Exhibit 10.2


TIMESHARE PROPERTY
MAINTENANCE & MANAGEMENT AGREEMENT


FOR


PLANET HOLLYWOOD TOWERS
BY WESTGATE


BETWEEN


OPBIZ, LLC (“Manager”)


AND


WESTGATE PLANET
HOLLYWOOD LAS VEGAS, LLC (“Developer”)


and


CFI RESORTS MANAGEMENT,
INC. (“RMI”)


September 10, 2007
















TIMESHARE PROPERTY MAINTENANCE & MANAGEMENT AGREEMENT


This
Timeshare Property Maintenance & Management
Agreement (“Agreement”) is
dated as of September 10, 2007 and is made effective as of the Effective
Date (defined below) by and among Westgate Planet Hollywood
Las Vegas, LLC, a Florida limited liability company (“Developer”); CFI Resorts Management,
Inc., a Florida corporation (“RMI”); and OpBiz, LLC, a Nevada limited liability company (“Manager”).  Developer,
RMI and Manager are sometimes referred to collectively in this Agreement as the
“Parties” and individually as a “Party.”


RECITALS


A.
                                Developer
has purchased from PH FEE OWNER, L.L.C.,
a Delaware limited liability company and TSP
OWNER, L.L.C., a Delaware limited liability company (jointly and
severally hereinafter referred to as the “Seller”),
affiliates of Manager, certain real property situated in Clark County, Nevada
more particularly described on Exhibit A
attached hereto and incorporated herein, together with related assets
(hereinafter referred to as the “Timeshare Property”),
which is located adjacent to “Planet Hollywood Hotel and
Casino” (hereinafter referred to as the “Hotel and
Casino”); and


B.                                     Manager,
as Seller, and WESTGATE RESORTS, LTD., a Florida
limited partnership (“Westgate Resorts”),
an affiliate of Developer, as purchaser (Westgate Resorts is referred to
in the TPA, defined below, as Developer), entered into that certain Timeshare
Purchase Agreement dated as of December 10, 2004 as modified by that
certain Modification Agreement Regarding Timeshare Purchase Agreement dated as
of September 10, 2007 between Seller and Westgate Resorts (collectively,
the “TPA”). 
Pursuant to the TPA, Developer and RMI have agreed to execute a
master Maintenance & Management Agreement (the “Master Agreement”)
pursuant to which RMI will manage the Timeshare Property.


C.                                     Pursuant
to the terms of this Agreement, Developer and RMI (Developer and RMI are
referred to collectively herein as “Westgate” and
any reference to Westgate means each and/or both of Developer and/or RMI as the
context may require) desire to engage Manager to assist both RMI and Developer,
and to perform certain management services with respect to the Timeshare
Property; and Manager desires to be so engaged pursuant to the terms, conditions
and provisions of this Agreement.


AGREEMENTS


In
consideration of the mutual promises, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties agree as follows:


1.              GENERAL PROVISIONS


1.1.                 Subject
to the provisions of this Agreement and during the Operating Term (defined
below) hereof, Westgate engages Manager as an independent contractor, and
Manager agrees to be so engaged, to provide rental vacancy management for the
Westgate Inventory as well as other delegated management services as specified
herein relative to the management of the Timeshare Property, and to otherwise
consult with, advise and assist Westgate in the management and operation of the
Timeshare Property as described in this Agreement during the Operating Term.  Pursuant to this Agreement,













Manager will offer under exclusive license, the
rental, management and maintenance of all Westgate Inventory at rates and terms
to be deter­mined by Manager in its commer­cially reasonable business
judgment.  RMI has or will be
engaged by the condominium association (the “Association”) created
in connection with the Timeshare Project to provide management services to
the Asso­ciation. Subject to the terms in this Agree­ment, the recipient and
beneficiary of Manager’s services hereunder will be RMI and Developer jointly,
unless otherwise specified herein. 
Westgate hereby covenants to use its best commercially reasonable
efforts to renew and keep in effect the Master Agreement so long as this
Agreement is in effect.


1.2.                 Manager’s
operation and management duties include the management, operation and
maintenance of the Commercial Unit.


1.3.                 Notwithstanding
anything contained herein to the contrary, RMI reserves the right, subject to
the Operating Standard, to manage, supervise, operate and control all as­pects
of guest relations, concierge services, reservations, check in, and check
out for all (i) Timeshare Interval Owners, (ii) exchange guests,
and (iii) vacation package guests (i.e., prospective purchasers
purchasing a vacation package from Westgate or its affiliates
or otherwise generated by Westgate’s marketing efforts).


2.              DUTIES OF WESTGATE


2.1.          Westgate
must, subject to the terms of this Agreement and in light of Manager’s obli­gations
hereunder, cause each Unit within the Timeshare Property to be furnished,
equipped, and, in consultation with Manager, refurbished (a) at least at a
level of service and quality gen­erally considered and classified by Interval
International or any other company providing exchange services with respect to
the Timeshare Property to be Five Star, or otherwise have the equivalent
highest possible exchange company rating; and (b) in accordance with the
Operating Standard, as defined in Section 3.1
below.


2.2.          Notwithstanding anything to the contrary in this Agreement, Westgate,
and not Manager or its delegee(s) (see, e.g., Section 3.5
below), is responsible for and will separately accomplish:
(a) Reservations made by Timeshare Interval Owners for occupancy in the
Timeshare Project; and (b) Check-in by Timeshare Interval Owners and/or
their guests for occupancy in the Timeshare Project; (c) Reservations made by
timeshare exchanges for occupancy in the Timeshare Project; (d) Check-In by
timeshare exchanges for occupancy in the Timeshare Project.


2.3.          RMI shall be solely responsible for the administrative aspects of the
Association’s activities, including, without limitation, the billing,
accounting and collection of maintenance fees and real estate taxes.


RMI is responsible for
producing the Association annual budget, which must be satis­factory to Manager
in all respects (including but not limited to reserves and contingencies and
accounting for uncollectible accounts), such approval not to be unreasonably
with­held.  The approved Association
annual budget for each year must be delivered to Manager on or before
September 15 in the year prior to the year in which said budget
is to be effective.



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2.4.          Assignment by Westgate.  See Section 14.1 below.


2.5.          Obligations of Westgate


2.5.1.                    Except as
otherwise expressly permitted under this Agreement, the TPA, the Marketing and
Leasing Agreement or any other agreement executed in further­ance of the TPA
(the “Transaction Documents”), without Manager’s
consent, Westgate may not publish any advertising materials or promotional
materials which promote rentals of Westgate Inventory. The foregoing shall not
limit West­gate’s activities pertaining to sale of Timeshare Intervals and
Whole Ownership Units at the Timeshare Property, so long as such activity is
otherwise in accord­ance with the TPA, the Marketing and Leasing Agreement and
the PHII License Agreement.


2.5.2.                    Westgate
shall do or cause to be done all such acts and things in or about the Timeshare
Property that are within Westgate’s control, in good faith and exercising
prudent commercial judgment, and Manager’s belief to be necessary to comply
with all applicable legal requirements and the terms of all insurance policies,
terms of all other agreements Westgate has entered relating to the Timeshare
Property, and to discharge any lien, encumbrance, or charge on or with respect
to the Timeshare Property and the operation thereof.


2.5.3.                    To
the extent required pursuant to this Agreement, Westgate will promptly take all
actions reasonably necessary to remedy any non-compliance with the Operating
Standard following written notice from Manager.


2.5.4.                    Westgate
must promptly notify Manager of any litigation filed or threatened against
Westgate involving the Trademarks, as well as any apparent third-parry infringe­ment
of the Trademarks of which Westgate becomes aware and must cooperate fully with
Manager on such matters.


2.5.5.                    On
Friday, January 11, 2008, and on every
Friday thereafter, Westgate shall deliver to Manager weekly reports, in form
and substance satisfactory to Manager in its reasonable discretion (each,
a “Westgate Inventory Release Report”),
including, among other things, Westgate’s best commercially reasonable
estimates of Westgate Inventory (broken down by category in accordance with the
definition of Westgate Inventory provided in this Agreement) which will be
available to Manager hereunder, and dates when said Westgate Inventory is
projected to be available to Manager for rental hereunder, said
projections to be applicable to each day of a three (3)
year period (1,095 days) commencing
on the date of each Westgate Inventory Release Report, except that such reports
delivered prior to September 30, 2009 shall
cover a three (3) year period (1,095 days) com­mencing on said date.  Westgate acknowledges that Manager, in order
to fulfill its bookings related to Westgate Inventory, is relying on the
Westgate Inventory Release Report(s), with the understanding that the Westgate
Inventory Release Reports are projections and not absolute predictions.  The Parties shall work together in good faith
to maximize revenues relative to the rental of Westgate Inventory.


2.5.6.                    Obtain and provide any required Asso­ciation and
other approval for any actions that Manager must receive prior approval for, as
required by the Association



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Declaration, Articles,
and Bylaws (“Association Governing
Documents”), attached as Exhibit B, to the extent same
is within Westgate’s control and subject to compliance with the Association
Governing Documents.


