representing the Vistana Common Stock being distributed in the Clean-Up Spin-Off, to be held in escrow for the account of the Starwood stockholders and Partnership Unitholders that are entitled thereto pending the effective time of the Clean-Up Spin-Off.  Upon and following the consummation of the One-Step Spin-Off or the Exchange Offer and the Clean-Up Spin-Off, as applicable, the Agent shall further hold such certificate or certificates, as the case may be, in escrow for the account of such Starwood stockholders and Partnership Unitholders pending the Merger.  Such certificate or certificates, as the case may be, shall be cancelled effective upon the consummation of the Merger.  Immediately after the time of the Distribution and prior to the Effective Time, the shares of Vistana Common Stock shall not be transferable and the Agent shall not transfer any shares of Vistana Common Stock.  The Distribution shall be effective upon the date and time set forth in a written certificate signed by an officer of each of Starwood and ILG (which time shall be after the Business Transfer Time and prior to the Effective Time) to be delivered to the Agent prior to the effective time of the Distribution.

ARTICLE V
MUTUAL RELEASES; INDEMNIFICATION

Section 5.1                                    Release of Pre-Business Transfer Time Claims.

(a)                                 Mutual Release.  Except as provided in Section 5.1(c), effective as of the Business Transfer Time, Vistana does hereby, for itself and each wholly-owned Vistana Entity

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and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Starwood Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Starwood or any such wholly-owned Starwood Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Starwood Released Persons”), from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Business Transfer Time, whether or not known as of the Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization, the Asset Purchase and the Distribution.  Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that each Vistana Entity and its respective Affiliates, predecessors, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor.  In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Starwood Released Persons from the Liabilities described in the first sentence of this Section 5.1(a).

(b)                                 Starwood Release.  Except as provided in Section 5.1(c), effective as of the Business Transfer Time, Starwood does hereby, for itself and each wholly-owned Starwood Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever discharge each Vistana Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, directors, managers, officers, agents or employees of Vistana or any such Vistana Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Vistana Released Persons”), from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Business Transfer Time, whether or not known as of the Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization, the Asset Purchase and the Distribution.  Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that each Starwood Entity and its respective Affiliates, predecessors, successors and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor.  In this connection,

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Starwood hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the Vistana Released Persons from the Liabilities described in the first sentence of this Section 5.1(b).

(c)                                  No Impairment.  Nothing contained in Section 5.1(a) or 5.1(b) releases or shall release any Person from (nor impairs or will impair any right of any Person to enforce the applicable agreements, arrangements, commitments or understandings relating thereto) the obligations under this Agreement, the Merger Agreement or any Ancillary Agreement, in each case in accordance with its terms.  In addition, nothing in Section 5.1(a) or 5.1(b) shall release any Person from:

(i)                                     any Liability provided in or resulting from any agreement or obligation among any members of the Starwood Group, on the one hand, and any members of the Vistana Group, on the other hand, that survives the Effective Time, or any other Liability that survives the Effective Time, pursuant to the terms of this Agreement, the Merger Agreement or any Ancillary Agreement;

(ii)                                  any Liability assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement, the Merger Agreement or any other Ancillary Agreement, or any other Liability of any member of any Group under this Agreement, the Merger Agreement or any other Ancillary Agreement;

(iii)                               any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by third parties, and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iv)                              any Liability for which either Party is entitled to, and actually receives, indemnification from a third party to the extent that assignment, release or discharge of such Liability pursuant to Section 5.1(a) or Section 5.1(b) would cause such third party indemnification obligations to be terminated;

(v)                                 any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.1; or

(vi)                              honoring its existing obligations to indemnify any Person who was a director, manager, officer or employee of such party on or prior to the Effective Time, to the extent that such director, manager, officer or employee becomes a named defendant in any Action with respect to which such director, manager, officer or employee was entitled to such indemnification pursuant to then-existing obligations; provided, however, that, to the extent applicable, Section 5.2 and Section 5.3 shall determine whether any Party shall be required to indemnify the other in respect of the underlying obligation giving rise to such Action.

(d)                                 No Actions as to Released Pre-Business Transfer Time Claims.  Following the Business Transfer Time, no Party hereto shall make or permit any other member of its Group to

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make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any member of the Group of the other Party, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a), or any other Person released pursuant to Section 5.1(b), with respect to any Liabilities released pursuant to Section 5.1(b).

(e)                                  General Intent.  It is the intent of each of Starwood and Vistana, by virtue of the provisions of this Section 5.1, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Business Transfer Time, between or among Vistana or any member of the Vistana Group, on the one hand, and Starwood or any member of the Starwood Group, on the other hand (including any Contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Business Transfer Time), except as expressly set forth in Section 5.1(c).  At any time, at the request of any other Party, each Party shall cause each member of its Group to execute and deliver releases reflecting the provisions hereof.

Section 5.2                                    Indemnification by the Vistana Group.  Without limiting or otherwise affecting the indemnity or limitations of liability provisions of the Ancillary Agreements, from and after the Business Transfer Time, Vistana, and each member of the Vistana Group shall, on a joint and several basis, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Starwood Indemnitees from and against, and shall reimburse such Starwood Indemnitees with respect to, any and all Liabilities that result from, relate to or arise, whether prior to, at or following the Business Transfer Time, out of any of the following items (without duplication):

(a)                                 the Vistana Business, including any failure of Vistana or any other member of the Vistana Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, promptly and in full, any Liability relating to, arising out of or resulting from the Vistana Business;

(b)                                 the Vistana Assets and Vistana Liabilities;

(c)                                  any breach by Vistana or any other member of the Vistana Group of any agreement or obligation to be performed by such Persons pursuant to this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which, including any limitation of liability contained therein, shall be controlling);

(d)                                 if Starwood elects to effect the Exchange Offer, any documents and information related to ILG expressly provided by ILG for inclusion in any documents and information delivered to the stockholders of Starwood and Partnership Unitholders in connection with the Exchange Offer or Clean-Up Spin-Off that otherwise would not have been delivered to such stockholders and Partnership Unitholders if Starwood had elected to effect the One-Step Spin-Off, and any Liabilities resulting therefrom; and

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(e)                                  the enforcement by the Starwood Indemnitees of their rights to be indemnified, defended and held harmless under this Section 5.2.

Section 5.3                                    Indemnification by Starwood.  Without limiting or otherwise affecting the indemnity or limitation of liability provisions of the Ancillary Agreements, from and after the Business Transfer Time, Starwood, and each member of the Starwood Group shall, on a joint and several basis, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the Vistana Indemnitees from and against, and shall reimburse such Vistana Indemnitees with respect to, any and all Liabilities that result from, relate to or arise, whether prior to or following the Business Transfer Time, out of any of the following items (without duplication):

(a)                                 the Starwood Business, including any failure of Starwood or any other member of the Starwood Group or any other Person to pay, perform, fulfill, discharge and, to the extent applicable, comply with, promptly and in full any Liability relating to, arising out of or resulting from the Starwood Business;

(b)                                 the Starwood Assets and the Starwood Liabilities;

(c)                                  any breach by Starwood or any other member of the Starwood Group of any agreement or obligation to be performed by such Persons pursuant to this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which, including any limitations on liability contained therein, shall be controlling);

(d)                                 if Starwood elects to effect the Exchange Offer, any documents and information delivered to the stockholders of Starwood and Partnership Unitholders in connection with the Exchange Offer or Clean-Up Spin-Off that otherwise would not have been delivered to such stockholders and Partnership Unitholders if Starwood had elected to effect the One-Step Spin-Off, and any Liabilities resulting therefrom, except with respect to documents and information related to ILG expressly provided by ILG for inclusion therein or incorporated by reference therein; and

(e)                                  the enforcement by the Vistana Indemnitees of their rights to be indemnified, defended and held harmless under this Section 5.3.

Section 5.4                                    Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a)                                 The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement shall be net of (i) Insurance Proceeds that actually reduce the amount of the Liability for which indemnification is sought or (ii) other amounts recovered from any third party that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability (“Third-Party Proceeds”). Accordingly, the amount which any Party (the “Indemnitor”) is required to pay to any Person entitled to indemnification or reimbursement under Section 5.2 or Section 5.3 of this Agreement (the “Indemnitee”) shall be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in reduction of the related Liability. If the Indemnitee receives a payment (an

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“Indemnity Payment”) required by this Agreement from the Indemnitor in respect of any Liability and subsequently receives Insurance Proceeds or Third-Party Proceeds, then the Indemnitee shall promptly pay to the Indemnitor an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.  For the avoidance of doubt, in no event shall this Section 5.4(a) require any Party to seek insurance or other third-party proceeds.

(b)                                 An insurer that would otherwise be obligated to defend or make payment in response to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit that it would not be entitled to receive in the absence of the indemnification provisions of this Agreement by virtue of the indemnification provisions hereof.

Section 5.5                                    Procedures for Defense, Settlement and Indemnification of Third-Party Claims.

(a)                                 If the Indemnitee receives notice or otherwise becomes aware that a Person (including any Governmental Authority) other than a Starwood Entity or a Vistana Entity has asserted any claim or commenced an Action for which the Indemnitee may be entitled to indemnification under this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), then the Indemnitee shall notify the Indemnitor in writing as promptly as practicable thereafter. Any such notice shall describe the Third-Party Claim in reasonable detail and include any relevant written correspondence from the third party regarding the Third-Party Claim. If the Indemnitee does not provide this notice of a Third-Party Claim, then the Indemnitor shall not be relieved of its indemnification obligations under this Article V, except to the extent that the Indemnitor is actually prejudiced as a result of such Indemnitee’s failure to give timely notice. The Indemnitee shall deliver copies of all documents it receives regarding the Third-Party Claim to the Indemnitor promptly (and in any event within five (5) Business Days) after the Indemnitee receives them.

(b)                                 With respect to any Third-Party Claim:

(i)                                     Unless the Parties otherwise agree and subject to the cooperation and consultation rights and obligations of the Parties described in Section 5.6, to the extent applicable, within thirty (30) days after the Indemnitor receives notice of a Third-Party Claim in accordance with Section 5.5(a), the Indemnitor shall have the right to assume the defense of the Third-Party Claim (and, unless the Indemnitor has specified any reservations or exceptions and subject to this Section 5.5(b), seek to settle or compromise such Third-Party Claim), at its expense and with its counsel; provided, however, that the defense of such Third-Party Claim by the Indemnitor (A) shall not, in the reasonable determination of the Indemnitee, affect the Indemnitee or any of its controlled Affiliates in a materially adverse manner (and, for the avoidance of doubt, any Third-Party Claim relating to or arising in connection with any criminal proceeding, Action, indictment, allocation or investigation against Starwood or its Affiliates shall be

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deemed materially adverse to Starwood, and any Third-Party Claim relating to or arising in connection with any criminal proceeding, Action, indictment, allocation or investigation against Vistana or its Affiliates shall be deemed materially adverse to Vistana), (B) shall with respect to a Third-Party Claim that solely seeks (and continues to seek) monetary damages and not equitable relief and (C) shall not, in the reasonable determination of the Indemnitee’s counsel, result in a conflict between the positions of the Indemnitor and Indemnitee in conducting such defense.  The Indemnitee may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the Third-Party Claim with respect to which the Indemnitor has assumed the defense. However, the Indemnitor shall pay the fees and expenses of counsel that the Indemnitee engages for any period during which the Indemnitor has not assumed (or is prohibited from assuming) the defense of the Third-Party Claim (other than for any period in which the Indemnitee did not notify the Indemnitee of the Third-Party Claim as required by Section 5.5(a)).

