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Purchase Agreement of Membership Interests

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					                                                                            Date: ____________________________
                                                                        Account #: ____________________________


                                         Starwood Vacation Network
                                        Owner Membership Agreement

This Starwood Vacation Network Owner Membership Agreement (“Agreement”) is made and entered into on
___________________________________________, by and between Starwood Vacation Exchange Company,
a Delaware corporation, its successors and assigns (“SVN Operator”), and ______________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
_________________________________________________________________________________ (“Owner”).
This Agreement is exclusively between SVN Operator and Owner and may not be transferred or assigned by
Owner.

                                                       Recitals

A.   Owner has purchased one or more vacation ownership interests (“Vacation Ownership Interest(s)”) from
     _____________________________________________________________________________ (“Seller”) at
     ______________________________________________________________________________ (“Resort”).

B.   SVN Operator is in the business of affording eligible owners at resort projects affiliated with the Starwood
     Vacation Network (“SVN Resorts”) the opportunity to use the exchange services and related benefits
     provided by SVN Operator and known as the Starwood Vacation Network (“SVN”).

C.   There is a current Starwood Vacation Network Resort Affiliation Agreement (“Resort Affiliation Agreement”),
     in place for the Resort which affords owners the opportunity to become members of SVN (“SVN Members”)
     pursuant to the terms and conditions set forth therein and in this Agreement.

D.   Owner desires to become an SVN Member and participate in SVN.

     In consideration of the mutual covenants and obligations contained in this Agreement, the parties agree as
     follows:

     1.   Recitals and Definitions. The above recitals are true and correct and are incorporated in this
          Agreement by reference. Capitalized terms not otherwise defined in this Agreement have the meaning
          set forth in the Starwood Vacation Network Rules and Regulations for SVN Resorts, as amended from
          time to time (“SVN Rules”). This Agreement shall be effective on the date it is executed by SVN
          Operator as set forth in Paragraph 4 below.

     2.   Enrollment in SVN. Owner will be enrolled as an SVN Member and SVN Operator will accept Owner as
          an SVN Member beginning on the first day of the term of this Agreement as stated in Paragraph 4
          below, subject to the terms and conditions in this Agreement. Owner agrees to comply with the terms
          and conditions of this Agreement, the SVN Rules, and the rules, regulations, and restrictions of any
          SVN Resort at which Owner reserves accommodations.

     3.   Fees. As a condition of continued membership in SVN, Owner shall be responsible for timely payment
          of all applicable transaction or other fees as set forth in the SVN Disclosure Guide and the SVN Rules.
          SVN Operator may deny Owner the right to make a reservation through SVN or enjoy SVN benefits if
          Owner is delinquent in the payment of any maintenance fee, tax, SVN Membership Fees, Vacation
          Ownership Interest mortgage or purchase money payment attributable to Owner’s Vacation Ownership
          Interest for the year for which the reservation is requested, and any previously confirmed Vacation
          Period or Split Vacation Period reservation may be cancelled, until the delinquency is satisfied in full.
          SVN Operator also may require advance payment of estimated maintenance fees and taxes to the SVN
          Member’s Home Resort Managing Entity and estimated SVN Membership Fees to SVN Operator
          before permitting use of StarOptions. SVN Operator also reserves the right to cancel, without refund,
          the membership of any SVN Member who violates the terms and conditions of this Agreement or the
          SVN Rules, or any SVN Resort rules, regulations, or restrictions.