2.6.          Maintenance of Insurance Coverage


2.6.1.                    At
all times during the Operating Term, Westgate shall obtain or cause the
Association to maintain insurance with respect to the Timeshare Property with
coverages con­sistent with industry standards and any additional coverages
determined appro­priate by Westgate and Westgate’s institutional lender(s) and
as may be required by the Association Governing Documents.   Any premiums for said insurance shall be
Operating costs funded under the Operating Budget.


2.6.2.                    With respect
to any claim arising under any policy of insurance required hereunder, the
parties agree that each shall cooperate with one another to do the following:


2.6.2.1.                       cause
to be investigated all damage to or destruction of the Timeshare Property, as
it becomes known to Westgate, and report to Manager any such incident that is
material, together with the estimated cost of repair thereof;


2.6.2.2.                       prepare
any and all reports required by any insurance company as the result of a claim
or threatened claim under any policy obtained by such party hereunder, acting
as the sole agent for all other named insured additional insured, mortgagees
and loss payees; and


2.6.2.3.                       retain
all consultants and experts, including architects, engineers, project managers,
accountants and attorneys, as needed, to assist in analyzing any loss or
damage, determining the nature and cost of repair and preparing and presenting
any proofs of loss or claims to any insurers; or otherwise investigating any
personal injury, property damage, or other claim.


2.6.3.                    All
insurance policies provided for in this Section 2.6 and Section 3.3.18 must include:


2.6.3.1.                       Manager
and Westgate as parties insured thereunder, as their interests may appear;


2.6.3.2.                       where
applicable, mortgage (loss payable) endorsement(s) in favor of
Mortgagee(s), as their interests may appear;


2.6.3.3.                       where
applicable and permitted under the applicable policy, the insurer’s waiver of
subrogation rights against Manager and Westgate; and


2.6.3.4.                       a
requirement that the insurer provide to all named insureds at least thirty (30) days prior written notice of cancellation
on material change (other than increases in coverage) in the terms and
provisions of the applicable policy.



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2.6.4.                    Evidence of insurance


2.6.4.1.                       As
soon as practicable prior to the effective date of the applicable coverages,
the Party obtaining the insurance coverages under this Section 2.6
and Section 3.3.18 will pro­vide the
other Party with insurance certificates evidencing that the applicable
insurance requirements of this Agreement have been satisfied. As soon as
practicable prior to the expiration date of each such policy, the Party obtain­ing
such insurance will provide the other Party with insurance certificates evidencing
renewal of existing or acquisition of new coverages.


2.6.4.2.                       On
request of the other Party, each Party must furnish the other with a schedule
of insurance obtained by such Parry under this Section 2.6
and Section 3.3.18, listing the policy
numbers of the insurance obtained, the names of the companies issuing such
policies, the names of the parties insured the amounts of coverage, the
expiration date or dates of such policies and the risks covered thereby.


2.6.5.                    Review of Insurance.  All
insurance policy limits provided under this Section 2.6
and Section 3.3.18 may be reviewed by the
Parties annually following the commencement of the Operating Term, or sooner if
reasonably requested by either Party, to determine the suitability of such
insurance limits in view of exposures reasonably anticipated over the ensuing
Operating Year.  Westgate and Manager
hereby acknowledge that changing practices in the insurance industry and
changes in law and cus­tom may necessitate additions to types or amounts
of coverage during the Operating Term. 
The Parties will comply with any other insurance require­ments the other
reasonably requests in order to protect the Timeshare Property and the
respective interests of Westgate and Manager.


2.6.6.                    Deductibles/Insurance Proceeds.   Notwithstanding
anything contained in this Agreement to the contrary, the parties acknowledge
and agree that any uninsured loss or deductible required to be paid under any
policy of insurance maintained by any of the parties to this Agreement is an
Operating Cost to the extent of any dif­ference between the amount of any
special assessment or otherwise received by the Condominium Association
pursuant to the Association Governing Documents and the amount of any such
uninsured loss or deductibles.  The Association
Budget, adopted from time to time shall include adequate provisions for payment
of any contingency including insurance deductibles.  Moreover, the parties agree that Westgate
shall have final authority with respect to the disposition or applica­tion of
any insurance proceeds with respect to any claim or loss under any policies of
insurance with respect to the Timeshare Project or Timeshare Property subject
to the requirements of (i) Section 13.6,
(ii) the Association Governing Documents and (iii) the requirements of Westgate’s
institutional lenders.


2.7.          Proprietary information


2.7.1.                    Westgate
acknowledges that the proprietary information of Manager includes, but is not limited to: any computer software,
reservation systems, guest informa­tion generated in connection with the
reservation process (see, e.g., Section 5.1 below),
or any other similar information designated, from time to time by Manager, and
may also include management services of Manager’s designee or assignee



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(the foregoing is referred to herein as Manager’s
“Proprietary Information”). Manager’s
Proprietary Information and the goodwill asso­ciated therewith are
the sole and exclusive property of Manager and may be used by Manager and
its Affiliates for any purpose.


2.7.2.                    Manager acknowledges that the Proprietary Information of
Westgate includes, but is not limited to, computer software and
reservation system used in connection with the owner and guest check-in
process, owners’ list, purchaser information, sales prospects and lead lists,
owner and exchange guest information, Timeshare Property Guest Information,
defined in Section 5.1 below, and any
other similar information designated from time to time by Westgate.  Westgate’s Proprietary Information and the
goodwill associated therewith are the sole and exclusive property of Westgate
and may be used by Westgate and its Affiliates for any purpose.


2.7.3.                    The
provisions of this Section 2.7
will survive the expiration or sooner termination of this Agreement.


2.8.          Covenants. Representations and Warranties of Westgate.  Westgate
represents and warrants to Manager the following:


2.8.1.                    Each
of Developer and RMI is duly organized, validly existing, and in good standing
under the laws of the state of its organization, is duly qualified to do business
in the state in which the Timeshare Property is located, and has full power,
Authority, and legal right to execute, perform, and timely observe all of the
provisions of this Agreement to be performed or observed by Westgate. Each of
Developer and RMI’s execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of Westgate.


2.8.2.                    This
Agreement constitutes a valid and binding obligation of each of Developer and
RMI and does not and will not constitute a breach of or default under any of
the organizational or governing documents of either of Developer and RMI or
the terms, conditions, or provisions of any law, order, rule, regulation,
judgment decree, agree­ment, or instrument to which either of Developer and RMI
is a party or by which either or any substantial portion of either’s assets
(including the Timeshare Property) is bound or affected.


2.8.3.                    No
other approval of any third party (including any ground lesser or the holder of
any Mortgage or the Association) is required for each of Developer and RMI’s
execution and performance of this Agreement that has not been obtained prior to
the execution of this Agreement.


2.8.4.                    Each
of Developer and RMI Westgate, at its own expense, will maintain in full force
and effect throughout the Operating Term its legal existence and the rights
required for it timely to observe and perform all of the terms and conditions
of this Agreement.


2.8.5.                    Westgate
holds (or will hold prior to the Opening Date) and must maintain
throughout the Operating Term all Approvals necessary to permit the ownership
and operation of the Timeshare Property in accordance with the Operating
Standard and Legal Requirements.



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2.8.6.                    To
its actual knowledge, there is no litigation, proceeding or governmental
investigation pending or threatened against Westgate or any Affiliate that
could adversely affect the validity of this Agreement or the ability of
Westgate to comply with its obligations under this Agreement.


2.8.7.                    No
broker or finder was retained by Westgate to render services in connection with
any of the transactions contemplated hereby, and no fees are due to any third
party with respect hereto.


2.9.          [omitted]


2.10.                Authorization to Mortgage Timeshare Property.  See Section 14.1 below.


2.11.                       Protection of Manager’s Interest.  Westgate will
defend, indemnify and hold Manager harmless from and against any and all
losses, damages, costs and expenses that Manager may incur should this
Agreement be terminated by any Mortgagee so long as such termination is not
caused by an Event of Default by Manager.


3.              DUTIES AND LIMITATIONS OF MANAGER


3.1.           Operating Standard.   In fulfilling its duties hereunder, Manager will, in
consultation with Westgate, establish and conform to operating standards, policies
and programs and in effect from time to time for application equally to the
Hotel and Casino and to the Time­share Property.  In this regard, all in-room amenities in the
Timeshare Property shall be substantially the same as in the Hotel and Casino.  Notwithstanding anything contained
in this Agreement to the contrary, Manager has the right to identify all
operational and related amenities, fixtures and equipment for the Timeshare
Property, such as, but not limited to, the following:


(a)                            In-room amenities, including but not limited to, telephone, television and
cable/­channel equipment and programming, internet access capability, bathroom
products and supplies, bedroom products and supplies, such as bed linens, duvet
and pillows; work area products and supplies, and in-room retailing;


(b)                           Guest common amenities, including but not limited to, room service menu
offerings, dry cleaning, newspaper service, compendium services, key pack
contents;


(c)                            Tower common area amenities, including but not limited to, vending, ice,
mini-bar products, concierge;


(d)                           Global standardization of property specifications and suppliers, including
but not limited to, conforming the rooms and common areas in the Timeshare
Property to the visual and operational themes and concepts of the Hotel and
Casino; overall product suppliers and specifications such as electronic
equipment, pouring rights, sundry offerings, car rental; and


(e)                            Any standardization required by Manager’s designee, including but not
limited to, hotel reservation and yield management computer system and network
tie-in, “bill



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to room” capabilities, overall
hotel operator “manual” compliance relative to Westgate Inventory.