(ii)                                  No Indemnitor shall consent to entry of a judgment or settle a Third-Party Claim without the applicable Indemnitee’s consent, which consent shall not be unreasonably withheld or delayed. However, the Indemnitee shall consent to entry of a judgment or a settlement if it (A) does not include a finding or admission by the Indemnitee of a violation of Law or the rights of any Person, (B) involves only monetary relief which the Indemnitor has agreed to pay and could not reasonably be expected to have a material adverse impact (financial or nonfinancial) on the Indemnitee, or any of its Subsidiaries or Affiliates and (C) includes a full and unconditional release of the Indemnitee. The Indemnitee shall not be required to consent to entry of a judgment or a settlement if it would permit an injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee.

(c)                                  No Indemnitee shall admit any Liability with respect to, or settle, compromise or discharge, a Third-Party Claim without the Indemnitor’ s prior written consent (which consent shall not be unreasonably withheld or delayed), unless the Indemnitee releases the Indemnitor of such Indemnitor’s indemnification obligations with respect to such Third-Party Claim.

Section 5.6                                    Additional Matters.

(a)                                 With respect to any Third-Party Claim for which any Vistana Entity, on the one hand, and any Starwood Entity, on the other hand, may have Liability under this Agreement or any of the Ancillary Agreements, the Parties agree to cooperate fully and maintain a joint defense (in a manner that shall preserve the attorney-client privilege, joint defense or other privilege with respect thereto) so as to seek to minimize such Liabilities and defense costs associated therewith. The Party that is not responsible for managing the defense of such Third-Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may retain counsel to monitor or assist in the defense of such claims at its own cost.

(b)                                 In the event of an Action that involves solely matters that are indemnifiable and in which (i) the Indemnitor is not a named defendant or (ii) any Indemnitee is a named defendant along with the Indemnitor, if either the Indemnitee or the Indemnitor so requests, the

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Parties shall endeavor, in the case of clause (i), to substitute the Indemnitor for the named defendant and, in the case of clause (ii), cause the Indemnitee to be removed as a named defendant. If such substitution, addition or removal cannot be achieved for any reason or is not requested, the rights and obligations of the Parties regarding indemnification and the management of the defense of claims as set forth in this Article V shall not be affected.

Section 5.7                                    Contribution.

(a)                                 If the indemnification provided for under this Agreement is judicially determined to be unavailable, or insufficient to hold harmless the Indemnitee in respect of any indemnifiable Liability, then the Indemnitor, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by the Indemnitee as a result of such Liabilities. The amount contributed by the Indemnitor shall be in such proportion as reflects the relative fault of the Indemnitor and the Indemnitee in connection with the actions or omissions resulting in the Liability and any other relevant equitable considerations.

(b)                                 The Parties agree that any method of allocation of contribution under this Section 5.7 shall take into account the equitable considerations referred to in Section 5.7(a). The amount paid or payable by the Indemnitee to which the Indemnitor shall contribute shall include any legal or other expenses reasonably incurred by the Indemnitee to investigate any claim or defend any Action. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 5.8                                    Exclusive Remedy.

(a)                                 Each of ILG and Starwood is an established business entity that has been represented by experienced counsel in connection with the execution and delivery of this Agreement and the Ancillary Agreements, and intends and hereby agrees that this Article V sets forth the exclusive remedies and rights of the Parties following the Business Transfer Time in respect of the matters indemnified under this Article V, except that nothing contained in this Section 5.8 will impair any right of any Person (i) to specific performance under this Agreement, and (ii) to equitable relief as provided in Section 7.17 hereof.  In furtherance of the foregoing, each of the Parties hereto hereby waives, for itself and their respective Affiliates, predecessors, successors and assigns, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against the other Party and its Affiliates, successors and assigns in respect of the matters indemnified under this Article V, arising under or based upon any Law other than the right to seek indemnity pursuant to this Article V and the right to seek the relief described in clauses (i) and (ii) of the preceding sentence.

(b)                                 Notwithstanding anything to the contrary set forth herein, indemnification, limitations on remedies and limitations on liabilities with respect to (i) the Intercompany Agreements set forth Schedule 2.3(b)(v), (ii) the Ancillary Agreements and (iii) any agreements or arrangements entered into after the Business Transfer Time between any member of the Vistana Group or any of their respective Affiliates, on the one hand, and any member of the Starwood Group or any of their respective Affiliates, on the other hand, in each case, shall be governed by the terms of such agreements or arrangements and not by this Article V.

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Section 5.9                                    Survival of Indemnities.  The rights and obligations of Starwood and Vistana and their respective Indemnitees under this Article V shall survive the Business Transfer Time and the sale or other transfer by any Party of any Assets or businesses or the assignment by any Party of any Liabilities. The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of any Indemnitee and (b) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

Section 5.10                             Limitations of Liability.  Except as may expressly be set forth in this Agreement, in no event shall Starwood, Vistana or any member of their respective Groups have any Liability to the other or to any other member of the other’s Group, or to any other Starwood Indemnitee or Vistana Indemnitee, as applicable, under this Agreement (a) to the extent that any such Liability resulted from any willful violation of Law or fraud by the party seeking indemnification or (b) for any indirect or punitive damages or any damages that are not, as of the Business Transfer Time, reasonably foreseeable (other than to the extent that the Indemnitee is liable for such damages under an order issued by a Governmental Authority in connection with a Third-Party Claim).

ARTICLE VI
ADDITIONAL AGREEMENTS

Section 6.1                                    Further Assurances.  Subject to the limitations of Section 2.2 and the other terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as practicable after the Execution Date. In addition, in the event that ILG Subsidiary Buyer does not receive, upon the consummation of the Asset Purchase, good, legal, valid and marketable title to any Purchased Asset, free and clear of all Liens (other than those Liens set forth in any Organizational Document of the applicable Purchased Entity or arising pursuant to applicable securities Laws or created by this Agreement or Liens created by or through ILG or any of ILG’s Subsidiaries), then Starwood shall thereafter use its reasonable best efforts to promptly take, or cause to be taken, at Starwood’s sole cost and expense, all actions, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable to remove any such Lien or to otherwise correct such title defect so as to ensure that ILG Subsidiary Buyer has good, legal, valid and marketable title to such Purchased Asset, free and clear of all Liens (other than those Liens set forth in any Organizational Document of the applicable Purchased Entity or arising pursuant to applicable securities Laws or created by this Agreement or Liens created by or through ILG or any of ILG’s Subsidiaries).

Section 6.2                                    Agreement for Exchange of Information.

(a)                                 Except for any request for Information relating to adversarial Action or threatened adversarial Action by any Starwood Entity or Vistana Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), and subject to Section 6.2(b), each of Starwood and Vistana, on behalf itself and the members of its respective Group, shall use reasonable efforts to provide, to the other Group, at

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any time prior to, on or after the Business Transfer Time, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of the members of such Group that the requesting party reasonably requests (i) in connection with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Laws in respect of Taxes) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax, insurance or other proceeding or in order to satisfy audit, accounting, claims, regulatory, investigation, litigation, Tax or other similar requirements, or (iii) to comply with its obligations under this Agreement, the Merger Agreement, any Ancillary Agreement, any agreement listed in Section 2.3(b) or any other agreements or arrangements entered into prior to the Business Transfer Time with respect to which the requesting party requires Information from the other Party in order to fulfill the requesting party’s obligations under such agreement or arrangement. The receiving party may use any Information received pursuant to this Section 6.2(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in the immediately preceding sentence and shall otherwise take reasonable steps to protect such Information. Nothing in this Section 6.2 may be construed as obligating a Party to create Information not already in its possession or control.  Each Party agrees that, after the Effective Time, Information provided to the other Party or its Group pursuant to this Section 6.2 shall be subject to the confidentiality obligations in the applicable Confidentiality Agreements as if such Information were provided prior to the Business Transfer Time; provided, that, for the avoidance of doubt, for such purpose and after the Effective Time, the Vistana Entities shall be considered Representatives of ILG under the Vistana Confidentiality Agreement.

(b)                                 If any Party determines that the exchange of any Information pursuant to Section 6.2(a) is reasonably likely to violate any Law or Contract, or waive or jeopardize any attorney-client privilege, or attorney work-product protection, then such party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with Section 6.2(a) in a manner that avoids any such violation, waiver or jeopardy. Starwood and Vistana intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.

Section 6.3                                    Ownership of Information.  The provision of Information pursuant to Section 6.2 shall not grant or confer rights of license or otherwise in any such Information.

Section 6.4                                    Compensation for Providing Information.  Except as otherwise set forth in the Merger Agreement or any Ancillary Agreement, the party requesting Information pursuant to Section 6.2 agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, actually incurred in seeking, creating, gathering, copying and delivering such Information, to the extent that such costs are incurred for the benefit of the requesting Party.

Section 6.5                                    Record Retention.  To facilitate the possible exchange of Information pursuant to this Article VI and other provisions of this Agreement from and after the Effective Time, each Party agrees to use its reasonable efforts to retain all Information in accordance with its record retention policy as in effect immediately prior to the Effective Time or as modified in good faith thereafter; provided, that, to the extent that any Ancillary Agreement provides for a

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longer retention period for certain Information, such longer period shall control.  Starwood shall be entitled to retain a copy of the books and records of the Vistana Group relating to periods prior to the Effective Time; provided, that, to the extent required to satisfy Starwood’s legal or Contractual obligations, Starwood shall be entitled to retain original books and records relating to such periods, and shall provide Vistana with a copy of all such retained books and records.  No Party shall destroy, or permit any of its Subsidiaries to destroy, any Information that any other Party may have the right to obtain pursuant to this Agreement before the end of the period provided in the applicable record retention policy without first using its reasonable efforts to notify such other Party of the proposed destruction and giving such other Party the opportunity to take possession of such Information before it is destroyed.  In the case of any Information relating to a pending or threatened Action (including any pending or threatened investigation by a Governmental Authority) subject to a “litigation hold” known to any member of the Group that possesses relevant documents or records, such member shall issue and comply (or cause the applicable members of its Group to comply) with the requirements of such “litigation hold.”  Notwithstanding the foregoing, Section 7.02 of the Tax Matters Agreement shall govern the retention of Tax Returns, schedules and work papers and all material records or other documents relating thereto. No Party shall have any liability to any other Party if any Information is destroyed after reasonable efforts by such party to comply with the provisions of this Section 6.5.

Section 6.6                                    Other Agreements Providing for Exchange of Information.  The rights granted and obligations imposed under this Article VI shall be subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in the Merger Agreement, any Ancillary Agreement or the Confidentiality Agreements.

Section 6.7                                    Production of Witnesses; Records; Cooperation.  From and after the Business Transfer Time, except in the case of an adversarial Action or threatened adversarial Action by any Starwood Entity or Vistana Entity against any member of the other’s Group (which shall be governed by such discovery rules as may be applicable thereto), each Party, shall (a) cooperate and consult in good faith as reasonably requested in writing by the other Party with respect to (i) any Action, or (ii) any audit or any other legal requirement, in each case, whether relating to this Agreement, the Merger Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby or otherwise, and (b) use reasonable efforts to make available to such other party the former, current and future directors, managers, officers, employees, other personnel and agents of the members of its respective Group (whether as witnesses or otherwise) and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, managers, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection therewith. Notwithstanding the foregoing, this Section 6.7 does not require a Party to take any step that would materially interfere, or that it reasonably determines could materially interfere, with its business.  The requesting Party agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, incurred in connection with a request under this Section 6.7.

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Section 6.8                                    Privilege; Conflicts of Interest.

(a)                                 The Parties acknowledge and agree that the Vistana Entities’ attorney-client privilege, attorney work-product protection and expectation of client confidence with respect to any communications concerning any proposed sale, spin-off or other disposition of the Vistana Business or any other transaction contemplated by this Agreement, the Merger Agreement or any Ancillary Agreement or in lieu of any of the foregoing, and all information and documents covered by such privilege, protection or expectation shall be retained and controlled by Starwood, and may be waived only by Starwood.  Vistana acknowledges and agrees, on behalf of itself and the members of its Group, that (i) the foregoing attorney-client privilege, attorney work-product protection and expectation of client confidence shall not be controlled, owned, used, waived or claimed by the Vistana Entities upon consummation of the Distribution; and (ii) in the event of a dispute between any member of the Vistana Group and a third party or any other circumstance in which a third party requests or demands that the member of the Vistana Group produce privileged materials or attorney work-product of a Starwood Entity (including the privileged communications and attorney work-product covered by this Section 6.8), Vistana shall cause such member of the Vistana Group to assert such attorney-client privilege on behalf of the applicable Starwood Entity to prevent disclosure of privileged communications or attorney work-product to such third party.