     4.   Term. Unless otherwise terminated as provided in this Agreement, this Agreement shall become
          effective on the date it is executed by SVN Operator and shall have a term of five (5) years. This
          Agreement shall automatically be renewed for successive terms of five (5) years unless either party
          notifies the other in writing of its election to terminate at least ninety (90) days prior to the expiration of
          the initial term or any successive renewal term. Owner understands and agrees that any outstanding
          SVN reservation obligations or commitments that exist at the time of Owner’s termination will be fulfilled
          by SVN Operator and cannot be cancelled. For example, in the Use Year of the termination, an Owner
          may be required to compete with other SVN Members during the SVN Float Period and may not be
          able to access their home resort or assigned home resort vacation ownership interest. To the extent
          that this Agreement is not renewed by an Owner and such Owner desires to later reactivate the
          Owner’s membership, then such Owner may be required to pay a membership reactivation fee.
          Notwithstanding the foregoing, membership in SVN and this Agreement automatically terminate if (a)
          that Owner voluntarily or involuntarily transfers Owner’s Vacation Ownership Interest(s) and owns no
          other vacation ownership interests participating in SVN, (b) any time the Resort Affiliation Agreement is
          properly terminated, or (c) Owner’s total financial obligation associated with membership in SVN



                                                       Page 1 of 5                                  VO!DA053 (Rev. 02-22-10)
     (exclusive of fees payable to the Association and optional transaction or other fees) exceeds Three
     Thousand Dollars ($3,000) during the term of this Agreement.

5.   Owner Representations and Warranties. By executing this Agreement, Owner represents and warrants
     the following to SVN Operator:

     a.   Owner has or will have the exclusive legal right to use the Vacation Ownership Interest(s) and
          make Vacation Periods associated with the Vacation Ownership Interest(s) available for deposit
          with SVN Operator as contemplated in this Agreement throughout the term of this Agreement;

     b.   Owner is authorized to enter into this Agreement and no other parties are required to join in or
          consent; and

     c.   Owner is current in the payment of all maintenance fees, taxes, SVN Membership Fees, and
          Vacation Ownership Interest mortgage or purchase money payments attributable to Owner’s
          Vacation Ownership Interest(s).

6.   Assignment of Resort Reservation Rights. For the term of this Agreement, Owner assigns to SVN
     Operator its reservation rights at the Resort. Owner acknowledges that through this assignment, SVN
     Operator may make available to other SVN Members a Vacation Period at the Resort subject to the
     Owner’s reservation rights during the Home Resort Preference Period. Owner agrees that once an SVN
     exchange has been confirmed, Owner has relinquished all use rights in the Vacation Period associated
     with the Vacation Ownership Interest (“Exchanged Interest”). Owner further agrees that (a) such
     confirmation shall act as an assignment of the Exchanged Interest to SVN Operator; (b) SVN Operator
     is entitled to use the Exchanged Interest in SVN Operator’s sole discretion; and (c) SVN Operator is
     further entitled to keep any and all fees generated by the use of the Exchanged Interest.

7.   Reservation Procedure. As an SVN Member, Owner is eligible to make reservations for Vacation
     Periods associated with Owner’s Vacation Ownership Interest(s) in accordance with the SVN Rules
     and, as follows:

     a.   SVN is operated on a space available, first come, first served basis, subject to the priorities and
          limitations set forth in the SVN Rules. SVN OPERATOR CANNOT GUARANTEE THAT A
          SPECIFIC RESERVATION REQUEST WILL BE CONFIRMED.

     b.   SVN Operator will not be liable to Owner if Owner fails to obtain or confirm a specific desired
          reservation confirmation. If an SVN Member is required to make a reservation by the SVN Rules,
          but fails to do so during a Use Year, the SVN Member’s reservation rights associated with that Use
          Year will expire. The Association has the right to reserve any unreserved vacation periods and to
          all related rental proceeds. This right has been assigned to the SVN Operator in the Resort
          Affiliation Agreement. SVN Operator will exercise this right during the SVN Priority Period.

8.   Prohibition against Transfers of SVN Membership or StarOptions. This Agreement is exclusively
     between SVN Operator and Owner and may not be transferred or assigned by Owner, except that
     Owner may transfer SVN Membership by will or intestate succession, or present or future children of
     such owners who have otherwise succeeded to their parents’ interest.