The Manager’s standards,
policies, programs and objectives of operation for the Time­share Property, as
described herein and as illustrated by (but not confined by) the fore­going,
are hereinafter referred to collectively as the “Operating
Standard”.  To remain
competitive and respond to new technology, guest needs, and market conditions;
Manager from time to time may modify, alter, change, delete or add to the
standards, policies and programs that comprise the Operating Standard.  Manager agrees that the Operating Standard is
subject to the PHII Licensing
& Memorabilia Agreement and that the Hotel and Casino bear the Planet
Hollywood theme.  As noted above, the Operating Standard
includes conforming the rooms and Commercial Unit to the visual and operational
themes and concepts of the Hotel and Casino.


Notwithstanding the foregoing
provisions of this Section 3.1,
Westgate may provide, for the benefit of the Timeshare Property, from Westgate’s
separate suppliers, any group or category of items stated to be within Manager’s
discretion as provided above, provided that
any such provision must be on materially better financial and other terms
(viewed on an overall basis, and including consideration of the effect
thereof on Manager’s overall contractual relations with all of its suppliers),
as determined by Manager; and provided further
that any such items must be of equal or better quality to those identified by
Manager and in any event in conformance with the Operating Standard, all as
deter­mined by Manager.


3.2.           Subject
to the overriding obligation to comply and ensure compliance with the Operating
Standard (including but not limited to the
visual and operational themes and concepts of the Hotel and Casino)
at all times, the initial furnishing of the Units will be within Westgate’s
discretion subject to the provisions of Section 9(b) of the TPA and except
to the extent within Manager’s discretion as provided in Section 3.1 above. 
Westgate shall cause all furnishings,
fixtures, equipment and amenities placed in the Timeshare Property to meet or
exceed the existing equivalents with respect to same contained within the Hotel
and Casino, and in any event to conform in all respects to the Operating
Standard as enforced by Manager. 
Examples of items within Westgate’s discretion,
to be exercised in accordance with this
Section 3.2, include, but are not limited to,


actual construction and furnishing of the Units,
including wallpaper, floor coverings, cabinetry, appliances, built-ins, if any,
and furniture


3.3.           Duties of Manager


3.3.1.                    During
the Operating Term, Manager will: (i) manage and operate the Timeshare
Property as an integrated operation with the Hotel and Casino, except with res­pect to
Timeshare Interval Owners as provided in Section 1.3 and Section 2.2; (ii) direct and supervise the
Timeshare Property Personnel (as defined below) regarding the man­agement and
operation of the Timeshare Property on a day-to-day basis in ac­cordance
with the Operating Standard, the Operating Plan and the terms of this
Agreement; (iii) implement or effectuate the Operating Plan
in accordance with the Operating Budget; and (iv) provide other
advice, assistance and recommendations to Westgate to promote the efficient
operation of the Time­share Property.



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3.3.2.                    During
the planning and construction phase of the Timeshare Project, Manager
will advise and consult with Westgate on construction programming issues
including, without limitation, front and back of house specifications; amenity
offerings, including food and beverage, retail/sundry, if any; and related
opera­tions; and in-room amenities, all of which must comply with Section 3.1.


3.3.3.                    Subject
to the provisions of Section 3.1,
Manager will coordinate the design, construction and installation of any renova­tions,
improvements, repairs, or replacements of FF&E, building systems, or other
physical components of the Timeshare Property that may be undertaken, including
the expenditure of reserves designated as part of the Operating Budget.


3.3.4.                    Manager
will negotiate and execute, in consultation with Westgate, and manage/­monitor
all service contracts, operating leases, licenses and other agreements
pertinent to the management and operation of the Timeshare Property,
including Timeshare Property Amenities, as provided herein.  All such contracts, leases, licenses and
agreements shall be paid as Operating Cost pursuant to the then-applicable
Operating Budget.


3.3.5.                    Manager
will establish and maintain personnel policies and practices relating to the
employment and engagement of personnel for Timeshare Property all of whom shall
be employed by Manager and whom shall carry out Manager’s duties here­under (“Time­share Property Personnel”) including:
(i) policies and practices relating to terms and conditions of employment,
screening, selection, training, supervision, com­pensation, bonuses, severance,
pension plans and other employee benefits, dis­cipline, dismissal, transfer and
replacement; and (ii) policies and practices relating to the exercise by
any Timeshare Property Personnel of rights under the National Labor Relations
Act or any applicable labor laws in relation to the Timeshare Property
(including union organization, recognition and withdrawal of recognition,
union elections, contract negotiation on a single-employer or multi-employer
basis, grievances, unfair labor practice charges, strikes and lockouts).


“Timeshare Property
Personnel” does not include any person employed by Westgate to
perform the services reserved to Westgate as set forth in Section 1.3
and Section 2.2.  Westgate may in its reasonable
discretion adopt separate per­sonnel policies and practices relating to its
personnel engaged in such services and other services performed by Westgate
with respect to operation of Time­share Vacancies (not including Westgate
Inventory rented by Manager) and the Association, provided that any such
separate policies and practices shall conform in all respects to the Operating
Standard. All costs relative to the foregoing are part of the Operating Costs
and shall be included within the Operating Budget.


Manager’s policies and practices related to
Timeshare Property Personnel need not be identical to Manager’s policies and
practices related to Manager’s personnel who are not Timeshare Property
Personnel.


3.3.6.                    Manager
will hire, pay, transfer and dismiss all Timeshare Property Personnel in
accordance with the policies adopted pursuant to Section 3.3.5.



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3.3.7.                    Manager
will cause the Timeshare Property Personnel employed by Manager to be available
to consult with Westgate at Westgate’s reasonable request concern­ing policies
and procedures affecting the conduct of the business of the Timeshare Property
and its compliance with the Operating Standard.


3.3.8.                    Maintain
in consultation with Westgate complete books of account and records relating to
Manager’s services consistent with GAAP and otherwise in accordance with
Manager’s customary accounting policies, practices and systems.


3.3.9.                    Subject
to the limits on Manager’s obligations as set forth in Section 3.4 and
other applicable provisions of this Agreement, Manager will keep the Timeshare
Property and the FF&E in good operating order, repair and condition,
consistent with the Operating Standard, including making necessary
replacements, improvements, additions and substitutions thereto.  Except as agreed to by Manager, Manager will
not be responsible for any extraordinary repairs or replacements.  Determination of the necessity for and the
means of executing extraordinary repairs or replacements shall be in Manager’s
sole discretion.  In addition, Manager
may make minor repairs or replacements which are required to be made in the ordinary
course of business, emergency repairs or replacements which threaten the life,
safety, or welfare of guests of the Timeshare Property or the Hotel and Casino,
repairs or replacements, which if not made, are reasonably likely to result in
physical damage to or loss to the Timeshare Property, and/or repairs or
replacements which are reasonably likely to cause the operations of the
Timeshare Property to be materially impaired. Any other repairs or replacements
not permitted by the foregoing provisions of this Section shall be included
within the Operating Budget and planned for in advance by Manager and
Westgate.  Manager shall endeavor to
provide prior or contem­poraneous or prompt subsequent notice to Westgate of
emergency and extra­ordinary repairs and replacements not included within the
Operating Budget and planned for in advance as aforesaid.


3.3.10.              Supervise
and negotiate and purchase all inventories, provi­sions, consumable supplies
and operating supplies that are necessary and proper to maintain and operate
the Timeshare Property, and for use in the management and operation of the
Timeshare Property;


3.3.11.              With
Westgate’s cooperation, prepare the annual Operating Plan, as defined in Section 4, for each Operating Year;


3.3.12.              Develop,
in cooperation with and subject to Westgate’s approval, an annual Operating
Budget for the Timeshare Property and the Association, as further described in Section 4.


3.3.13.              Collect,
account for and remit to governmental authorities all applicable excise, sales,
occupancy and use taxes or similar governmental charges collectible by
the Timeshare Property and arising from Westgate Inventory and other
operations (other than the sale of Timeshare Interest or vacation packages by
Westgate) directly from patrons or guests, or as part of the sales price of any
goods, services, or displays, including gross receipts, admission, or similar
or equivalent taxes duties, levies or charges;



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3.3.14.              Collect
all charges, rent and other amounts due from guests, lessees and conces­sionaires
of the Timeshare Property, as a fiduciary, and use those funds, as well as
funds from other sources as may be available to the Timeshare Property, in
accordance with the terms of this Agreement.


3.3.15.              Consult
and cooperate with Westgate regarding Developer’s personnel to take such
actions as Manager reasonably determines are necessary for the Timeshare
Property to become (or remain) in compliance with the Operating Standard.


3.3.16.              Consult with and otherwise advise Westgate in the
creation of an annual marketing plan for the
Timeshare Property.


3.3.17.              Consult
with and otherwise advise Westgate in connection with Westgate’s duties and
obligations under this Agreement.