(b)                                 The Parties acknowledge and agree that the attorney-client privilege, attorney work-product protection and expectation of client confidence with respect to any communications concerning general business matters related to the Vistana Business and the Vistana Entities and arising prior to the Distribution for the benefit of both Starwood and the Vistana Entities (other than with respect to any communications concerning any proposed sale, spin-off or other disposition of the Vistana Business or any other transaction contemplated by this Agreement, the Merger Agreement or any Ancillary Agreement or in lieu of any of the foregoing) shall be subject to a joint privilege and protection between Starwood, on the one hand, and the Vistana Entities, on the other hand, and Starwood and the Vistana Entities shall have equal right to assert such joint privilege and protection and no such joint privilege or protection may be waived by (i) Starwood without the prior written consent of such Vistana Entity or (ii) by any Vistana Entity without the prior written consent of Starwood; provided, however, that any such privileged communications or attorney-work product, whether arising prior to, or after the Distribution Date, with respect to any matter for which a Party has an indemnification obligation hereunder, shall be subject to the sole control of such party, which shall be solely entitled to control the assertion or waiver of the privilege or protection, whether or not such communications or work product is in the possession of or under the control of such party. Notwithstanding the foregoing, the Parties acknowledge and agree that Latham & Watkins LLP, Skadden, Arps, Slate, Meagher & Flom LLP, Jones Day, Kilpatrick, Townsend & Stockton, LLP (“Counsel”) and in-house counsel of Starwood represent only Starwood and not the Vistana Entities and that (A) any advice given by or communications with Counsel shall not be subject to any joint privilege and shall be owned solely by Starwood, (B) any advice given by or communications with in-house counsel of Starwood (to the extent it relates to any proposed sale, spin-off or other disposition of the Vistana Business or any other transaction contemplated by this Agreement, the Merger Agreement or any Ancillary Agreement or in lieu of any of the foregoing) shall not be subject to any joint privilege and shall be owned solely by Starwood, and (C) no other party has the status of a client of Counsel for conflict of interest or any other purposes as a result thereof. Starwood and Vistana (for itself and on behalf of the Vistana Group, including, after the Effective Time, the ILG Group) hereby agree that, in the

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event that any dispute, or any other matter in which the interests of Starwood, its Affiliates and its direct and indirect equity holders, on the one hand, and the Vistana Group (including, after the Effective Time, the ILG Group), on the other hand, are adverse, arises after the Effective Time between the Vistana Group, on the one hand, and Starwood, its Affiliates and its direct and indirect equity holders, on the other hand, Counsel may represent Starwood, its Affiliates and its direct and indirect equity holders in such dispute, even though the interests of Starwood, its Affiliates and its direct and indirect equity holders may be directly adverse to one or more members of the Vistana Group (including, after the Effective Time, the ILG Group), unless Counsel formerly represented one or more of members of the Vistana Group in any matter substantially related to such dispute.

Section 6.9                                    Insurance.

(a)                                 Except as otherwise provided in the License Agreement or any other Ancillary Agreement, from and after the Business Transfer Time, the Vistana Entities shall cease to be insured by the Starwood Group’s insurance policies or by any of their self-insured or captive insurance programs, except with respect to insurance policies providing coverage on an occurrence basis, including defense and indemnity benefits attributable to or arising from or under such policies or programs (such policies or programs, the “Pre-Closing Insurance Policies”).  Any Starwood Entity may, to be effective at the Business Transfer Time, amend any insurance policies in the manner they deem appropriate to give effect to this Section 6.9; provided, that in no event shall a Starwood Entity be permitted to amend any insurance policy in any manner which would eliminate, reduce or otherwise limit coverage for any occurrence or action that occurred prior to the Distribution if such coverage was then available.  Other than as stated in the foregoing sentences of this Section 6.9(a), from and after the Business Transfer Time, Vistana shall be responsible for securing all insurance it considers appropriate for its operation of the Vistana Entities and the Vistana Business and for promptly providing evidence thereof, as may be required, to third parties under any Contract or lease; provided, that notwithstanding the foregoing, each of Starwood and Vistana shall comply (and shall cause the members of its Group to comply) with the applicable requirements relating to insurance matters set forth in the Merger Agreement and the Ancillary Agreements.

(b)                                 From and after the Business Transfer Time, Vistana shall not, and shall cause the members of its Group not to, assert any right, claim or interest in, to or under any Pre-Closing Insurance Policies, other than any right, claim or interest that existed prior to the Business Transfer Time.  From and after the Business Transfer Time, in the event any Vistana Entity incurs any Liabilities covered by “occurrence form” Pre-Closing Insurance Policies (“Pre-Closing Insurance Claims”), and notifies Starwood and/or the Insurer of such Pre-Closing Insurance Policies, in accordance with the notice provisions of such policies of such Pre-Closing Insurance Claim, Starwood shall, or shall cause its applicable Subsidiaries to, submit such Pre-Closing Insurance Claim to the applicable insurer following such notification. To the extent not covered by or payable under Pre-Closing Insurance Policies, Vistana shall be solely responsible to Starwood and its Subsidiaries for all costs, expenses and fees in connection with any Pre-Closing Insurance Claim, and for any deductibles, retentions, premium increases on any Pre-Closing Insurance Policies which are attributable to any Pre-Closing Insurances Claims submitted pursuant to this Section 6.9(b).  Vistana shall, and shall cause the members of its Group to, reasonably cooperate with Starwood or its applicable Subsidiaries or the applicable

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insurer in the investigation, contesting, defense or settlement of such Pre-Closing Insurance Claim.  For the avoidance of doubt, (i) any Liabilities involving or related to Pre-Closing Insurance Claims that are in excess of insurance coverage therefor (net of any retention amounts, recovery costs, increases in premium and related deductible payable by Starwood or its Subsidiaries in connection therewith) under applicable Pre-Closing Insurance Policies shall not be the responsibility of Starwood or its Subsidiaries, unless otherwise required by this Agreement, including the provisions of Article V, (ii) Starwood or its Subsidiaries shall have the right, subject to the terms and provisions of the applicable Pre-Closing Insurance Policy, to investigate, contest, assume the defense of or settle any Pre-Closing Insurance Claim and (iii) any amounts paid by an insurer and/or received by the Vistana Group pursuant to this Section 6.9(b) shall not constitute indemnifiable Liabilities under Article V, and the Vistana Group shall have no right to indemnification under Article V with respect to any such amounts. Furthermore, to the extent any Pre-Closing Insurance Claim has been brought under a Pre-Closing Insurance Policy by Starwood or its Subsidiaries, Vistana shall, and shall cause the members of its Group to, from and after the Business Transfer Time, reasonably cooperate with Starwood or such Subsidiaries in the investigation, contesting, defense or settlement of any such Pre-Closing Insurance Claim.

(c)                                  Subject to Starwood’s compliance with the applicable terms of this Section 6.9, the Starwood Group shall have no Liability to the Vistana Group whatsoever as a result of the insurance policies and practices of the Starwood Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(d)                                 Notwithstanding anything to the contrary herein or in the Merger Agreement or any Ancillary Agreement, Starwood and its Affiliates (other than the Vistana Entities) shall be entitled to receive and retain all Insurance Proceeds recovered or recoverable by any Party or any of its Group members in respect of restoration of the Los Cabos Resort, which shall be remitted promptly to Starwood after the Effective Time to the extent actually received by any of member of the ILG Group.

Section 6.10                             Asset Purchase.

(a)                                 Immediately prior to the Distribution on the Distribution Date, solely to the extent required pursuant to Section 6.10(c), for the applicable considerations set forth in Section 6.10(b), and upon the other applicable terms and conditions set forth in this Section 6.10:

(i)                                     ILG shall, or shall cause one or more of the ILG Subsidiaries to, purchase, acquire and accept from (A) Starwood Mexico Servicios Compartidos SA de CV, an indirect Subsidiary of Starwood (“SMSC”): 100% of the Interests of (1) Empresa de Servicios Cancún S.A. de C.V., (2) Empresa de Servicios Los Cabos S.A. de C.V., (3) Empresa de Servicios K20 Cancún, S. de R.L. de C.V., (4) Hoteles Cancún K20, S. de R.L. de C.V., (5) Hoteles Cabos K22.5, S. de R.L. de C.V., (6) Hoteles Vallarta 205, S. de R.L. de C.V. and (7) Turistica Cancún S. de R.L. de C.V. (the entities described in subclauses (1)-(7) of this Section 6.10(a)(i)(A), the “Mexico Entities”) and (B) Starwood Hong Kong Holdings (“SHKH”): (1) 100% of the Interests of Westin St. John Hotel

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Company, Inc. (“WSJ,” together with the Mexico Entities, the “Purchased Entities”) and (2) 100% or less than 100% of the note receivable owed by WSJ to SHKH (such note receivable, the “Purchased Note”); and

(ii)                                  Starwood shall cause each of SMSC and SHKH to, sell, convey, transfer, assign and deliver to ILG Subsidiary Buyer all of its respective right, title and interest in, to and under the Interests of the applicable Purchased Entities and all or a portion of the Purchased Note.

(b)                                 The consideration for acquiring (i) 100% of the Interests of the Mexico Entities is an amount equal to the Mexico Entities Purchase Price; (ii) 100% of the Interests of WSJ is an amount equal to the WSJ Purchase Price; and (iii) (A) 100% of the Purchased Note is an amount equal to the Maximum Purchased Note Purchase Price or (B) less than 100% of the Purchased Note is an amount equal to the applicable portion of the Maximum Purchased Note Purchase Price (the “Purchased Note Purchase Price”).

(c)                                  In the event that the Distribution Date Payment:

(i)                                     is equal to or less than the Mexico Entities Purchase Price but greater than zero, (A) ILG Subsidiary Buyer shall not acquire any of the Interests of WSJ or any portion of the Purchased Note, but shall acquire only 100% of the Interests of the Mexico Entities from SMSC and (B) Starwood shall make a capital contribution to Vistana in a cash amount (if any) equal to (x) the Mexico Entities Purchase Price, minus (y) the Distribution Date Payment;

(ii)                                  is equal to or less than the sum of the Mexico Entities Purchase Price and the Maximum Purchased Note Purchase Price but greater than the Mexico Entities Purchase Price, ILG Subsidiary Buyer shall not acquire any of the Interests of WSJ, but shall acquire only (A) 100% of the Interests of the Mexico Entities from SMSC and (B) the portion of the Purchased Note from SHKH equal to the Distribution Date Payment minus the Mexico Entities Purchase Price;

(iii)                               is equal to or less than the sum of the Mexico Entities Purchase Price and the WSJ Purchase Price (such sum, the “Purchased Entities Purchase Price”) but greater than the sum of the Mexico Entities Purchase Price and the Maximum Purchased Note Purchase Price, ILG Subsidiary Buyer shall not acquire any portion of the Purchased Note, but shall acquire only (A) 100% of the Interests of the Mexico Entities from SMSC and 100% of the Interests of WSJ from SHKH, and (B) Starwood shall make a capital contribution to Vistana in a cash amount (if any) equal to (x) the Purchased Entities Purchase Price, minus (y) the Distribution Date Payment;

(iv)                              is equal to or less than the sum of the Purchased Entities Purchase Price and the Maximum Purchased Note Purchase Price but greater than the Purchased Entities Purchase Price, ILG Subsidiary Buyer shall acquire only (A) 100% of the Interests of the Mexico Entities from SMSC and 100% of the Interests of WSJ from SHKH and (B) the portion of the Purchased Note from SHKH equal to the Distribution Date Payment minus the Purchased Entities Purchase Price; or

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(v)                                 exceeds the sum of the Purchased Entities Purchase Price and the Maximum Purchased Note Purchase Price (the “Maximum Asset Purchase Price”), (A) ILG Subsidiary Buyer shall acquire 100% of the Interests of the Mexico Entities from SMSC and 100% of the Interests of WSJ from SHKH and 100% of the Purchased Note from SHKH and (B) Vistana shall pay to Starwood an amount of cash (all or a portion of which, for the avoidance of doubt, may be borrowed by Vistana from ILG, subject to any such representations, covenants, terms and conditions as may be reasonably and mutually agreed upon by the Parties) equal to the amount by which the Distribution Date Payment exceeds the Maximum Asset Purchase Price.