9.   Conveyance of Vacation Ownership Interest. Owner immediately shall notify SVN Operator on
     conveyance of the Vacation Ownership Interest(s) or at any time Owner ceases to own the exclusive
     rights of use and occupancy associated therewith.

10. Starwood Preferred Guest® Program (Starpoints Conversion Program). As an owner at the Resort and
    an SVN Member, Owner is entitled to access the Starwood Preferred Guest Program (“SPG Program”)
    and the Starpoints Conversion Program. Starwood Hotels and Resorts Worldwide, Inc. (“Starwood”)
    operates the SPG Program. The terms and conditions of the Starpoints Conversion Program are
    provided in the Starpoints Disclosure Statement.

11. External Exchange Program. In order to increase the options available to Owners, SVN Operator has
    made arrangements with an external exchange operator (“External Operator”) as further described in
    the purchase and sale agreement for the Vacation Ownership Interest(s) to provide an external
    exchange program (“External Exchange Program”) to certain vacation ownership interest owners in
    certain vacation ownership resorts, including the Resort. Neither SVN Operator nor Seller is an agent
    for the External Operator and no representations or promises made by SVN Operator, Seller, or their
    agents, are binding on the External Operator. The External Operator is not an agent for SVN Operator
    or Seller and no representations or promises made by the External Operator or its agents, are binding
    on SVN Operator or Seller. The External Operator’s responsibility for representations regarding the
    External Exchange Program, as well as the External Operator’s current or future services, are limited to
    those made in written materials furnished by the External Operator. While it is anticipated that SVN
    Operator and the External Operator will maintain an ongoing contractual relationship, there is no
    assurance that the arrangement will continue for any particular length of time.

     Your use of the External Exchange Program is voluntary and is subject to the rules, regulations, terms,
     and other restrictions (including transaction fees) which will be set by the External Operator from time to
     time. Annual Membership in the External Exchange Program is included in your Starwood Vacation
     Network membership, but any additional fees incurred, such as exchange transaction fees, is at the
     option and expense of Owner. Your decision to purchase your Vacation Ownership Interest(s) should
     be based primarily on the use of your Vacation Ownership Interest(s) in the Resort and not on SVN or
     the continued availability of the External Exchange Program. The External Exchange Program may
     only permit the exchange of entire vacation periods of seven (7) consecutive days and nights only.



                                                 Page 2 of 5                               VO!DA053 (Rev. 02-22-10)
12. Governing Law; Jurisdiction; Venue. This Agreement shall be governed by, and shall be construed in
    accordance with, the laws of the State of Florida. If this Agreement is executed outside of the sales
    office of SVN Operator, it shall constitute an offer by Owner to SVN Operator, and shall in all events be
    subject to acceptance by SVN Operator in SVN Operator’s discretion at SVN Operator’s offices in
    Orlando, Florida. The parties hereby waive any right they may have under any applicable law to a trial
    by jury with respect to any suit or legal action which may be commenced by or against the other
    concerning the interpretation, construction, validity, enforcement, or performance of this Agreement or
    any other agreement or instrument executed in connection with this Agreement. If any such suit or
    legal action is commenced by any party, each party agrees, consents, and submits to the personal
    jurisdiction of the courts of Orange County, Florida, with respect to such suit or legal action, and each
    party also consents and submits to and agrees that venue in any such suit or legal action is proper in
    such courts and county, and each party waives any and all personal rights under applicable law or in
    equity to object to the jurisdiction and venue in such courts and county. Such jurisdiction and venue
    shall be exclusive of any other jurisdiction and venue. If any party initiates an action to enforce its rights
    under this Agreement, the prevailing party shall recover from the non-prevailing party or parties its
    reasonable expenses, court costs and reasonable attorneys’ fees, whether suit be brought or not.
    Expenses, court costs and attorneys’ fees include expenses, court costs and attorneys’ fees incurred in
    all appellate, bankruptcy, and probate proceedings. All such expenses shall bear interest at the highest
    rate allowable under the laws of the State of Florida from the date the prevailing party pays such
    expenses until the date the non-prevailing party repays such expenses. Expenses incurred in enforcing
    this paragraph shall be covered by this paragraph.