3.3.18.              Avail
itself of Manager’s yield management system (which may, but need not,
be the same system that Manager utilizes in connection with the operation
of the Hotel and Casino), in filling Westgate Inventory vacancies
committed timely to Manager’s hotel operation in accordance with the TPA.


3.3.19.              During
the Operating Term, Manager shall maintain insurance with respect to
the performance of its duties hereunder with coverages consistent with
industry standards for hotel/timeshare managers in Las Vegas.


3.3.19.1.                 With
respect to any claim arising under any policy of insurance required hereunder,
Manager promptly will (a) cause to be investigated all damage to or destruction
of the Timeshare Property, as it becomes known to Manager, and report to
Westgate any such incident that is material, together with the estimated cost
of repair thereof; (b) in consultation with Westgate, prepare any and all
reports required by any insurance company as the result of a claim or
threatened claim under any policy obtained by such party hereunder, acting as
the sole agent for all other named insured additional insured, mortgagees and
loss payees; and (c) assist Westgate in retention of all consultants and
experts, including architects, engineers, project managers, accountants and
attorneys, as needed, to assist in analyzing any loss or damage, determining
the nature and cost of repair and preparing and presenting any proofs of loss
or claims to any insurers; or otherwise investi­gating any personal injury,
property damage, or other claim.


3.3.19.2.                 Manager
and Westgate agree to collaborate efforts to obtain and maintain any insurance
required under this Agreement.


3.3.20.              Collect
all rent, revenue and other amounts received by Manager from rental of the
Westgate Inventory, as well as the performance of its obligations hereunder,
and deposit and use such sums as required by Section
9.3.4.


3.4.           Limitations on Manager’s Duties and on Manager’s Liability


3.4.1.                    The
Parties agree that the Operating Account is to be funded with (i) mainten­ance fee
revenue and other Association funds, if any, all of which is Westgate’s respon­sibility
to collect and remit, in accordance with Section 9.3.1 and
other



 11
 









applicable provisions hereof; and (ii) rental
revenue from Westgate Inventory, which is Manager’s responsibility, as Manager
hereunder, to collect and remit.  Manager’s
duties under this Agreement are subject to timely actual receipt by Manager of
Association and Westgate funds pursuant to clause (i) above and any funds
required to be provided by Westgate pursuant to its Shore-Up obligations under
Section 18(c) of the TPA as modified by the Modification Agreement.


3.4.2.                    Manager’s
Shore-Up obligations under Section 18(c) of the TPA as modified by
the Modification Agreement shall be conditioned upon timely actual receipt by
Manager of all maintenance fees and other amounts paid by Timeshare Interval
Owners, in accordance with the then-applicable Operating Plan and
Operating Budget.


3.4.3.                    Anything
in this Agreement to the contrary notwithstanding, Manager will be excused
from its obligations hereunder (i) to the extent and whenever Manager
is prevented from performing such obligations by reason of the occurrence
of a Force Majeure (as set forth in Section 44 of the TPA); (ii) to the
extent Manager may be prevented from performing such obligations as a result
of any breach by West­gate of any provision hereof (including,
without limitation, Westgate’s obligation to remit maintenance fee revenue as
provided in Section 3.4.1 above);
or (iii) to the extent and wherever there is herein provided a
limitation on Man­ager’s abilities to expend funds in respect of the Timeshare
Property when failure to expend such funds may reasonably prevent Manager from
meeting its obliga­tions hereunder.


3.4.4.                    In
connection with any insurance coverages required or obtained under this Agreement,
neither Manager nor any insurance broker which may be retained by Manager
or its Affiliates makes any warranty or representation regarding the
advisability, nature, or extent of the insurance coverages provided by Manager
for the benefit of Westgate or any other coverages that Westgate should
consider for the pro­tection of Westgate, the Timeshare Property and its
operations.  Westgate must rely
exclusively on its own insurance advisors with respect to all insurance
matters.


3.4.5.                    Any
and all financial projections, analyses and budgets prepared by Manager under
this Agreement, if any, are intended to assist in operating the Timeshare
Property, but are not to be relied on by Westgate or any third party as to the
accuracy of the information contained therein or the results predicted. Manager
does not guarantee the accuracy of the information contained in such
projections and budgets, nor does it guarantee the results of such projections
and budgets, and Westgate acknowledges that Manager will not be held responsible
by Westgate or any third party for any divergence between such projections and
budgets and actual operating results achieved. If Westgate provides any such
financial projections or budgets to a third party, Westgate is obligated to
advise such third party in writing of the substance of the disclaimer set forth
in this Section 3.4.5.  The failure of the Timeshare Property to
achieve any Operating Plan for any Operating Year is not an Event of Default
under this Agreement and does not entitle Westgate to claim a breach by Manager
or to terminate this Agreement.



 12














3.4.6.                    If
any environmental, construction, personnel, real property-related, or other
problems arise at the Timeshare Property during the Operating Term that
(a) re­late to the operation of the Timeshare Property prior to the
Operating Term or to activities undertaken prior to the Operating Term at the
Timeshare Property or on the real property on which the Timeshare Property
is situated, or (b) are caused by sources outside of the Timeshare
Property, then, except to the extent not covered by casualty insurance
proceeds, Manager’s services under this Agreement do not extend to management
of any abatement or other correction of such problems and Westgate will retain
full managerial and financial responsibility for and control over abating or
correcting such problems.


3.4.7.                    Subject
to the provisions of Section 3.1,
none of Manager, its affiliates and its and their respective officers,
trustees, directors, employees, agents or successors will have any liability of
any nature whatsoever with respect to the design, construc­tion, initial
furnishing, equipping or decoration of the Timeshare Property, including
with respect to any advice, assistance, recommendations or other services or
approvals furnished or given by Manager or its Affiliates in connection with
any initial or any other construction, alteration or renovation of the
Timeshare Property. If Manager or any Affiliate thereof review and/or approve
any plans, specifications, budgets or the like in connection with any initial
or any other construction, altera­tion or renovation of the Timeshare Property,
no such review or approval will im­pose on Manager or its Affiliate any
responsibility for the content thereof, for any errors or defects con­tained
therein or for any other matter related to the design or construction thereof
or the cost thereof.


3.5.           Delegation by Manager.


3.5.1.                    Manager
will have the right to delegate some or all of its responsibilities under
this Agreement to one or more of: (i) any Affiliate or Affiliates of
Manager; or (ii) Starwood or any other nationally recognized hospitality
management company; or (iii) with Westgate’s approval, not to
be unreasonably withheld, any other third party manager.  Notwithstanding the foregoing, Manager
expressly acknowledges and agrees that Manager shall not be entitled to, nor
shall Manager delegate any responsibilities or duties hereunder, in whole or in
part, to any Competitor of West­gate. 
Any such delegee must assume and agree to be bound by all applicable
terms and provisions of this Agreement and the terms of any subordination or
other agreement entered into by Manager in connection with any Westgate’s
financing of the Timeshare Property.  At
Westgate’s request, Manager will deliver to Westgate an executed counterpart of
the instrument effecting any such delega­tion by Manager and assumption by
the delegee.  Upon such
engagement and delegation, any and all references herein to Manager shall
mean such delegee(s) to the extent thereof. 
Notwithstanding any such delegation, Manager will remain liable to Westgate
pursuant to the terms, covenants, and conditions contained in this Agreement
and any such delegation will not relieve Manager of any obligation or liability
resulting from a failure of performance hereunder.


3.5.2.                    Notwithstanding
Section 3.5.1, Manager agrees that
during the Operating Term and provided that this Agreement has not been
terminated, Manager may not and must not permit any Affiliate to, own, operate,
manage, license or franchise any timeshare, vacation club, fractional ownership
or similar facility within Clark



 13
 








County, Nevada. 
For clarity, this Section 3.5.2
will not apply to any of Manager’s delegees selected as described in Section 3.5.1.


3.6.           Representations and Warranties of Manager.  Manager represents and warrants to Westgate the following:


3.6.1.                    Manager
is a corporation duly organized, validly existing, and in good standing under
the laws of the state of its organization, is duly qualified to do business in
the state in which the Timeshare Property is located, and has full power,
authority, and legal right to execute, perform, and timely observe all of the
provisions of this Agreement to be performed or observed by Manager. Manager’s
execution, delivery, and performance of this Agreement have been duly
authorized by all necessary corporate action on the part of Manager.


3.6.2.                    This
Agreement constitutes a valid and binding obligation of Manager and does not
and will not constitute a breach of or default under the organizational and
governing documents of Manager or the terms, conditions, or provisions of any
law, order, rule, regulation, judgment, decree, agreement, or instrument to
which Manager is a party or by which it or any substantial portion of its
assets is bound or affected.


3.6.3.                    No
approval of any third party is required for Manager’s execution and perform­ance
of this Agreement that has not been obtained prior to the execution of this
Agreement.


3.6.4.                    Manager,
at its own expense, will maintain in full force and effect throughout the
Operating Term its legal existence and the rights required for it timely to
observe and perform all of the terms and conditions of this Agreement.