(d)                                 Starwood shall, and shall cause its applicable Subsidiaries to, execute such instruments of assignment and transfer and take such other corporate actions as are necessary to transfer to ILG Subsidiary Buyer, all of the right, title and interest in, to and under the Purchased Assets from Starwood or its applicable Subsidiaries.  All amounts payable pursuant to this Section 6.10 shall be paid in cash by wire transfer of immediately available funds on or prior to the Distribution Date.

Section 6.11                             Certain Separation Expenses.  Each of Starwood, Vistana and ILG acknowledges that Starwood has incurred $225,448.11 of third-party expenses (“Reimbursement Amount”) comprised of: (i) an amount of $72,738 (fifty percent (50%) of the total fee) (the “SAP Consent Fee”) incurred by Starwood to obtain a Consent (as defined in the Transition Services Agreement) under that certain Transitional Services Amendment to SAP America Inc. - Starwood Hotels & Resorts Worldwide, Inc. Software License Agreement with SAP American, Inc., dated as of March 11, 2016 (the “SAP Consent”) and (ii) a $152,710.11 fee incurred by Starwood in connection with that certain Vistana Migration Services Agreement with Ceridian HCM, Inc., dated as of December 31, 2015, in each case, for the benefit of Vistana prior to the Distribution Date, and agrees that such Reimbursement Amount shall be treated as additional “Vistana Separation Expenses,” and, as such, shall increase the aggregate amount of Vistana Separation Expenses by an amount equal to the Reimbursement Amount for purposes of calculating the Distribution Date Payment in accordance with this Agreement. For the avoidance of doubt, payment of that portion of the Distribution Date Payment equal to the SAP Consent Fee shall be deemed to satisfy in full any and all payment obligations of ILG, the Vistana Group and their respective Affiliates in connection with the SAP Consent pursuant to the terms of Section 2.1(c) of the Transition Services Agreement.

ARTICLE VII
MISCELLANEOUS

Section 7.1                                    Expenses.  Except as otherwise provided in this Agreement, each Party shall be responsible for the fees and expenses of the Parties as provided in the Merger Agreement.

Section 7.2                                    Entire Agreement.  This Agreement, the Merger Agreement, the Ancillary Agreements and the Confidentiality Agreements, including any related annexes, exhibits and schedules, as well as any other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral,

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that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

Section 7.3                                    Governing Law.  This Agreement and, unless expressly provided therein, each Ancillary Agreement, and all Actions (whether in contract or tort) that may be based upon, arise out of or relate hereto or thereto or the negotiation, execution or performance hereof or thereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the Law of the State of Delaware, without regard to the choice of law or conflicts of law principles thereof.  The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware.

Section 7.4                                    Characterization of Payments.

(a)                                 Except for payments made pursuant to Section 6.10(b) for the Purchased Assets and except as provided in Section 7.4(b), the Parties agree to treat all payments required by this Agreement (other than any payments with respect to interest accruing after the Distribution Date) as either a contribution by Starwood to Vistana or a distribution by Vistana to Starwood, as the case may be, occurring immediately prior to the Distribution Date unless a contrary treatment is required under applicable Law.

(b)                                 The Parties agree to treat any Indemnity Payment in respect of the Purchased Assets as an adjustment to the Mexico Entities Purchase Price, the WSJ Purchase Price or the Purchased Note Purchase Price, as the case may be, unless a contrary treatment is required under applicable Law.

Section 7.5                                    Notices.  All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows:

If to Starwood or, prior to the Effective Time, Vistana:

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If to Vistana, after the Effective Time, or to ILG:

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

or to such other address addresses as the Parties hereto may from time to time designate in writing.

Section 7.6                                    Priority of Agreements.  If there is a conflict between any provision of this Agreement and a provision in any of the Ancillary Agreements (other than the Tax Matters Agreement and Employee Matters Agreement), each of this Agreement and the other Ancillary Agreement is to be interpreted and construed, if possible, so as to avoid or minimize such conflict, but to the extent, and only to the extent, of such conflict, the provision of this Agreement shall control unless specifically provided otherwise in this Agreement or in the Ancillary Agreement.  Except as otherwise specifically provided herein, this Agreement shall not apply to matters relating to Taxes or employees, employee benefits plans, and related assets and liabilities including pension and other post-employment benefit assets and liabilities, which shall be exclusively governed by the Tax Matters Agreement and Employee Matters

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Agreement, respectively.  In the case of any conflict between this Agreement and the Tax Matters Agreement or Employee Matters Agreement, respectively, in relation to any matters addressed by the Tax Matters Agreement or Employee Matters Agreement, the Tax Matters Agreement or Employee Matters Agreement, as applicable, shall prevail. The procedures relating to indemnification for Tax matters shall be exclusively governed by the Tax Matters Agreement.

Section 7.7                                    Amendments and Waivers.  (a) Subject to Section 7.7(c), any Party may, at any time, by action taken by its board of directors (or other governing body), or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement or (without limiting Section 7.7(b)) agree to an amendment or modification to this Agreement by an agreement in writing executed in the same manner (but not necessarily by the same Persons) as this Agreement.  No waiver by any of the Parties of any breach hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent breach hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.  No waiver by any of the Parties of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party sought to be charged with such waiver.

(b)                                 Subject to Section 7.7(c), this Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by the Parties in the same manner as this Agreement and which makes reference to this Agreement.

(c)                                  In addition, unless the Merger Agreement shall have been terminated in accordance with its terms, any waiver or amendment of this Agreement shall also require the written consent of ILG.

Section 7.8                                    Termination.  This Agreement shall terminate without further action at any time before the Effective Time upon termination of the Merger Agreement.  If terminated, no Party shall have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Merger Agreement.

Section 7.9                                    Parties in Interest.  Notwithstanding anything herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  ILG shall have the rights to enforce the rights of Vistana under this Agreement and shall have the rights to enforce Section 2.1(a), Section 2.2(b), Section 2.4(a), Section 3.4, Section 4.3(c), Section 4.3(e), Section 4.4 (other than Section 4.4(c)), Section 4.5(b), Section 6.10, Section 6.11, Section 7.7(c) and this Section 7.9.  As of the Effective Time, this Agreement shall be binding on ILG (including as a member of the Vistana Group) and ILG shall be, as between Starwood and ILG, subject to the obligations and restrictions (including any acknowledgements, releases and waivers) imposed on, and shall be the beneficiary of the rights of, Vistana and the other Vistana Entities under this Agreement.  Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any rights or remedies under or by reason of this Agreement, except (i) as contemplated in the preceding sentence and (ii) for the provisions of Article V with respect to the indemnification of Indemnitees and the release of Starwood Released Persons and Vistana Released Persons.

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Section 7.10                             Assignability.  No Party may assign its rights or delegate its duties under this Agreement without the written consent of the other Party, except that a Party may assign its rights or delegate its duties under this Agreement to an Affiliate thereof; provided, that Vistana may assign this Agreement, without obtaining the prior written consent of Starwood, to any lender (or agent for any lender) for collateral purposes only (and upon any assignment permitted by this proviso, the references to Vistana Group shall also apply to any such assignee unless the context otherwise acquires); provided, further, that no assignment or delegation shall relieve any Party of its indemnification obligations or obligations in the event of a breach of this Agreement and any assignee shall agree in writing to be bound by the terms and conditions contained in this Agreement.  Any attempted assignment or delegation in breach of this Section 7.10 shall be null and void.

Section 7.11                             Interpretation.

(a)                                 Unless the context of this Agreement otherwise requires:

(i)                                     (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, Annex, Exhibit or Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (F) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (G) the word “or” shall be disjunctive but not exclusive;

(ii)                                  references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions);

(iii)                               references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and

(iv)                              references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(b)                                 The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent.  The Parties acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

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(c)                                  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.  If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(d)                                 The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(e)                                  The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(f)                                   All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.

(g)                                  All monetary figures shall be in United States dollars unless otherwise specified.

(h)                                 Except as otherwise expressly provided elsewhere in this Agreement, the Merger Agreement, or any Ancillary Agreement, any provision herein which contemplates the agreement, approval or consent of, or exercise of any right of, a Party, such Party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion.

Section 7.12                             Severability.  If any provision of this Agreement or any Ancillary Agreement, or the application of any provision to any Person or circumstance, is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect.  The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

Section 7.13                             Captions; Counterparts.  The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.  This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery of any signature page by facsimile, electronic or pdf. transmission shall be binding to the same extent as an original signature page.

Section 7.14                             Survival of Covenants.  Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein, shall survive each of the Internal Reorganization, the Asset Purchase and the Distribution and shall remain in full force and effect thereafter.  The representations and warranties contained in Section 2.4(a) of this Agreement, and liability for breach thereof, shall not survive the Asset Purchase and shall terminate thereupon.

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Section 7.15                             Jurisdiction; Consent to Jurisdiction.

(a)                                 Exclusive Jurisdiction.  Except as otherwise expressly provided in any Ancillary Agreement, each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Action arising out of or relating to this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such Action except in such courts, (ii) agrees that any claim in respect of any such Action may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Law, in such federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in the Court of Chancery of the State of Delaware or such federal court and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in the Court of Chancery of the State of Delaware or such federal court.  Each of the Parties agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.  Each Party irrevocably consents to service of process in the manner provided for notices in Section 7.5.  Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

(b)                                 Waiver of Jury Trial.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) EACH PARTY MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.15(b).

Section 7.16                             Plan of Reorganization.  This Agreement and the Merger Agreement together shall constitute a “plan of reorganization” under Treasury Regulations Section 1.368-2(g).

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Section 7.17                             Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any other Ancillary Agreement, the Party who is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, subject to Section 5.8.  The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived.  Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties to this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the Parties has caused this Amended and Restated Separation Agreement to be executed on its behalf by its officers hereunto duly authorized effective on the day and year first above written.

[Signature Page to Amended and Restated Separation Agreement]

[Signature Page to Amended and Restated Separation Agreement]

[Signature Page to Amended and Restated Separation Agreement]

EXHIBIT A

Employee Matters Agreement

See Attached.

FORM OF EMPLOYEE MATTERS AGREEMENT

by and among

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,

VISTANA SIGNATURE EXPERIENCES, INC.

And

INTERVAL LEISURE GROUP, INC.

dated as of

October 27, 2015

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

SCHEDULES

iii

FORM OF EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2015, by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (“Starwood”), VISTANA SIGNATURE EXPERIENCES, INC., a Delaware corporation (“Vistana”) and INTERVAL LEISURE GROUP, INC., a Delaware corporation (“ILG,” and together with Starwood and Vistana, the “Parties”).