13. Indemnification. Owner is liable and agrees to indemnify SVN Operator for any costs incurred by SVN
    Operator as a result of Owner’s failure to comply with this Agreement, including claims arising out of
    failure of accommodations to be available because of any action or inaction by Owner or damages due
    to the breach by Owner of this Agreement or the SVN Rules.

14. Limitation of Representations. SVN MEMBERS SHOULD REFER TO THE SVN RULES FOR
    DETAILS CONCERNING THE OPERATION OF SVN. Representations on which SVN Member may
    rely concerning SVN are limited to those in this Agreement, the SVN Disclosure Guide, the SVN Rules,
    or those supplied in writing by SVN Operator. No other representations are valid or binding on SVN
    Operator.

15. Economic and Tax Consequences. SVN Operator does not make any representations as to the income
    or sales tax consequences of the use of a membership in SVN. The enrollment of membership in SVN
    should not be based on the expectation of Owner receiving any profit therefore. Owner should consult
    Owner’s own tax advisor as to these issues. Owner should not enroll in SVN in reliance on any
    particular kind of tax consequence. Each SVN Member shall be responsible for the payment of all
    federal, state, and local taxes, if any, incurred in connection with the enrollment or use of a membership
    in SVN.

16. Owner Acknowledgments. Owner recognizes and acknowledges that:

    a.   Owner’s membership in SVN is voluntary;

    b.   This Agreement with SVN Operator is a separate and distinct contract from any contract with any
         developer or seller of a vacation ownership interest or vacation membership plan;

    c.   Purchase or use of a membership in SVN for commercial purposes or for any purpose other than
         for the personal vacation use of Owner or Owner’s authorized guests as described in the SVN
         Rules expressly is prohibited;

    d.   SVN Resort accommodations will vary in size, design, layout, furnishings, and maximum number of
         occupants;

    e.   Owner is responsible for payment of any personal expenses incurred while occupying
         accommodations at any SVN Resort, as well as for any damage or loss caused or suffered by
         Owner or Owner’s guests;

    f.   SVN Operator’s liability to Owner in connection with SVN is limited to the fees paid to SVN
         Operator by Owner;

    g.   If Owner elects to sell the Vacation Ownership Interest(s) or otherwise elects not to participate in
         SVN, SVN Operator will not refund any payments or fees paid by Owner;

    h.   Owner’s continued participation in SVN is dependent on the continued affiliation of the Resort with
         SVN Operator. SVN Operator reserves the right to suspend participation in SVN of Owners if the
         Association fails to maintain and manage the accommodations and facilities of the Resort at the
         level of quality and customer service established by SVN Operator for all SVN Resorts from time to
         time, in its sole discretion, as more specifically set forth in the Resort Affiliation Agreement;

    i.   The terms and conditions of the SVN Rules are subject to change by SVN Operator in its sole
         discretion without Owner’s consent, including all SVN fees, benefits, and reservation priorities and
         procedures;

    j.   Owner has received copies of the Starwood Vacation Exchange Company Disclosure Guide, the
         SVN Fees Chart, the Starwood Vacation Ownership Use Notification, the SVN Rules and the
         Starpoints Disclosure Statement all of which are incorporated herein by reference. Owner hereby
         accepts and agrees to all terms and conditions set forth in those documents;