3.6.5.                    To
its actual knowledge, there is no litigation, proceeding or governmental
investigation pending or threatened against Manager that could adversely affect
the validity of this Agreement or the ability of Manager to comply with its
obliga­tions under this Agreement.


3.6.6.                    No
broker or finder was retained by Manager to render services in connection with
any of the transactions contemplated hereby, and no fees are due to any third
party with respect hereto.


3.6.7.                    Manager
(or an Affiliate of Manager) (or Manager’s delegee) owns the rights to the
Brand Name and Manager has the right to use the Brand Name at the Timeshare
Property in the manner contemplated in this Agreement.


3.7.          [omitted]


3.8.          Estoppel Certificates. 
On request at any time and from time to
time during the Oper­ating Term, Manager must execute, acknowledge, and deliver
to Westgate or any Mort­gagee, within thirty (30) days
following Manager’s receipt of written request therefor, a certificate:
(i) certifying that this Agreement has not been modified and is in full
force and effect (or, if there have been modifications, that the same is in
full force and effect as modified and specifying the modifications);
(ii) stating whether, to the knowledge of the signatory of such
certificate, any default by Westgate exists, including any Event of



 14
 








Default, and if so, specifying each default of
whish the signatory may have knowledge; and (iii) providing any additional
information reasonably requested by Westgate or a Mortgagee; provided, however, that in no event will Manager be required
to agree to any modifications or waivers with respect to this Agreement or
other agreements in effect between the Parties. On similar notice, Manager will
be entitled to a similar certificate from Westgate, any Mortgagee (with respect
to any Mortgage), or any ground lessor (with respect to any ground lease).


3.9.          Use of Affiliates by Manager. 
In fulfilling its obligations under this
Agreement, Manager may from time to time use the services of one or more of its
Affiliates.  Subject to the terms of 3.1,
if an Affiliate of Manager performs services Manager is required to provide
under this Agreement, Manager will be ultimately responsible to Westgate for
its Affiliate’s performance, and Westgate will not pay more for the Affiliate’s
services and expenses than Manager would have been entitled to receive under
this Agreement had Manager performed the services. If an Affiliate of Manager
otherwise performs services for or provides goods to the Time­share Property,
such goods or services will be supplied at prices and on terms at least
as favorable to the Timeshare Property as if Manager had done so generally
available in the relevant market and consistent with the terms made available
to similar timeshare properties.


3.10.                Purchasing.   In the performance of Manager’s obligations
under this Agreement, Manager shall have total discretion in choosing and
purchasing all applicable goods and services from vendors chosen by
Manager.  All such purchases shall be at
prices and on terms which are competitive. 
For purposes of determining competitiveness, the goods and/or services
which are being purchased may be grouped in reasonable categories, rather than
being com­pared item by item.  In respect
of such purchases, Westgate understands and acknowl­edges that Manager and/or
its Affiliates may receive certain payments, fees, commissions or
reimbursements from vendors, and that Manager and/or its Affiliates may have
investments in such vendors and may profit from such payments, fees or
reimbursements; provided that, if and to the
extent that Manager delegates to an Affiliate in accordance with clause (i) of Section 3.5.1, any
payments, fees, commissions or reimbursements from vendors to said Affiliate
will be treated as part of Gross Rent and Maintenance Fee Income to the
extent to the extent attributable to the Timeshare Property.  Similarly to the provisions of Section 3.1, Westgate may provide, for the benefit of the
Timeshare Property, from Westgate’s separate suppliers, any group or category
of goods and services, provided that
any such provision must be on materially better financial and other terms
(viewed on an overall basis, and including consideration of the effect thereof
on Manager’s overall contractual relations with all of its suppliers), as
determined by Manager; and provided further
that any such items must be of equal or better quality to those identified by
Manager and in any event in conformance with the Operating Standard, all as
determined by Manager.


3.11.     Mortgage Provisions.


3.11.1.              On
reasonable advance notice from Westgate’s lender(s), Manager will accord to
such lender and its agents the right to enter on any part of the Timeshare
Property at any reasonable time for the purposes of examining or inspecting the
same, or examining or making extracts from books of account and financial
records of the Timeshare Property; provided, however,
that any expenses incurred in con­nection with such activities are paid or
reimbursed by Westgate.



 15
 








3.11.2.              Without
limiting the obligations of Westgate under Section 2.10,
Manager hereby acknowledges that Manager will, upon the request of Westgate,
enter into one or more subordination agreements with Westgate’s
lender(s) or with respect to any deed of trust contemplated by the
financing agreement(s) on customary terms reasonably acceptable to Manager
the effect of which will be to permit such lender(s) following a default
by Westgate under any such deed of trust to terminate this Agreement and
acquire title to the Timeshare Property by foreclosure, deed-in-lieu thereof or
otherwise free of any claims or interest of Manager, other than claims relating
to fees and expenses payable to Manager for any period during which Manager
performed its services hereunder for the benefit of such Mortgagee. Westgate
hereby acknowledges that to the extent there is any conflict between this
Agreement and any such subordination agreement, Manager’s compliance with the
terms of such subordination agreement may not cause a breach or default on the
part of Manager under this Agreement.


3.11.3.              Subject
to the limits on Manager’s obligations as set forth in Section 3.4 and
other applicable provisions of this Agreement, Manager will cause the Timeshare
Property to be operated in compliance with all of the covenants and terms of
any financing agreement now or hereafter entered into and of which Westgate
have given or hereafter gives Manager notice, except to the extent of any
inconsistency with this Agreement.


3.11.4.              To
the extent that Manager prepares or submits any information to Westgate
from time to time pursuant to this Agreement, Manager will, if so
requested by Westgate’s lender(s) from time to time, provide the
requesting lender with a copy of that information.


3.11.5.              Manager
must promptly provide each lender of whom Manager has notice with copies of all
notices received from any governmental agency or department with respect to the
Timeshare Property or from any private litigant (except for any litigation
relating to personal injury and seeking damages that are fully covered by
insurance except for any deductible).


3.11.6.              To
the extent that Manager enters into transactions relating to the Timeshare
Property with any of the Manager’s Affiliates, Manager will, upon request from
any Mortgagee, identify and list all such transactions, summarize the material
terms thereof, and provide reasonable evidence that such terms are on terms
competitive with the terms of an arms-length transaction available from
third-party providers.


3.11.7.              Upon
request from any Mortgagee from time to time, Manager will confirm the terms of
this Section for the benefit of any Mortgagee.


3.11.8.              Any
and all costs and expenses incurred by Manager in performing its agreed
obligations under this Section 3.11
are deemed Operating Costs.


4.              OPERATING PLAN AND OPERATING BUDGET


4.1.          On
or before November 1 of each year during the
term of this Agreement, Manager will prepare and deliver to the
Association and Westgate for their review and approval by Westgate a
proposed operating plan (the “Operat­ing Plan”)
and operating budget (the “Operating Budget”)
for the next ensuing calendar year (the “Operating Year”),



 16
 








with annualized projections of gross
operating revenue and operating costs for such Operating Year. The Operating
Budget shall incorporate the terms and conditions of the Association
Budget for the Operation of the Timeshare Property (the “Association
Budget”) for the applicable Operating Year which shall be
established and provided to Manager as provided in Section 2.3
above.


4.2.          The
proposed Operating Plan and Operating Budget for the next ensuing Operating
Year must be prepared in a manner consistent with Manager’s standard planning
and budgeting requirements with such additions and modifications thereto are
deemed appropriate by Manager and will contain the following items, which will
be set forth for each month of such Operating Year:


(i)                        subject
to the limits on Manager’s obligations as set forth in Section 3.4
and other applicable provisions of this Agreement, estimated results
of operations, including estimated operating costs and estimated gross revenue
from mainten­ance fees, from hotel occupancy of Westgate Inventory, from rent,
and from other sources;


(ii)                     a
description of proposed capital improvements to be made during such ensuing
Operating Year and itemized estimated Capital Expenses and Repair and
Maintenance Expenses therefor (the “Capital Budget”),
which Capital Budget includes capitalized lease ex­penses and a contingency
line item, as set forth below;


(iii)                  subject
to the limits on Manager’s obligations as set forth in Section 3.4
and other applicable provisions of this Agreement, state­ment of
cash flow, including a schedule of any anticipated requirements for funding by
Westgate; together with the following supporting data: (x) estimates of
total labor costs, including both fixed and variable labor (y) estimates
of the average daily house rate and occupancy; and (z) an estimate
of Management Fees;


(iv)                 the
proposed rates for Timeshare Property rental and hotel usage including room
rates for individuals and groups, charges for room service, food and beverage
and for use of recreational or other guest facilities or amenities at the
Timeshare Property, billing policies with respect to the operation of the
Timeshare Property, price schedules, rates and rate schedules and all rents,
lease charges and concession charges for all areas of the Timeshare Property;
and


(v)                    amounts
and payment schedules for maintenance
fees to be paid by Timeshare Interval Owners for the Operating Year in
question.  As provided in the TPA, the
direct operating costs, replacement reserves and other customary and
appropriate expenses of the Timeshare Project shall be allocated to each
Timeshare Interval in the Timeshare Property as a maintenance fee.