RECITALS

WHEREAS, pursuant to that certain Separation Agreement dated as of October 27, 2015, between Starwood and Vistana (the “Separation Agreement”), Starwood and Vistana have set out the terms on which, and the conditions subject to which, they wish to implement the Internal Reorganization (as defined in the Separation Agreement) and the Distribution (as defined in the Separation Agreement);

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of October 27, 2015, by and among Starwood, Vistana, ILG and Iris Merger Sub, Inc. a Delaware corporation (the “Merger Agreement”), immediately following the Distribution, a Subsidiary of ILG will merge with and into Vistana, and Vistana Common Stock will be converted into ILG Common Stock on the terms and subject to the conditions of the Merger Agreement (the “Merger”); and

WHEREAS, in connection with the foregoing, the Parties have agreed to enter into this Agreement to allocate, among Starwood, Vistana and ILG, Assets, Liabilities and responsibilities with respect to certain employee compensation, benefits, labor and certain other employment matters pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Starwood, ILG, and Vistana agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

Action: has the meaning specified in the Merger Agreement.

Adjustment Ratio: means a fraction, (x) the numerator of which is the closing sale price of a share of Starwood Common Stock on the New York Stock Exchange immediately preceding the Distribution (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto, and (y) the denominator of which is the opening sale price of a share of ILG Common Stock on the Nasdaq Stock Market immediately following the Effective Time (as traded on the “regular way” market) as reported by Bloomberg L.P. or any successor thereto.

Affiliate: has the meaning specified in the Separation Agreement.

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Assets: has the meaning specified in the Separation Agreement.

Assumed Time-Based Stock Award: has the meaning specified in Section 2.11(a).

Business Day: has the meaning specified in the Merger Agreement.

Business Transfer Date: has the meaning specified in the Separation Agreement.

Business Transfer Time: has the meaning specified in the Separation Agreement.

Closing: has the meaning specified in the Merger Agreement.

Closing Date: has the meaning specified in the Merger Agreement.

Closing Plan Year: means the calendar year in which the Closing Date occurs.

COBRA: has the meaning specified in Section 2.05(d).

Code: means the Internal Revenue Code of 1986, as amended, or any successor federal income tax Law. Reference to a specific Code provision also includes any temporary or final regulation in force under that provision.

Collective Bargaining Agreement: means any collective bargaining agreement, labor agreement, or other written agreement to which Starwood, ILG, or any of their respective direct or indirect Subsidiaries is a party with any labor union, works council, its predecessors-in-interest, and its constituent local unions.

Contract: has the meaning specified in the Separation Agreement.

Converted RSU: has the meaning specified in Section 2.11(b).

Distribution Date: has the meaning specified in the Separation Agreement.

Earned Starwood Performance Shares: has the meaning specified in Section 2.11(b).

Effective Time: has the meaning specified in the Merger Agreement.

Employee: means with respect to any entity, an individual who is considered, according to the payroll and other records of such entity, to be employed by such entity, whether active or inactive, on disability leave, or on other leave of absence.

Employment Agreement: means any individual employment, offer, retention, consulting, change in control, split dollar life insurance, sale bonus, incentive bonus, severance, restrictive covenant or other employment related or individual compensatory agreement related to the Vistana Business between any current or former employee and Starwood or any of its Affiliates (including Vistana) which is listed on Schedule 2.01(d).

Employment Claim: means any actual or threatened lawsuit, arbitration, ERISA claim, or federal, state, or local judicial or administrative proceeding of whatever kind involving a demand by or on behalf of or relating to an employee, former employee, job applicant, intern or volunteer, independent contractor, leased employee, or anyone

2

claiming to be an employee or joint employee, or by or relating to a collective bargaining agent of employees, or by or relating to any federal, state, or local government agency alleging liability against an employer or against an employee pension, welfare or other benefit plan, or an administrator, trustee or fiduciary thereof.

ERISA: means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specified provision of ERISA also includes any temporary or final regulations in force under that provision.

Foreign Service DB Plan: has the meaning specified in Section 2.02(e)(i).

Former Vistana Employee: means former Employees of Starwood or its Affiliates whose last employment with Starwood or its Affiliates before the Closing Date was with a Vistana Entity.

FY ILG AIP Award: has the meaning specified in Section 2.04(a).

Governmental Authority: has the meaning specified in the Merger Agreement.

Hotel Trust Fund: has the meaning specified in Section 3.03(a).

ILG: has the meaning specified in the preamble of this Agreement.

ILG AIP: has the meaning specified in Section 2.04(a).

ILG Common Stock: means the common stock, par value $0.01 per share, of ILG.

ILG Equity Award: means each Assumed Time-Based Stock Award and Converted RSU.

ILG FSA: has the meaning specified in Section 2.05(c).

ILG Flexible Benefits Plan: has the meaning specified in Section 2.05(b).

ILG HRA: means the Plan established or designed and maintained by ILG pursuant to Section 2.05(e).

ILG Restricted Share Award: means an award of restricted ILG Common Stock that is subject only to time-based vesting requirements and granted pursuant to an ILG Stock Plan.

ILG Retirement Plan: means the Plan established or designated and maintained by ILG pursuant to Section 2.02(b).

ILG RSU Award: has the meaning specified in the Merger Agreement.

ILG Stock Plans: has the meaning specified in the Merger Agreement.

ILG Time-Based Stock Award: means an ILG RSU Award or ILG Restricted Share Award granted by ILG under an ILG Stock Plan as described in Section 2.11(a).

Law: has the meaning specified in the Merger Agreement.

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Liabilities: has the meaning specified in the Separation Agreement.

Merger: has the meaning specified in the recitals of this Agreement.

Merger Agreement: has the meaning specified in the recitals of this Agreement.

Parties: has the meaning set forth in the preamble of this Agreement.

Person: has the meaning specified in the Merger Agreement.

Plan: means any plan, policy, arrangement, contract or agreement providing compensation or benefits for any group of Employees or individual Employee, or the dependents or beneficiaries of any such Employee(s), whether formal or informal or written or unwritten, and including, without limitation, any means, whether or not legally required, pursuant to which any benefit is provided by an employer to any Employee or the beneficiaries of any such Employee. The term “Plan” as used in this Agreement does not include any contract, agreement or understanding relating to settlement of actual or potential Employment Claims. Notwithstanding the foregoing, no Employment Agreement will constitute a Plan for purposes hereof.

Plan Payee: means an individual who is entitled to payment of Plan benefits in his or her capacity as a beneficiary with respect to the benefits of a deceased participant in the Plan or an alternate payee under a qualified domestic relations order within the meaning of Section 414(p)(1)(A) of the Code and Section 206(d)(3)(B)(i) of ERISA with respect to the benefits of a participant in the Plan.

Representative: has the meaning specified in the Merger Agreement.

SEC: has the meaning specified in the Merger Agreement.

Separation Agreement: has the meaning specified in the recitals of this Agreement.

Starwood: has the meaning specified in the preamble of this Agreement.

Starwood AIP: has the meaning specified in Section 2.04(a).

Starwood Common Stock: has the meaning specified in the Merger Agreement.

Starwood Deferred Compensation Plan: means the Amended and Restated Starwood Hotels & Resorts Worldwide, Inc. Deferred Compensation Plan (effective as of January, 1, 2008).

Starwood Equity Award: means each Starwood Time-Based Stock Award and Starwood Performance Share.

Starwood Flexible Benefits Plan: means the Starwood Hotels & Resorts Worldwide, Inc. Flexible Benefits Plan.

Starwood FSA: has the meaning specified in Section 2.05(c).

Starwood HRA: has the meaning specified in Section 2.05(e).

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Starwood Performance Share: means a performance share award granted by Starwood under the Starwood Stock Plan before the Distribution Date.

Starwood Plan: means any of (i) the Starwood Flexible Benefits Plan, the Starwood Retirement Plan, the Starwood Deferred Compensation Plan, and (ii) any other Plan that, as of the close of business on the day before the Closing Date, is sponsored or maintained solely by Starwood.

Starwood Retirement Plan: means the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan, as in effect immediately prior to the Closing Date.

Starwood Stock Plan: means the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan.

Starwood Time-Based Stock Award: means an award of Starwood restricted stock or, in the case of certain Employees based outside the United States, restricted stock units, granted by Starwood under the Starwood Stock Plan before the Distribution Date.

Subsidiary: has the meaning specified in the Merger Agreement.

Transaction: means those certain transactions contemplated by the Transaction Documents.

Transaction Documents: has the meaning specified in the Merger Agreement.

Vistana: has the meaning specified in the preamble of this Agreement.

Vistana Benefit Plans: has the meaning specified in the Merger Agreement.

Vistana Business: has the meaning specified in the Separation Agreement.

Vistana Common Stock: has the meaning specified in the Separation Agreement.

Vistana Deferred Compensation Plan: has the meaning specified in Section 2.03(b).

Vistana Employee(s): has the meaning specified in Section 2.01(a).

Vistana Entities: has the meaning specified in the Separation Agreement.

Vistana Group: has the meaning specified in the Separation Agreement.

WARN: has the meaning specified in Section 3.02.

Withdrawal Liability: has the meaning specified in Section 3.03(a).

Workers’ Compensation Event: means the event, injury, illness or condition giving rise to a workers’ compensation claim.

Section 1.02 Other Terms. Any capitalized terms used herein but not defined herein shall have the meaning specified in the Merger Agreement or Separation Agreement, as applicable.

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Section 1.03 Interpretation; Construction.

(a) Unless the context of this Agreement otherwise requires:

(i) (A) words of any gender include each other gender and neutral form; (B) words using the singular or plural number also include the plural or singular number, respectively; (C) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (D) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (E) the word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (F) the word “or” shall be disjunctive but not exclusive;

(ii) references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions);

(iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and

(iv) references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party hereto.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(d) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(e) All monetary figures shall be in United States dollars unless otherwise specified.

Section 1.04 Survival. If the Merger is consummated, the obligations set forth in this Agreement shall remain in full force and effect and shall survive the Closing Date.

Section 1.05 Termination. This Agreement shall terminate automatically without any further action of the Parties upon a termination of the Merger Agreement, and no Party will have any further obligations to the other Parties.

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ARTICLE II.

EMPLOYEE BENEFITS

Section 2.01 Employment.

(a) Transfer of Employees to Vistana. At or prior to the Business Transfer Time, Starwood shall take all steps necessary and appropriate so that all of the following Employees are transferred to the Vistana Entities: (i) each Employee (other than any Employees who are on long-term disability leave as of the Business Transfer Time) whose employment duties immediately prior to the Business Transfer Date relate exclusively to the Vistana Business and (ii) each Employee listed on Schedule 2.01(a) attached hereto (clauses (i) and (ii) collectively, the “Vistana Employees,” and each such Employee a “Vistana Employee”). Between the date hereof and the Business Transfer Date, Starwood and ILG may mutually agree to update, amend or supplement Schedule 2.01(a) attached hereto to correct any inadvertent inclusions and exclusions thereto. Starwood shall deliver the final Schedule 2.01(a), as amended, updated or supplemented by mutual agreement of the Parties subject to this Section 2.01(a), to ILG immediately prior to the Business Transfer Time.

(b) Employees of the Vistana Entities. Starwood shall not, and shall cause its Affiliates not to, terminate the employment of any Employees of the Vistana Entities other than in the ordinary course of business and shall not transfer the employment of such Employees prior to the Closing Date except as provided below. Notwithstanding the foregoing, at or prior to the Business Transfer Time, Starwood shall take all steps necessary and appropriate so that the Employees of the Vistana Entities listed on Schedule 2.01(b) shall be transferred to Starwood. Between the date hereof and the Business Transfer Date, Starwood and ILG may mutually agree to update, amend or supplement Schedule 2.01(b) attached hereto to correct any inadvertent inclusions and exclusions thereto. Starwood shall deliver the final Schedule 2.01(b), as amended, updated or supplemented by mutual agreement of the Parties subject to this Section 2.01(b), to ILG immediately prior to the Business Transfer Time.

(c) Allocation of Responsibilities as Employer. At the Business Transfer Time, except as otherwise provided under this Agreement or any other agreement relating to the Transaction, the Vistana Group shall retain or assume, as the case may be, responsibility as employer of the Vistana Employees.