                                                 Page 3 of 5                                 VO!DA053 (Rev. 02-22-10)
k.   Owner acknowledges that membership in any external exchange program that, like SVN, requires
     its members to assign their reservation rights to that external exchange company operating such
     program, is incompatible with membership in SVN. Owner is not a member of such an external
     exchange program and agrees not to join such a program during the term of this Agreement. If
     Owner chooses to join such an external exchange program after joining SVN, SVN Operator
     reserves the right to terminate this Agreement;

l.   Owner’s ability to exchange Owner’s Vacation Ownership Interest for accommodations at a desired
     SVN Resort will depend not only on the number of StarOptions Owner has, but also on the number
     of SVN Members competing for the same destination and the number of SVN Members at that
     destination who have elected to exchange at the time Owner wants to travel. Consequently, the
     fact that a particular resort is in SVN does not assure Owner of the ability to exchange into that
     resort; and

m. If the Vacation Ownership Interest(s) listed in this Agreement is/are in Vistana Lakes
   Condominium, Owner acknowledges that by entering into this Agreement and enrolling in SVN,
   and in exchange for the opportunity to exchange into other SVN Resorts, Owner is giving up the
   right under the Vistana Vacation Club Rules and Regulations to upgrade to a higher Season in the
   Resort up to ninety (90) days prior to the commencement date of the requested Vacation Period.
   However, Owner may be able to reserve any available Vacation Period at the Resort during the
   Home Resort Float Period, or any available Vacation Period at any SVN Resort after the Home
   Resort Preference Period, provided that Owner has sufficient StarOptions, and subject to the SVN
   Rules. If the Vacation Ownership Interest(s) listed in this Agreement is/are in Vistana Lakes
   Condominium and if any such Vacation Ownership Interest is a Fixed Vacation Ownership
   Interest, Owner acknowledges that by entering into this Agreement and enrolling in SVN, Owner
   will be subject to a shorter period during which to make a reservation at the Resort under the SVN
   Rules than Owner would receive under the Vistana Vacation Club Rules and Regulations. Owner
   should refer to the SVN Rules for further details regarding reservations during the Home Resort
   Preference Period and other reservation provisions.
n.   If the Vacation Ownership Interest(s) listed in this Agreement is/are in Vistana Fountains
     Condominium, Vistana Fountains II Condominium, or Vistana’s Beach Club Condominium,
     Owner acknowledges that by entering into this Agreement and enrolling in SVN, and in exchange
     for the opportunity to exchange into other SVN Resorts, Owner is giving up the right under the
     Reciprocal Reservation System Agreement to reserve time at the Affiliated Resorts referenced in
     the Reciprocal Reservation System Agreement (Affiliated Resorts defined as Vistana's Beach Club,
     Vistana Fountains Condominium and Vistana Fountains II Condominium) at 11 months in advance
     of Owner's desired arrival date. However, Owner may access the Affiliated Resorts 8 months in
     advance of arrival provided that Owner has sufficient StarOptions and subject to the SVN Rules.
     Further, if the Vacation Ownership Interest(s) listed in this Agreement is/are in Vistana Fountains
     Condominium, Vistana Fountains II Condominium, or Vistana’s Beach Club Condominium
     Owner is giving up the right under the Reciprocal Reservation System Agreement to split the
     Vacation Ownership Interest into nightly segments at Owner’s Home Resort 12 months in advance
     of Owner's desired arrival date, and at the Affiliated Resorts 11 months in advance of Owner's
     desired arrival date. However, Owner may reserve nightly stays up to 90 days in advance of the
     desired arrival date at participating Starwood Vacation Network resorts which include Vistana
     Fountains Condominium, Vistana Fountains II Condominium and Vistana's Beach Club provided
     that Owner has sufficient StarOptions and subject to the SVN Rules.
o.   If the Vacation Ownership Interest(s) listed in this Agreement is/are in Vistana Falls
     Condominium, Vistana Springs Condominium or Vistana Spa Condominium, Owner
     acknowledges and agrees that in exchange for the opportunity to participate in SVN and exchange
     into other SVN Resorts, Owner is relinquishing the use rights set forth in Owner’s Resort
     Documents and subjecting Owner’s fixed Vacation Ownership Interest to the SVN Rules and
     reservation window priorities. Owner acknowledges and agrees that by entering into this
     Agreement and enrolling in SVN, Owner’s fixed Vacation Ownership Interest will be subject to the
     reservation rules and priority reservation windows set forth in the SVN Rules. During SVN’s Home
     Resort Preference Period (the reservation window which is 12 months to 8 months in advance of
     Owner’s fixed Vacation Ownership Interest), Owner’s fixed Vacation Ownership Interest shall be
     automatically reserved for Owner’s exclusive use, pending Owner’s confirmation of the reservation.
     During the Home Resort Preference Period, Owner must contact SVN Operator and confirm
     Owner’s automatic reservation. If Owner elects to participate in the SVN Float Period (the
     reservation window which is 8 months in advance of a desired SVN Vacation Period) or fails
     to confirm the automatic reservation during the Home Resort Preference Period, Owner’s
     fixed Vacation Ownership Interest reservation will automatically cancel and Owner will be
     subject to the reservation procedures for the SVN Float Period. Owner should refer to the
     SVN Rules for further details regarding reservations during the Home Resort Preference Period
     and other reservation provisions.