As a condition to
Manager’s obligations hereunder, Westgate shall obtain and timely provide to
Manager (A) any required Asso­ciation and other approval for rental rates
(if and only if required by Association Governing Documents, attached
hereto as Exhibit B) and
maintenance fees and payment schedules, and (B) any and all information
and projections necessary or appropriate for Manager to produce and update the
proposed Operating Budget, which such information shall specifically include,
but shall not be limited to, revenue histories and revenue projections for
timeshare maintenance fees.



 17
 








4.3.          Pre-Approved Items in Operating Budget.  The
Parties agree that the Operating Budget shall include, among other line items,
the following line items:


4.3.1.                    all
Timeshare Property Personnel Costs (including all employment costs relating to
the Manager Executive Team to the extent attributable to the Timeshare Project)
incurred by Manager in accordance with the Operating Plan;


4.3.2.                    the
per diem charge, as established from time to time, for personnel of Manager or
its Affiliates (including the Manager Executive Team) assigned to special
projects for the Timeshare Property;


4.3.3.                    all
Operating Costs;


4.3.4.                    payments
made or incurred by Manager or its Affiliates, or its or their employees
to third parties for goods and services (i) in accordance with
the Operating Plan, (ii) as otherwise approved in writing by Westgate
or (iii) permitted under this Agreement;


4.3.5.                    all
taxes and similar assessments (other than Manager’s franchise, excise and
income taxes) levied against any reimbursements payable to Manager under
this Agreement for expenses incurred for Westgate’s account; and


4.3.6.                    charges
for the Timeshare Property’s equitably allocated share of all costs and
charges payable or incurred (without mark-up to Manager or its
Affiliates) to third parties including the following: (i) amounts
owed or paid to travel consortia groups, electronic distribution channels
(including the Global Distribution Systems), Internet-booking services, and
providers of network communications services in connection with processing
reservations for the Timeshare Property; (ii) amounts owed or paid to
centralized payers of travel agents’ commissions as Manager or its Affiliates
may contract with for the processing of such commissions earned for
reservations consumed at the Timeshare Property; (iii) charges for the
cost of preparing, printing and dis­tributing operations manuals, accounting
bulletins, employee handbooks, forms and similar publications; (iv) the
costs of printing employee handbooks and forms, and (v) costs incurred by
Manager on behalf of Timeshare Prop­erty Personnel and the Manager Executive
Team in attending management conferences and seminars organized by the
corporate divisions of Manager and its Affiliates, and any costs of Corporate
Personnel in presenting and/or training the Timeshare Property Personnel and
the Manager Executive Team at such conferences and seminars.


4.4.           Reserves.
 The Operating Plan and Operating Budget shall
provide for the following reserves:


(a)                            Association Reserve Funds:  Westgate shall cause the Association to budget and collect
reserves for Capital Expenses (defined in Section 6.1
below) and Repair and Maintenance Expenses (defined in Section 6.2
below) with respect to all portions of the Timeshare Property com­mitted to the
Timeshare Plan (the “Association Reserve Funds”)  The Asso­ci­ation Reserve Funds shall be
maintained in separate segregated accounts (the “Association
Reserve Funds Account”) as required by the Association Governing
Documents and in accord­ance with Section 9.3.



 18
 








(b)                           RM Reserve Funds.  The Manager shall, as a line item of the Operating Budget,
maintain reserves for the repair and maintenance of furniture, fixtures,
equipment, carpeting, other in-room amenities covered by Section 3.1,
and other similar items which are otherwise cus­tomarily reserved as
part of a hotel operation (hereinafter referred to as the “RM Reserve
Funds”).  The RM Reserve Funds
shall be main­tained in sep­arate segregated accounts (the “RM Reserve Funds Account”) in accordance with Section 9.3.


Neither the Association Reserve Funds Account,
nor the RM Reserve Funds Account, nor any funds therein, shall be pledged or
hypothecated or in any way encum­bered.


4.5.          The
parties acknowledge and agree that in order for Manager to fulfill its
obligations hereunder, an initial Operating Plan and Operating Budget must be approved
by Man­ager and Westgate.  Accordingly,
it is an express condition precedent to Manager’s obligations hereunder that
the initial Operating Plan and Operating Budget be approved by Manager and
Westgate, both parties acting reasonably and in good faith.  Thereafter, the proposed Operating Plan and
Operating Budget prepared by the Manager as afore­said, and approved by
Westgate, will become the Operating Plan and Operating Budget for
the ensuing Operating Year. 
If Westgate and Manager do not mutually approve an Operating Plan
and Operating Budget prior to the commencement of an Operating Year, then the
Operating Plan and Operating Budget for the Operating Year in question shall be
the Operating Plan and Operating Budget for the prior Operating Year, with such
adjustments, not exceeding ten percent (10%),
as Manager in its commercially reason­able discretion deems appropriate (“Interim Operating Plan and Budget”).  Such Interim Operating Plan and Budget shall
remain in effect until the new Operating Plan and Operating Budget have been
agreed to by the parties and adopted.


4.6.          During
each Operating Year during the Operating Term, and subject to the limits on
Manager’s obligations as set forth in Section 3.4 and
other applicable provisions of this Agreement, Manager will cause the Timeshare
Property to be operated in general ac­cordance with the approved Operating Plan
and Operating Budget for such Operating Year, as the same may be modified from
time to time in accordance with this Agreement.


4.7.          Subject
to the limits on Manager’s obligations as set forth in Section 3.4
and other applicable provisions of this Agreement,  if in Manager’s reasonable judgment any
expenditures are required on an emergency basis to avoid imminent physical
damage to the Timeshare Property or injury to Persons or property, Manager
may, subject to the last sentence of this Section 4.5,
make such expenditures, whether or not provided for or within the amounts
provided for in the approved Operating Plan and Operating Budget for the Operating
Year in question, as may reasonably be required to avoid or mitigate such
damage or injury. Such expendi­tures shall be treated as Operating Costs or
Capital Expenses and Repair and Maintenance Expenses as determined by Manager.
Manager will notify Westgate as promptly as reason­ably possible of the making
of any such expenditures.  Westgate will
promptly reimburse Manager therefor, to the extent not provided for in the
approved Operating Plan and Operating Budget for the Operating Year in question,
and Manager may con­dition its making of any such expendi­ture upon actual
receipt by Manager of sufficient funds to pay or reimburse Manager for all
costs and expenses thereof, or upon receipt from Westgate of confirmation
in writing of its reimbursement obligations hereunder, all
in accordance with Section 3.4.



 19
 








4.8.          If
any expenditures are required to comply with any applicable legal requirements
or to cure or prevent any violation thereof the existence of which does not
create an imminent threat of physical damage to the Timeshare Property or
injury to persons or property, Manager may elect in its sole discretion, either
to: (i) subject to the last sentence of this Section 4.6,
make such expenditures, whether or not provided for or within the amounts
provided for in the approved Operating Plan and Operating Budget for the
Operating Year in question, as may be necessary to comply with such legal
requirements or to remove or prevent the violation thereof; or
(ii) diligently contest in good faith the alleged violation.  Westgate will promptly reimburse Manager
therefor, to the extent not provided for in the approved Operating Plan and
Operating Budget for the Operating Year in ques­tion, and Manager may con­dition
its making of any such expendi­ture upon actual receipt by Manager of
sufficient funds to pay or reimburse Manager for all costs and expenses
thereof, or upon receipt from Westgate of confirmation in writing of its
reimbursement obligations hereunder, all in accordance with Section 3.4.


5.              BOOKS AND RECORDS: FINANCIAL STATEMENTS


5.1.          During
the Operating Term, Manager will cause books of account and other records
relating to or reflecting the results of the operation of the Timeshare
Property under the control of Manager to be kept in accordance with GAAP.  Information provided by Timeshare Property
guests at check-in for Timeshare Property marketing purposes in accordance with
the Marketing and Leasing Agreement, and information pertinent to Timeshare
Interval Owners and their “exchangees” staying at the Timeshare Property and
checking in with Westgate and not with Manager (collectively, the “Timeshare Property Guest Information”) shall be Westgate’s
sole and exclusive property and shall be treated as confidential by Manager as
more particularly set forth in the Transaction Documents.  Except as stated in the immediately preceding
sentence, all of Manager’s books of account and other financial records –
including but not limited to information relating to occupancy of Westgate
Inventory (other than occupancy by Timeshare Interval Owners and their “exchangees”
as aforesaid) or occupancy of the Hotel and Casino, such as, but not limited
to, guest profiles, contract information (e.g., addresses, phone numbers,
facsimile numbers and email addresses), histories, preferences and other
information obtained in the ordinary course of business from the rental of
Westgate In­ventory or from the rental of a room at the Hotel and Casino – are
Manager’s sole and exclusive property, but, to the extent related directly to
Manager’s management and operation of the Timeshare Property, will be
available to Westgate at reasonable times for exam­ination, audit, inspection
and copying, all at Westgate’s expense, for the sole purpose of verifying
Manager’s management and operation as provided herein.  Notwith­standing the foregoing, Westgate is
entitled to receive, and Manager shall provide in the ordinary course, all
pertinent information concerning Operating Costs, Capital Expenses, Repair and
Maintenance Expenses, and related financial information, to the extent
pertinent to management and operation of the Timeshare Property.