(d) Employment Agreements. At or prior to the Business Transfer Time, Starwood shall cause Vistana to assume and be solely and exclusively responsible for all Employment Agreements entered between the Vistana Employees or Former Vistana Employees and Starwood or any of its Affiliates that are listed on Schedule 2.01(d) and all obligations and liabilities with respect thereto, to be effective as of the Business Transfer Date, and on and after the Business Transfer Date Starwood and its

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Affiliates (other than Vistana Entities) shall have no obligations or liabilities with respect to such Employment Agreements. From and after the Closing Date, ILG shall, or shall cause Vistana to, assume and honor all liabilities and obligations to or in respect of the Vistana Employees or Former Vistana Employees (and any dependents or beneficiaries thereof) under all Vistana Benefit Plans and all Employment Agreements, severance, termination, consulting, retirement and other compensation and benefit plans, arrangements and agreements to which any Vistana Entity is a party, as in effect immediately prior to the Closing. Starwood shall take all steps necessary to terminate the Employment Agreement between Matthew Avril and Starwood Vacation Ownership, Inc., dated April 13, 2015 prior to the Business Transfer Time without any payment by Starwood Vacation Ownership, Inc. or any of the Vistana Entities, and ILG and the Vistana Entitles shall have no liability with respect to such employment agreement or the Consulting Agreement between MAE Business Enterprises, Inc. and Starwood, dated December 15, 2014, as amended.

(e) Comparable Benefits. For the period from the Closing Date through December 31, 2016, ILG shall or shall cause Vistana to provide to each Vistana Employee (i) annual base salary, target bonus opportunities (as a percentage of base salary) and commission opportunities that are no less than the annual base salary, target bonus opportunities and commission opportunities, respectively, provided to such Vistana Employee immediately prior to the Closing Date, (ii) employee benefits that are comparable in the aggregate to such Vistana Employee to those benefits provided to such Vistana Employee immediately prior to the Closing Date but excluding any defined benefit pension benefits, employer or matching contributions under any defined contribution retirement plan, equity compensation arrangement, stock purchase programs, retiree medical or insurance benefits, any benefits under a nonqualified deferred compensation plan or employee discount program, (iii) severance benefit opportunities that are not less favorable to such Vistana Employee than the greater of (A) the severance benefit opportunities available to such Vistana Employee under such Vistana Employee’s offer letter (if listed on Schedule 2.01(d)) or (B) the severance benefit opportunities available to such Vistana Employee under Starwood’s severance benefit guidelines listed on Schedule 2.01(e), in each case immediately prior to the Closing Date, and (iv) an opportunity to participate in the ILG Retirement Plan on substantially the same terms as similarly situated employees of ILG.

(f) Service Credit. From and after the Closing, ILG shall give each Vistana Employee full credit for determining the amount of paid time off, vacation or sick leave, and the level of employer contributions under any defined contribution retirement plan, and for purposes of eligibility to participate and vesting (but not benefit accruals (if applicable)) under any employee benefit plans, arrangements, collective agreements and employment-related entitlements (including under any applicable pension, defined contribution (for example, 401(k)), deferred compensation, savings, medical, dental, life insurance, disability, vacation, long-service leave or other leave entitlements, post-retirement health and life insurance, termination indemnity, severance or separation pay plans) provided, sponsored, maintained or contributed to by ILG or any of its Affiliates (including Vistana and its

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Subsidiaries) under which such Vistana Employee is eligible to participate after the Closing for such Vistana Employee’s service with Starwood, Vistana or their Subsidiaries prior to the Effective Time, to the same extent recognized by any of Starwood, Vistana and their Subsidiaries immediately prior to the Effective Time, except to the extent such credit would result in the duplication of benefits for the same period of service. Notwithstanding the foregoing, to the extent permitted under applicable Law, neither ILG nor Vistana shall be required to provide credit for such service for benefit accrual purposes under any employee benefit plan of ILG that is a defined benefit pension plan.

Section 2.02 Retirement Plans.

(a) Starwood Retirement Plan. Effective on the Closing Date, Vistana Employees shall cease to be eligible to: (A) have elective deferrals contributed on their behalf to the Starwood Retirement Plan with respect to pay paid after the Closing Date, (B) be credited with future employer contributions (for example, matching contributions) in the Starwood Retirement Plan, or (C) make contributions (for example, rollovers or loan repayments) to the Starwood Retirement Plan. Starwood shall contribute to the applicable Vistana Employee or Former Vistana Employee accounts under the Starwood Retirement Plan the employer match true-up pursuant to Section 4.2(b) of such plan with respect to the completed plan year prior to the Closing Plan Year in the ordinary course but no later than the day before the Closing Date. Such employer match true-up shall be charged to and paid by Vistana pursuant to Starwood’s normal operating rules for the employer match true-up.

(b) ILG Retirement Plan. Prior to the Closing Date, ILG shall take, or cause to be taken, or have taken, all action necessary and appropriate to establish or maintain for the benefit of Vistana Employees (i) a defined contribution plan qualified under Section 401(a) of the Code that includes a cash or deferred arrangement qualified under Section 401(k) of the Code that is a participant-directed individual account plan that complies with Section 404(c) of ERISA, and (ii) a related trust or trusts exempt under Section 501(a) of the Code, each to be effective no later than the Closing Date (such plan and trust(s), the “ILG Retirement Plan”).

(c) Spin-Off of the Starwood Retirement Plan and Merger into the ILG Retirement Plan. Effective on the Closing Date, Starwood shall cause the Starwood Retirement Plan to spin off the portion of the Starwood Retirement Plan attributable to the Vistana Employees and Former Vistana Employees, as well as to any respective Plan Payees, such spinoff to include (but not be limited to) any and all such individual’s accounts, liabilities, related assets, unvested amounts, zero dollar accounts, forfeited accounts, unlocatable participant accounts and outstanding loan balances. Effective immediately thereafter, ILG or one of its Affiliates shall cause the ILG Retirement Plan to accept the merger of such spun-off portion of the Starwood Retirement Plan. All assets shall be transferred in cash as soon as administratively practicable thereafter and shall be mapped to appropriate investment options in the ILG Retirement Plan pursuant to Section 404(c)(4) of ERISA or to the appropriate qualified default investment fund under the ILG Retirement Plan pursuant

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to Section 404(c)(5) of ERISA. Such spinoff and merger shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA. The benefits of the Vistana Employees participating in the Starwood Retirement Plan as of immediately prior to the plan merger described in this Section 2.02(c) shall be preserved in the ILG Retirement Plan effective as of the plan merger described in this Section 2.02(c) to the extent required under the anti-cutback rules of Section 411(d)(6) of the Code.

(d) Alternative to Spin-Off and Merger. Starwood represents that, with respect to the Starwood Retirement Plan (i) the plan is qualified within the meaning of Section 401(a) of the Code, (ii) Starwood has received a favorable determination from the Internal Revenue Service with respect to the qualified status of the plan covering the terms of the plan as currently in effect, (iii) nothing has occurred since the date of such letter that would reasonably be expect to adversely affect the qualified status of the plan, and (iv) the plan has been administered materially in accordance with its terms and all applicable Laws, including ERISA and the Code. Notwithstanding anything herein to the contrary, if events happen such that the representations made by Starwood set forth in the preceding sentence are not materially true and correct with respect to the Starwood Retirement Plan at any time prior to the Closing Date and have not been fully corrected by the Closing Date, then ILG may elect, in a written notice to Starwood delivered not later than three (3) business days prior to the Closing Date, not to effectuate the transactions described in Section 2.02(c) (which shall be the only consequence of any such breach of Starwood’s representation in this Section 2.02(d)). In such case, after the Closing Date the Starwood Retirement Plan shall give each Vistana Employee, Former Vistana Employee, and any respective Plan Payee who has a vested account balance under the Starwood Retirement Plan at the Closing Date the opportunity to elect a distribution of the portion of such balance that would be an eligible rollover distribution within the meaning of Section 402(c)(4) of the Code (including any outstanding loan notes that are not in default at the time of the rollover) (“eligible rollover distributions”) in the form of a direct rollover to the ILG Retirement Plan, pursuant to procedures and time frames agreed to by the parties to facilitate this process. The Starwood Retirement Plan shall arrange for a transfer of these direct eligible rollover distributions to the ILG Retirement Plan in one or more transmissions to occur no later than sixty (60) days following the Closing Date. ILG shall cause the ILG Retirement Plan and related trust to accept such rollovers (including such outstanding loan notes), except for any for which it has evidence that they are not in fact eligible rollover distributions. Vistana Employees, Former Vistana Employees, and any respective Plan Payees who do not take advantage of this rollover opportunity retain the right to make direct or indirect rollovers to the ILG Retirement Plan under its usual rules.

(e) Foreign Service Defined Benefit Plan.

(i) General. Starwood will, or will cause one of its Affiliates (other than Vistana Entities) to, assume or retain the Starwood Hotels & Resorts Retirement Plan for Foreign Service Employees (the “Foreign Service DB Plan”), which is a frozen plan.

(ii) Foreign Service DB Shortfall. Notwithstanding Section 2.02(e)(i) above, within seven (7) days following the Closing Date, ILG shall transfer to Starwood $180,000, which Starwood shall immediately contribute to the Foreign Service DB Plan. ILG and Vistana shall have no liability with respect to the Foreign Services DB Plan, other than as provided in the preceding sentence.

(f) Foreign Service Defined Contribution Plan. Starwood will, or will cause one of its Affiliates (other than Vistana Entities) to, assume or retain the Starwood Hotels & Resorts Defined Contribution Plan for Foreign Service Employees.

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Section 2.03 Nonqualified Plans.

(a) Starwood Deferred Compensation Plan. Vistana Employees shall not be permitted to defer compensation to the Starwood Deferred Compensation Plan on or after the Closing Date.

(b) Vistana Deferred Compensation Plan. Effective immediately prior to the Closing Date, Vistana shall take, or cause to be taken, or have taken, all action necessary and appropriate to establish for the benefit of Vistana Employees a nonqualified deferred compensation plan (such plan, the “Vistana Deferred Compensation Plan”). The Vistana Deferred Compensation Plan shall have terms and features that are substantially similar to the Starwood Deferred Compensation Plan, other than with respect to investment options, such that (for the avoidance of doubt), the Starwood Deferred Compensation Plan shall be substantially replicated by the Vistana Deferred Compensation Plan, except that neither ILG nor Vistana shall be under any obligation to offer any employees the opportunity to make future deferral elections under such Plan, and if it does, neither ILG nor Vistana shall be under any obligation to make deferral elections available under the same terms as applied under the Starwood Deferred Compensation Plan. However, the Vistana Deferred Compensation Plan shall honor deferral elections made by Vistana Employees in the Starwood Deferred Compensation Plan before the Closing Date. Vistana shall designate one or more phantom investment options that are commercially reasonable for a nonqualified deferred compensation plan like the Vistana Deferred Compensation Plan, the gains and losses and income and expenses of which shall be used to determine investment return equivalents by which the account of participants in the Vistana Deferred Compensation Plan shall be adjusted. From and after the Closing Date, Vistana shall be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the Vistana Deferred Compensation Plan, whether accrued before, on or after the Closing Date. The Vistana Deferred Compensation Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and Department of Labor Regulation § 2520.104-23. The Vistana Deferred Compensation Plan shall not be a funded plan,

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and neither Vistana nor any of its Affiliates is under any obligation to set aside any funds for the purpose of making payments under the Vistana Deferred Compensation Plan.

(c) Transfer of Interests and Elections as of Closing Date.

(A) Transfer of Interests. Prior to the Closing Date, Starwood shall cause the Starwood Deferred Compensation Plan to transfer to the Vistana Deferred Compensation Plan, and Vistana or an Affiliate thereof will cause such Vistana Deferred Compensation Plan to accept the transfer of, the interests of participants in the Starwood Deferred Compensation Plan who are Vistana Employees or Former Vistana Employees, as well as any respective Plan Payees. Starwood will not transfer to Vistana or an Affiliate thereof any assets that are earmarked for the payment of benefits with respect to these transferred interests.