p.   If the Vacation Ownership Interest(s) listed in this Agreement is/are in Scottsdale Pinnacle
     Condominium the one season designation (One Season year-round Plan), the Owner of such
     Interval will have the right to reserve available Use Period(s) in Intervals in Units at the Sheraton
     Desert Oasis that are also in the One Season year-round Plan, unless Owner uses an external
     exchange company or SVN. As an SVN Member, if the Owner does not make a reservation at
     Sheraton Desert Oasis twelve to eight months prior to the desired arrival date (the Home Resort
     Preference Period), Owner will enter the SVN or Network Float Period. This means that the
     StarOption amounts listed on Owner’s use notification document will be available for Owner’s use
     at the Sheraton Desert Oasis or other SVN resorts, subject to availability and as further detailed in
     the SVN Rules. Purchaser understands that the StarOption amounts available to him/her are


                                           Page 4 of 5                                VO!DA053 (Rev. 02-22-10)
              shown on the use notification document notwithstanding any other value that may be shown on the
              StarOptions Chart for specific vacation weeks at this Resort. If the Vacation Ownership Interest(s)
              listed in this Agreement is/are in Scottsdale Pinnacle Condominium in the Three Season
              designation (Platinum, Gold or Silver Season), the Owner of such an Interval will have the right
              to reserve time within a Unit of the applicable type within the season to which the Interval relates.
              Except as may be available through exchange programs, Owners of Intervals in Units in the Three
              Season Plan will not be able to reserve Use Periods in Units in the One Season Year-round Plan,
              and vice versa. Purchaser(s) should consult their Use Notification Document to determine whether
              or not their Interval is in a Unit in the Three Season or the One Season Year-round Plan.

     17. Headings. The headings in this Agreement are intended solely for convenience of reference and shall
         be given no effect in the construction or interpretation of this Agreement.

     18. Counterparts. This Agreement may be executed in multiple counterparts all of which, when read
         collectively, shall constitute a single document. The parties also acknowledge that this document may
         be executed in facsimile counterparts and that facsimile versions of this Agreement shall be deemed
         and considered to be as enforceable as original versions of this Agreement.

     19. Include. The term “include” and similar terms (e.g., includes, including, included, comprises,
         comprising, such as, e.g., and for example), when used as part of a phrase including one or more
         specific items, are used by way of example and not of limitation.

In witness whereof, the parties have caused this Agreement to be effective as of the date it is executed by SVN
Operator.

“Owner”                                               Starwood Vacation Exchange Company,
                                                      a Delaware corporation

                                                      By:

                                                      As its:

                                                      Date:




                                                    Page 5 of 5                                VO!DA053 (Rev. 02-22-10)

				
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