5.2.          Manager
must cause its personnel to prepare and deliver reasonably detailed monthly
operating reports to Westgate that reflect operational results of the Timeshare
Property for each month of the Operating Year on or before the twentieth (20th) day of the month following the month
(or partial month) to which such operating report relates. The reports
will be in a format (which may be amended from time to time) mutually
agreed upon by Westgate and Manager.  At
a minimum, monthly operating reports must include: (i) a balance sheet
including current month and prior year-end comparisons and differences in reasonable
detail; (ii) an income and expense statement for the month in question and
for



 20
 








the elapsed portion of the current Operating
Year through the end of such month; (iii) a statement of net cash flow
from operations in reasonable detail for such month and such elapsed portion of
the current Operating Year; (iv) a statement of the amount of the Man­agement
Fee and any other amounts payable or expenses reimbursable to Manager; and
(v) a schedule of Capital Expenses and Repair and Maintenance Expenses
showing, in reasonable detail, items budgeted, actual expenditures to date and
the amount of expenditures projected for completion. Such reports will also set
forth variances that have occurred and that are anticipated between the
applicable Operating Plan and actual results in a monthly variance report (along
with the statements mentioned above). Westgate will cooperate with Manager in
effecting the Timeshare Property Personnel’s preparation of such reports
(including allocating a sufficient number of Westgate’s personnel to work
in such regard). Manager will make available to Westgate members of the
Manager Executive Team as reasonably requested by Westgate to respond to
questions Westgate may have regarding such monthly reports.


5.3.          Within
forty-five (45) days after the end
of each of Westgate’s fiscal quarters during the Operating Term, Manager must
deliver to Westgate unaudited balance sheets, income statements and cash-flow
statements prepared in accordance with GAAP consistently applied, and certified
by the Manager as presenting fairly in all respects the financial condition and
results of operations of the Timeshare Property as of the end of such fiscal
quarter. Such reports will also set forth in comparative form the corresponding
figures for the current Operating Year to date, and the corresponding figures
for the entire corres­ponding period of the preceding Operating Year, in each
case subject to footnotes and normal year-end adjustments (the “Quarterly Financial Statements”). Concurrently with the
delivery of the Quarterly Financial Statements, Manager will deliver to
Westgate a management discussion and analysis describing any differences
between the reported financial results under the Quarterly Financial Statements
and the Operating Plan for the corresponding year-to-date, and including any other
information reasonably requested by Westgate. Westgate will cooperate with
Manager in effecting the Timeshare Property Personnel’s preparation of
such reports (including allocating a sufficient number of Westgate’s
personnel to work in such regard). Manager will make available to Westgate
members of the Manager Executive Team as reasonably requested by Westgate
to res­pond to questions Westgate may have regarding such Quarterly Financial
Statements.


5.4.          Within
sixty (60) days after the end of
each Operating Year during the Operating Term, Manager will deliver to Westgate
unaudited balance sheets, income statements and cash-flow statements prepared
in accordance with GAAP consistently applied (the “Operating
Year Financial Statements”), presenting fairly in all material
respects the financial condition of the Timeshare Property as of the end of the
applicable Operating Year and the results of operations of the Timeshare
Property during that Operating Year. The Operating Year Financial Statements
will be in form and substance reasonably acceptable to Westgate. Concurrently
with the delivery of the Operating Year Financial Statements, Manager will
deliver to Westgate a management discussion and analysis describing any
differences between the reported financial results under the Operating Year
Financial Statements and the Operating Plan for the corresponding Operating
Year, and including any other information reasonably requested by Westgate
or any Mortgagee. Westgate will cooperate with Manager in effecting the Timeshare
Property Personnel’s preparation of such reports (including allocating
a sufficient number of Westgate’s personnel to work in such regard).
Manager will make available to Westgate members of the Manager Executive
Team as reasonably requested by Westgate to



 21
 








respond to questions Westgate may have regarding
such Operating Year Financial Statements.


5.5.          By
April 30 of each Operating Year
(beginning with April 30 following the first Operating Year ending after the
Effective Date), Westgate will cause to be prepared and delivered, as an
Operating Cost, certified Financial Statements for the preceding Operating
Year. The Certified Financial Statement will consist of a balance sheet, a
statement of earnings and retained earnings and a statement of cash flows. The
Certified Financial Statements will contain a certificate of the Designated
Accountant to the effect that subject to any qualifications contained therein,
the financial statements fairly present in conformity with GAAP, the financial
position, and results of operations and cash flows of the Timeshare Property
for the Operating Year then ended. The Certified Financial Statements delivered
pursuant to this Section 5.5, and all
information contained therein, are binding and con­clusive on the Parties
unless, within sixty (60) days following the
delivery thereof, either Party delivers to the other Party written notice of
its objection thereto setting forth in reas­onable detail the nature of such
objection. If the Parties are unable thereafter to resolve any disputes between
them with respect to the matters set forth in the Certified Financial
Statements within sixty (60) days
after delivery by either Party of the aforesaid written notice, either Party
has the right to cause such dispute to be resolved by arbitration conducted in
accordance with the provisions of Section 12
below.


5.6.          Westgate
is responsible for preparing all of the financial statements and reports
required to be prepared and delivered hereunder to any lender of the Timeshare
Property.


5.7.          Notwithstanding
anything contained herein to the contrary, Westgate reserves the right
to require Manager to prepare separate financial statements for owner
occupancy and for hotel occupancy of the Timeshare Property in such form as may
be reasonably requested by Westgate.


6.              CAPITAL EXPENSES AND REPAIR AND MAINTENANCE EXPENSES


6.1.          Ordinary Repair and Maintenance
Expenses.  Subject
to the limits on Manager’s obligations as set forth in Section 3.4 and other applicable provisions of this
Agreement, Manager shall disburse or obligate Timeshare Property funds
including, without limitation, Association Reserve Funds and RM Reserve
Funds  for repair and maintenance items
other than daily opera­tions expense items, including but not limited to items such as repair and maintenance of furniture,
fixtures and equipment and other components of the Timeshare Property
(collectively, “Repair and Maintenance Expenses”)  in the ordinary course and as provided in the
applicable Operating Budget and Operating Plan.


6.2.          Ordinary
Capital Expenses. 
Subject to the limits on Manager’s obligations as set
forth in Section 3.4 and other
applicable provisions of this Agreement, Manager shall disburse or
obligate Association Reserve Funds for the addition and replacement of capital
expense and improvement items and other
components of the Timeshare Property (collectively, “Capital Expenses”) in the ordinary course and as provided in
the applicable Operating Budget and Operating Plan.  In the event of insufficient funds
in the Association Reserve Funds, Westgate shall pay any deficit into the
Association Reserve Fund.


6.3.          Extraordinary or Emergency Capital Expenses
and Repair and Maintenance Expenses.  Subject
to the limits on Manager’s obligations as set forth in Section 3.4 and



 22
 








other applicable provisions of this Agreement,
Manager shall disburse or obligate Time­share Property funds for Capital
Expenses and Repair and Maintenance Expenses not provided for
in the applicable Operating Budget or Operating Plan to the extent
Manager determines necessary, including but not limited to emergency or extra­ordinary
Capital Expenses and Repair and Maintenance Expenses to address threats to
the life, safety, or welfare of guests of the Timeshare Property or
the Hotel and Casino, and Capital Expenses and Repair and Maintenance Expenses
which, if not made, are reasonably likely to result in physical damage to or
loss to the Timeshare Property, and/or Capital Expenses and Repair and
Maintenance Expenses to prevent the reasonable likelihood of immediate material
impairment to the operations of the Timeshare Property.  Determina­tion of the necessity for and
the means of executing such extraordinary or emergency Capital Expenses and
Repair and Maintenance Expenses shall be in Manager’s sole but reasonable
discretion.  Manager shall endeavor to
provide prior or contemporaneous or prompt subsequent notice to Westgate of
emergency and extra­ordinary Capital Expenses and Repair and Maintenance
Expenses  not included within the
Operating Budget and planned for in advance as aforesaid.  In the event of insufficient funds in the
applicable Operating Budget and available reserves (including the Association
Reserve Funds Account and the RM Reserve Funds Account) and available
insurance proceeds for any such extraordinary or emergency Repair and
Maintenance Expenses contemplated in this Section 6.3,
Westgate and Manager shall each pay half of any deficit for Repair and
Maintenance Expenses (defined in Section 4.4).  In the event of insufficient funds
in the applicable Association Reserve Funds and available insurance
proceeds for any such extraordinary or emergency Capital Expenses
contemplated in this Section 6.3, Westgate
shall pay any deficit.  In the event
Westgate provides bridge funding in advance of receipt of insurance proceeds or
a special assessment for that item, Westgate shall be entitled to reimbursement
thereof from the receipt of any insurance proceeds or special assessment as
aforesaid.


6.4.          The
Timeshare Property (including the Timeshare Property building, adjacent
grounds, FF&E and Timeshare Property equipment and operating supplies)
shall, subject to the reasonable advice and input of Westgate, be maintained
and repaired by Manager in a manner sufficient to permit the maintenance and operation
of the Timeshare Property in accordance with the Operating Standard and as
contemplated in the Operating Plan in effect from time to time and as required
by the Association Governing Documents.