(B) Transfer of Elections. Prior to the Closing Date and as permitted by Section 409A of the Code, Vistana will cause the Vistana Deferred Compensation Plan to recognize and maintain existing elections, including deferral, payment form elections, and beneficiary designations with respect to Vistana Employees and Former Vistana Employees, as well as any respective Plan Payees, under the Starwood Deferred Compensation Plan, but Vistana is under no obligation to recognize or maintain the investment elections and options under the Starwood Deferred Compensation Plan. The transfer of elections contemplated in this Section 2.03(c) shall be expressly conditioned on Starwood providing to ILG, no later than thirty (30) days prior to the Closing Date, a data report of all elections (other than investment elections) made by the Vistana Employees or Former Vistana Employees under the Starwood Deferred Compensation Plan, in a format reasonably acceptable to ILG.

(d) Transfer of Liabilities. Within seven (7) days following the Closing Date, Starwood or one of its Affiliates shall transfer to ILG an amount in cash equal to the sum of the value of each of the existing subaccounts under the Starwood Deferred Compensation Plan with respect to each of the participants in the Starwood Deferred Compensation Plan who are Vistana Employees or Former Vistana Employees, as well as any respective plan payees, determined as of the last “Valuation Date” (as defined therein) immediately before the Closing Date, and after crediting such subaccounts with earnings and gains (and debited for expenses and losses) as specified in Section 6 thereof through such Valuation Date. The recordkeeper for the Starwood Deferred Compensation Plan, which is MullinTBG as of the execution hereof, shall make this determination pursuant to the terms of the Starwood Deferred Compensation Plan and its customary rules for valuing such subaccounts (to the extent such rules do not conflict with the terms of the Starwood Deferred Compensation Plan), subject to the review and approval of ILG which approval shall not be unreasonably withheld.

(e) Section 409A. The Parties will cooperate in good faith so that the transfers contemplated by this Section 2.03 will not result in adverse Tax consequences under Section 409A of the Code.

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Section 2.04 Annual Bonus.

(a) ILG will be responsible for establishing, or causing Vistana to establish, effective as of the Closing Date, a bonus program in which Vistana Employees who participated in Starwood’s Annual Incentive Plan or any other bonus or incentive compensation plan or program maintained by Starwood, Vistana or any of their Affiliates (the “Starwood AIP”) immediately prior to the Closing Date will participate effective on the Closing Date (the “ILG AIP”). The ILG AIP will be structured so that it provides a bonus opportunity for the Closing Plan Year that preserves to the extent practicable the bonus opportunity that each Vistana Employee would have had if he or she would have remained a participant in the Starwood AIP for the entire Closing Plan Year (the “FY ILG AIP Award”). The FY ILG AIP Award shall consist of (1) a pro-rated award calculated based upon the achievement of the performance objectives applicable to the related Starwood AIP award and the number of days in the Closing Plan Year that occurs prior to the Closing Date and (2) a pro-rated award calculated based upon performance of ILG and the number of days in the Closing Plan Year that occurs following the Closing Date and including the Closing Date. ILG will pay all FY ILG AIP Awards. Starwood shall provide ILG with any necessary performance results for the Closing Plan Year and any other information necessary to enable ILG to meet its obligations under this Section 2.04(a).

(b) Starwood will retain all obligations related to bonus compensation earned by Vistana Employees under the Starwood AIP with respect to any calendar year ended prior to the Closing Date that is earned but unpaid as of the Effective Time; provided, however, that, if requested by Starwood, ILG or an Affiliate thereof will make all cash payments in respect of any such bonus compensation so long as Starwood transfers to ILG, prior to the date that such payment is to be made to the applicable Vistana Employee, the amounts payable in respect of such cash payments, including all applicable withholding amounts and the employer’s portion of any employment taxes.

Section 2.05 Health and Welfare Benefits.

(a) Starwood Flexible Benefits Plan. Effective as of the Closing Date, Vistana Employees will cease to participate in the Starwood Flexible Benefits Plan.

(b) Establishment of ILG Flexible Benefits Plan. Prior to the Closing Date, ILG shall or shall cause one of its Affiliates to take, or cause to be taken, or have taken, all action necessary and appropriate to establish or designate and administer a group welfare benefits plan for the benefit of all Vistana Employees effective as of the Closing Date (the “ILG Flexible Benefits Plan”) and to provide benefits thereunder for all eligible Vistana Employees who choose to enroll in such Plan. ILG will cause such ILG Flexible Benefits Plan to cover those Vistana Employees and their dependents who immediately prior to the Closing Date were participating in, or entitled to present or future benefits under, the Starwood Flexible Benefits Plan, and shall recognize the most recent hire date of such Vistana Employee with Starwood or a member of the controlled group of organizations of which

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Starwood is a part (as defined by Section 414 of the Code and regulations issued thereunder) for purposes of determining whether such Vistana Employee has met any otherwise applicable waiting period. Starwood will be responsible for all liabilities associated with claims incurred prior to the Closing Date by Vistana Employees and Former Vistana Employees and their dependents under the Starwood Flexible Benefits Plan, which are paid on or after the Closing Date, regardless of when such claims are filed and/or paid.

(c) Dependent Care Flexible Spending Account. Notwithstanding anything contained in Section 2.05(b), to the extent Vistana Employees participate in a dependent care spending account under the Starwood Flexible Benefits Plan (the “Starwood FSA”) during the Closing Plan Year, ILG shall establish (or cause its Affiliate, if applicable, to establish) one or more comparable plans (the “ILG FSA”) that will recognize the elections that such Vistana Employees had in effect for purposes of the Closing Plan Year under the Starwood FSA. The ILG FSA shall (1) assume the assets and obligations of the Starwood FSA with respect to Vistana Employees as of the Closing Date and (2) provide the same level of dependent care spending account benefits as those provided under the Starwood FSA at least through the end of the Closing Plan Year. After the Closing Date, the ILG FSA will be responsible for reimbursement of all previously unreimbursed reimbursable dependent care claims incurred by Vistana Employees, regardless of when the claims were incurred.

(d) Continuation Coverage. As of the Closing Date, ILG and the ILG Flexible Benefits Plan shall assume or retain and shall be solely responsible for providing and meeting the continuation coverage requirements imposed by Section 4980B of the Code and Sections 601 through 608 of ERISA (“COBRA”) for all Vistana Employees and all Former Vistana Employees, as well as their “qualified beneficiaries” (as defined under COBRA), regardless of whether such liabilities arose before, on or after the Closing Date.

(e) Health Reimbursement Account. Notwithstanding anything contained in Section 2.05(b), ILG shall or shall cause one of its Affiliates to adopt a health reimbursement account (the “ILG HRA”), effective as of the Closing Date. The ILG HRA shall have similar terms and provide the same level of benefits as Starwood’s health reimbursement account in effect immediately prior to the Closing Date (the “Starwood HRA”). Effective as of the Closing Date, ILG shall assume the liabilities and obligations with respect to the account balances for all Vistana Employees and Former Vistana Employees under the Starwood HRA and shall pay all benefits with respect thereto to such Vistana Employees and Former Vistana Employees on and after the Closing Date.

(f) 6055/6056 Reporting. ILG shall be solely responsible for ensuring that Vistana complies with the reporting obligations under Section 6056 of the Code (Reporting of Offers of Coverage) with respect to Vistana Employees for the Closing Plan Year (including while Vistana was owned by Starwood) and periods after the Closing Date, for which Vistana has a reporting obligation, provided that Starwood shall be responsible for complying with all reporting obligations with respect to the

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year prior to the Closing Plan Year. In this regard, Vistana shall be responsible for distributing IRS Form 1095-C to applicable individuals and filing IRS Forms 1094-C and 1095-C with the IRS, all according to the applicable rules and regulations governing such forms. ILG shall also be solely responsible for ensuring that Vistana complies with the reporting obligations under Section 6055 of the Code (Reporting of Enrollment in Minimum Essential Coverage) with respect to all Vistana Employees who are enrolled in a self-insured medical plan under the Starwood Flexible Benefits Plan. Vistana may meet this obligation either through IRS Forms 1094-C and 1095-C or IRS Forms 1094-B and 1095-B, all in accordance with applicable rules and regulations. The reporting obligations under Section 6055 of the Code for Vistana Employees who are enrolled in a fully insured medical plan under the Starwood Flexible Benefits Plan shall be met by the applicable insurance carrier or HMO. Starwood shall work with ILG to provide all necessary, pre-Closing Date information for Vistana to meet its reporting obligation, which information shall be complete, accurate and provided to Vistana no later than thirty (30) days prior to the date that such reporting obligation is due; provided, however, that to the extent reasonably necessary such time frame shall be reduced to fifteen (15) days for any data related to the four (4) month period ending on the date such reporting obligation is due.

(g) Credit for Benefits. ILG shall (1) waive for each Vistana Employee and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the welfare plans of ILG or any of its Affiliates applicable to (or was previously satisfied by) such Vistana Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Vistana Employee under the terms of the welfare plans of Vistana and its Affiliates (including Starwood) immediately prior to the Effective Time, and (2) give full credit under the welfare plans of ILG and its Affiliates applicable to each Vistana Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Effective Time in the Closing Plan Year, and for any lifetime maximums, as if there had been a single continuous employer.

Section 2.06 Workers’ Compensation. Starwood will be solely responsible for all United States (including its territories) workers’ compensation claims for all Employees and former Employees of Starwood or its Affiliates other than the Vistana Employees, regardless of when the Workers’ Compensation Events to which such claims relate occur. Effective as of the Closing Date, ILG and its Affiliates will be solely responsible for all United States (including its territories) workers’ compensation claims of Vistana Employees with respect to Workers’ Compensation Events, regardless of when such Workers Compensation Events to which such claims relate occur except to the extent claims related to events occurring prior to the Closing Date are covered under an applicable Starwood’s workers’ compensation insurance policy.

Section 2.07 Vacation and Sick Pay Liabilities. On and after the Closing Date, ILG shall provide the Vistana Employees with the same vested and unvested balances of vacation and sick leave as credited to the Vistana Employees on Starwood’s or its Affiliate’s payroll system

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immediately prior to the Closing Date. On and after the Closing Date, ILG shall continue to accrue vacation and sick leave in respect of each Vistana Employee according to Starwood’s accrual schedule as in effect immediately prior to the Closing Date.

Section 2.08 Severance. Effective as of the Effective Time, ILG shall assume all severance obligations under any Starwood Plan with respect to any Former Vistana Employee.

Section 2.09 Preservation of Right To Amend or Terminate Plans. Except as otherwise expressly provided in this Agreement, the Separation Agreement or the Merger Agreement, no provisions of this Agreement, shall be construed as a limitation on the right of Starwood, Vistana or ILG or any Affiliate thereof to amend any Plan or terminate its participation therein which Starwood, Vistana or ILG or any Affiliate thereof would otherwise have under the terms of such Plan or otherwise, and no provision of this Agreement shall be construed to create a right in any Employee or former Employee, or dependent or beneficiary of such Employee or former Employee, or any Plan Payee under a Plan which such person would not otherwise have under the terms of the Plan itself.

Section 2.10 No Right to Employment. Notwithstanding anything to the contrary set forth in this Agreement, no provisions of this Agreement shall be deemed to guarantee employment for any period of time for, or preclude the ability of Vistana, ILG or any of its or their Affiliates (as defined in the Merger Agreement) to terminate any employee or individual service provider for any reason.

Section 2.11 Equity Compensation Awards. Each Starwood Equity Award granted in 2014 or later and held by a Vistana Employee that is outstanding immediately prior to the Effective Time will be converted as described in subsections (a) and (b) below, so that each such Starwood Equity Award will become an ILG Equity Award. Starwood shall provide all information or documentation reasonably requested by ILG to fulfill such obligation within seven (7) days of receiving such request. From and after the Closing Date, ILG will retain, pay, perform, fulfill and discharge all liabilities arising out of or relating to the ILG Equity Awards.

(a) Starwood Time-Based Stock Awards. Each Starwood Time-Based Stock Award granted in 2014 or later and held by a Vistana Employee and listed on Schedule 2.11(a) will be assumed by ILG and converted, effective as of the Effective Time, into an ILG Time-Based Stock Award of the same type (the “Assumed Time-Based Stock Award”). Each such Assumed Time-Based Stock Award will be subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the related Starwood Time-Based Stock Award immediately prior to the Closing Date, except that such terms, conditions and restrictions will be modified to the extent necessary to reflect that the holder of such Assumed Time-Based Stock Award provides services to ILG or its Affiliates (and not Starwood or its Affiliates) and the issuer of the common stock underlying the Assumed Time-Based Stock Award is ILG (and not Starwood). The number of shares of ILG Common Stock covered by each Assumed Time-Based Stock Award for each Vistana Employee will be equal to the product (rounded up to the nearest whole share) of (1) the number of shares of Starwood Common Stock covered by such Starwood Time-Based Stock Award immediately prior to the Effective Time and (2) the Adjustment

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Ratio. For the avoidance of doubt, the holder of any Starwood Time-Based Stock Award that consists of restricted shares will not be entitled to receive any shares of Vistana Common Stock to which such holder may have been entitled with respect to such restricted shares as a stockholder at the Record Date. As soon as reasonably practicable following the Effective Time, ILG will issue each Person who holds an Assumed Time-Based Stock Award a document evidencing the foregoing assumption of such Assumed Time-Based Stock Award by ILG.

(b) Starwood Performance Shares. Each Starwood Performance Share award granted in 2014 or later and held by a Vistana Employee and listed on Schedule 2.11(b) will be deemed to have been earned (the “Earned Starwood Performance Shares”) at the greater of (1) the target level of achievement of the applicable management objectives or (2) the actual level of achievement of the applicable management objectives measured as of the Closing Date and reasonably determined by Starwood in accordance with the terms of the Starwood Stock Plan using a methodology consistent with the methodology used in Starwood’s past practice in the ordinary course of business. For the avoidance of doubt, although the amount of Earned Starwood Performance Shares may be affected as a result of determining the achievement of the applicable management objectives as of the Closing Date rather than as of the end of the original performance period, such Earned Starwood Performance Shares shall not be further reduced or pro-rated based on the Vistana Employee ceasing to be employed by Starwood or its Affiliates as of such date. The Earned Starwood Performance Shares will be assumed by ILG and converted, effective as of the Effective Time, into a restricted stock units award covering ILG Common Stock (the “Converted RSUs”) and subject to substantially the same terms as the related Starwood Performance Shares, except that (y) such restricted stock units awards will vest in full on the third anniversary of the grant date of the original Starwood Performance Share award (generally subject to continued employment or service with ILG or an Affiliate thereof through such date) and will not be subject to any additional performance objectives and (z) the other terms and conditions will be modified to the extent necessary to reflect that the holder of such Converted RSU provides services to ILG or its Affiliates (and not Starwood or its Affiliates) and the issuer of the common stock underlying the Converted RSU is ILG (and not Starwood). The number of such Converted RSUs for each such Vistana Employee will be equal to the product (rounded up to the nearest whole share) of (1) the number of Earned Starwood Performance Shares, as determined in accordance with the above, and (2) the Adjustment Ratio. Any portion of the Starwood Performance Share awards that is not earned as of the Closing Date will be cancelled and forfeited. As soon as reasonably practicable following the Effective Time, ILG will issue each Person who holds a Converted RSU a document evidencing the foregoing assumption of such Converted RSU by ILG.

(c) Miscellaneous. Starwood and ILG shall take any and all actions reasonably necessary to effectuate the transactions contemplated by this Section 2.11. Without limiting the generality of the foregoing, as soon as practicable after the Effective Time, to the extent necessary, ILG shall prepare and file with the SEC a registration statement registering the number of shares of ILG Common Stock necessary to fulfill ILG’s obligations under this Section 2.11.

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ARTICLE III.

LABOR AND EMPLOYMENT MATTERS

Notwithstanding any other provision of this Agreement or any other agreement between ILG, Vistana and/or Starwood to the contrary, the Parties understand and agree that:

Section 3.01 Collective Bargaining Agreements.

(a) With regard to Employees of Starwood and its Subsidiaries covered by a Collective Bargaining Agreement immediately prior to the Closing Date, the Parties covenant to cooperate with each other to avoid any action which could, on a reasonably foreseeable basis, disrupt or otherwise negatively impact the labor relations of any other Party.

(b) Effective as of the Business Transfer Date, Vistana or an Affiliate of Vistana shall retain or assume each Collective Bargaining Agreement covering Vistana Employees, and Starwood shall have no further liability thereunder. Prior to the Business Transfer Date, Starwood agrees that it will comply and will cause any Affiliate of Starwood to comply, in all material respects, with all of the terms and conditions set forth in each such Collective Bargaining Agreement and with applicable Law covering      Starwood and any Starwood Affiliate’s Employees, including but not limited to, the fulfillment of any   labor or employment-related notice, information or consultation requirements relating to the matters contemplated hereby.

Section 3.02 WARN Obligations. Before and after the Closing Date, each party shall comply in all material respects with the Worker Adjustment and Retraining Notification Act and similar state and local laws (“WARN”). As of the Closing Date, ILG and its Affiliates shall be responsible for all obligations and liabilities under WARN relating to the Vistana Employees arising from mass layoffs or plant closings (each as defined under WARN) occurring on or after the Closing Date, and Starwood shall be responsible for all obligations and liabilities under WARN relating to the Vistana Employees arising from mass layoff or plant closings (each as defined under WARN) occurring prior to the Closing Date and all obligations and liabilities under WARN relating to Former Vistana Employees.

Section 3.03 Multiemployer Plan.

(a) In the event the Hotel Union And Hotel Industry Of Hawaii Pension Trust Fund (the “Hotel Trust Fund”) assesses withdrawal liability under Section 4201(a) of ERISA against Starwood, and/or its Affiliates as the result of a complete or partial withdrawal from the Hotel Trust Fund that is caused by actions taken by either Vistana or ILG without the consent of Starwood with respect to Employees at the resort currently known as the Sheraton Kauai Resort (“Withdrawal Liability”) (examples would include, but are not limited to, Withdrawal Liability that is caused by ILG closing the Sheraton Kauai Resort or converting it to timeshares, or terminating its management contract with Starwood), ILG shall indemnify Starwood for such Withdrawal Liability as follows:

(i) in the event Withdrawal Liability is assessed against Starwood or its Affiliates with respect to a withdrawal event that occurs on or after the Closing Date and prior to the first anniversary of the Closing Date, ILG shall not indemnify Starwood for any portion of such Withdrawal Liability;

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(ii) in the event Withdrawal Liability is assessed against Starwood or its Affiliates with respect to a withdrawal event that occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, ILG shall indemnify Starwood for one-third of such Withdrawal Liability;

(iii) in the event Withdrawal Liability is assessed against Starwood or its Affiliates with respect to a withdrawal event that occurs on or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date, ILG shall indemnify Starwood for two-thirds of such Withdrawal Liability; and

(iv) in the event Withdrawal Liability is assessed against Starwood or its Affiliates on or after the third anniversary of the Closing Date, ILG shall indemnify Starwood for the full amount of such Withdrawal Liability.

Starwood shall remain fully responsible, with no right to any indemnification or reimbursement from ILG, for any Withdrawal Liability for which ILG does not expressly agree to indemnify Starwood pursuant to this Section 3.03(a).

(b) Notwithstanding anything herein to the contrary, Starwood shall have no right to any indemnification against ILG for any Withdrawal Liability pursuant to Section 3.03(a) above until Starwood or an Affiliate satisfies any of its required ongoing obligations to make contributions under the Hotel Trust Fund that remain unpaid at the time of the withdrawal triggering such indemnification right under Section 3.03(a).

(c) In the event that Starwood incurs any Withdrawal Liability for which Starwood is entitled to indemnification from ILG pursuant to this Section 3.03, then with respect to such Withdrawal Liability, ILG shall have the right to direct Starwood to challenge such assessment of Withdrawal Liability to the full extent permitted by applicable Law and the Hotel Trust Fund, including, without limitation, a proceeding under Section 4221 of ERISA provided that ILG pays (or reimburses Starwood for) the costs of such defense in proportion to its obligation to indemnify Starwood for such Withdrawal Liability pursuant to Section 3.03(a).

(d) ILG shall not be considered or deemed to be a participating employer in the Hotel Trust Fund and shall have no liability to the Hotel Trust Fund.

Section 3.04 Attorney-Client Privilege. The provisions herein requiring the Parties to cooperate shall not be deemed to be a waiver of the attorney-client privilege for the Parties nor shall it require the Parties to waive their attorney-client privilege. In the event of any conflict

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between the applicable terms of the Separation Agreement or the Merger Agreement and the terms of this Agreement with respect to matters relating to attorney-client privilege, the work product doctrine and all other evidentiary privileges and non-disclosure doctrines, the applicable terms of the Merger Agreement or the Separation Agreement, as applicable (including Sections 7.06 and 7.07 of the Merger Agreement and Section 6.8 of the Separation Agreement), shall prevail.

ARTICLE IV.

REMEDIES

Section 4.01 Indemnification. Any breach of this Agreement by any party hereto or any indemnification obligation under this Agreement shall be subject to the provisions set forth in Article V of the Separation Agreement which shall apply to this Agreement as if incorporated in their entirety herein.

Section 4.02 Enforcement. The Parties agree that irreparable damage would occur, and that the Parties would not have any adequate remedy at Law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party hereto is entitled at Law or in equity. Each party hereto agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. In furtherance of the foregoing, the Parties hereby further acknowledge and agree that prior to the Closing, Starwood and Vistana shall be entitled to specific performance to enforce specifically the terms and provisions of and to prevent or cure breaches of this Agreement by ILG.

ARTICLE V.

MISCELLANEOUS

Section 5.01 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

Section 5.02 Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Section 5.03 Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

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Section 5.04 Captions. The captions in this Agreement are inserted for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

Section 5.05 Severability of Provisions. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The Parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

Section 5.06 Notices. All notices, consents, approvals and other communications among the Parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service, (d) when delivered by facsimile (solely if receipt is confirmed) or (e) or by email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows:

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or to such other address or addresses as the Parties may from time to time designate in writing.

Section 5.07 Further Assurances. Each party hereto agrees that it will execute and deliver or cause its respective Affiliates to execute and deliver such further instruments, and take (or cause their respective Affiliates to take) such other action, as may be reasonably necessary to carry out the purposes and intents of this Agreement.

Section 5.08 Amendment; Waiver. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by the Parties in the same manner as this Agreement and which makes reference to this Agreement. Any party hereto may waive any of the terms or conditions of this Agreement in writing executed in the same manner (but not necessarily by the same Persons) as this Agreement. No waiver by any of the Parties of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the party hereto sought to be charged with such waiver. No waiver by any of the Parties of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 5.09 Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 5.10 Consent to Jurisdiction: Waiver of Jury Trial.

(a) Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware, or, if it cannot acquire jurisdiction, in any federal court of the United States of America sitting in Delaware, and, in each case, appellate courts therefrom, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in such courts and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party hereto to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section 5.10(a).

(b) Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no Representative of any other party hereto has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Parties have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 5.10.

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Section 5.11 Entire Agreement. This Agreement, the Separation Agreement and the Merger Agreement constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties, except as expressly set forth in this Agreement, the Separation Agreement and the Merger Agreement.

Section 5.12 Counterparts. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.

Section 5.13 Expenses. Each party hereto shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.