6.5.          As
part of its duties, Manager will perform physical inspections of
the Timeshare Property from time to time, using Timeshare Property
Personnel or third-party consultants as Manager reasonably determines as
contemplated is the Operating Plan (the cost of which is an Operating Cost),
consider the useful life of the Timeshare Property’s physical plant, evaluate
the Timeshare Property’s need for capital replacements and upgrades.  Manager, subject to the reasonable advice and
input from Westgate, shall incorporate any such proposed capital replacements
or upgrades into the proposed Operating Budget. 
Subject to the timely actual receipt by Manager of sufficient funds
to pay or reimburse Manager for all costs and expenses thereof, to the extent
any such capital replacements or upgrades are emergencies or legal requirements
and are not included in the then-applicable approved Operating Plan, Manager
shall proceed in accordance with Sections 3.3.9, 4.5
and 4.6 or other applicable provision hereof
to ensure the Timeshare Property remains or is brought into
conformance with the Operating Standard.


6.6.          If
the design or construction of the Timeshare Property (including, without
limitation, any work included in the Initial Capital Program) is defective, and
the defective condition



 23
 








causes physical damage to the Timeshare Property,
poses a risk of injury to people or property, or is not in compliance with one
or more Operating Standards, upon notice from Manager, Westgate shall as
expeditiously as possible remedy such defect, Westgate’s obligation to proceed
expeditiously shall apply regardless of whether or when insurance proceeds may
be available to cover the necessary expenditures.


7.              PERSONNEL


7.1.          During
the Operating Term, Manager will manage all aspects of the Timeshare Property’s
human resources functions and will implement at the Timeshare Property the
Manager’s personnel policies and procedures applicable to the Timeshare
Property Personnel.  Westgate may in its reasonable
discretion adopt separate per­sonnel policies and practices relating to its
personnel engaged in activities contemplated by Section 1.3
and Section 2.2 provided
that any such separate policies and practices shall conform in all
respects to the Operating Standard.  In
addition, such personnel policies and practices shall reflect the Timeshare
Property’s location in Las Vegas.


7.2.          In
connection with the management of the Timeshare Property’s human resources
functions, Manager and Westgate have the responsibilities and exercise the
rights set forth below:


7.3.          Westgate
and Manager will each appoint individuals to act as liaison with the other in
connection with the operational aspects of this Agreement.  The Manager and Westgate will fully cooperate
in causing Westgate and Manager to comply with their respective obligations
under this Agreement. The liaisons appointed by Manager will be employees of
Manager or an Affiliate of Manager.  The
liaisons appointed by Westgate will be employees of Westgate or an Affiliate of
Westgate.


7.4.          The
terms of employment, including hiring, training, supervision, compensation,
bonuses, employee benefits, discharge, transfer and replacement of all
Timeshare Property Personnel will be established and administered by Manager.


7.5.          All
Timeshare Property personnel will be employees of Manager or an Affiliate of
Manager, or of a contractor providing labor to the Timeshare Property. All Time­share
Property personnel costs (including all employment costs relating to the
Manager’s Executive Team) are deemed Operating Cost.


8.              CENTRALIZED SERVICES; MARKETING OF HOTEL OCCUPANCY OF TIMESHARE PROPERTY


8.1.          Centralized Services.  
During the Operating Term, Manager will
furnish or cause its affiliates to furnish to the Timeshare Property the
benefits of certain services (the “Centralized Services”),
and Westgate will cause the Timeshare Property to participate in any or all
such Centralized Services as reasonably required by Manager. Except as
otherwise indicated from time to time by Manager and identified in the
Operating Plan, parti­cipation by the Timeshare Property in all Centralized
Services is mandatory. Without limiting the generality of the foregoing,
Manager will provide, and Westgate will cause the Timeshare Property to
participate in, centralized marketing, sales and reservation services
consistent with this Agreement.  With respect
to the Westgate Inventory Manager agrees to include the Timeshare Property in
the brand identity and national



 24
 








advertising programs conducted as part of any
marketing programs for the Hotel and Casino Property.


8.2.          Centralized Services Charges. 
Manager and its Affiliates are entitled to be paid for
any Centralized Services based on the reasonable estimate made by Manager
and its Affiliates of the costs and expenses incurred in providing such
services, which estimate of costs may include (i) equitably allocated
salaries (including payroll taxes and employee benefits) of Manager’s
and/or its Affiliates’ personnel involved in the provision of the Centralized
Services and of Manager’s and/or its Affiliates’ personnel who may perform
duties for the Timeshare Property and the Hotel and Casino and other properties
des­ignated by Manager and/or an Affiliate, (ii) overhead costs allocable
to the provision of the Centralized Services, (iii) recovery of
development costs, promotion costs, costs of operating, upgrading and
maintaining such services and costs of all equipment employed in the rendition
of such services. The costs for participating in the Centralized Services
(collectively, the “Centralized Services
Charges”) will be determined between the Hotel and Casino
Property and the Timeshare Property as part of the Operating Plan in an
equitable manner using sound accounting methodology and any practices used to
determine such allocations to the Timeshare Property (including internal
audits, if any) will be disclosed to Westgate upon written request.  Any such Centralized Services Charges shall
be included as part of the Operating Plan and the Operating Budget for the
Timeshare Property.  Any Centralized
Service Charges shall be limited to the actual cost of provision thereof and
shall not include any additional administrative fees and/or costs.  In addition, if equipment and/or software is
installed and main­tained at the Timeshare Property in connection with the
provision of any Central­ized Services, all costs thereof will be charged to
the operation of the Timeshare Property either as an Operating Cost or as
a Capital Expense and/or Repair and Maintenance Expense, as determined by the
terms herein.


8.3.          New and Substitute Centralized Services.  If in the future a third party delegee of
Manager adopts for the Timeshare Property Centralized Services which are
substitutions for one or more of the Centralized Services (“Substitute Centralized Services”), then Westgate is required
to accept such Substitute Centralized Services. 
If in the future a Substitute Centralized Service is adopted by Manager
or an Affiliate, then Westgate must accept such Substitute Centralized Service
unless Westgate in its reasonable discretion determines that to do so would be
materially adverse to the management and rental operation of the Timeshare
Property.  If in the future Manager or
its delegee adopts Centralized Services in the future for which then exists no
analogous Centralized Service (“New Centralized Services”),
such New Centralized Services shall apply to the Time­share Property and shall
be paid for in accordance with this Agreement, subject to consent of Manager
and Westgate in their reasonable discretion.


8.4.          Hotel Occupancy Marketing and Sales.  Manager will
maintain a marketing and sales program that promotes the brand identity of
Manager and its Affiliates, advertises to Manager’s and its Affiliates’ markets
and secures bookings for any affiliated hotels and resorts, including hotel
bookings for Westgate Inventory in the Timeshare Property (the “Centralized Marketing Program”). In addition, Manager will,
as appropriate, include the Timeshare Property in any brand identity and
national advertising programs conducted as part of the Centralized Marketing
Program.


8.4.1.                    In
addition to affiliating the Timeshare Property with the Centralized Marketing
Program, Manager may develop and implement in consultation with Westgate



 25
 








a specific marketing program for Westgate
Inventory at the Timeshare Property consistent with all marketing of the Hotel
and Casino and following Manager’s policies and guidelines taking into account
the characteristics of the Hotel and Casino and Manager’s and Westgate’s desire
to market the Timeshare Property along with the Hotel and Casino in a fully
coordinated and seamless manner, which will provide for the planning,
publicity, internal communications, organizing and budgeting activities to be
undertaken, and which may include the following in Manager’s discretion:


8.4.1.1.                       production,
distribution and placement of promotional materials relating to
the Timeshare Property, including materials for the promotion of employee
relations;


8.4.1.2.                       development
and implementation of promotional offers or programs that benefit the Timeshare
Property and are undertaken by Manager in connec­tion with the Hotel and Casino
and potentially other properties;


8.4.1.3.                       attendance
of Timeshare Property Personnel at conventions, meetings, seminars, conferences
and travel congresses;


8.4.1.4.                       selection
of and guidance to, as required, advertising agency and public relations
personnel; and


8.4.1.5.                       preparation
and dissemination of news releases for national and international trade and
consumer publications.


8.4.2.                    Development
and implementation of the Timeshare Property’s individual marketing program for
Westgate Inventory will be accomplished substantially by Timeshare Property
Personnel and/or personnel from Westgate’s Affiliates, supervised and directed
by the Manager, with periodic assistance from Corporate Personnel with marketing
and sales expertise.  The program must
comply with Manager’s sales, advertising and public relations policies and
corporate identity requirements, as they may be modified from time to time; provided however, Westgate may pub­lish advertising materials
or implement advertising programs of its own or maintain any website of its own
regarding the sale and marketing of Timeshare Interests subject to compliance
with the Licensing Agreement (as defined in Section 10
below).  The cost of the development and implementation
of the Timeshare Property’s marketing program for the Westgate Inventory is an
Operating Cost and the estimated costs therefor for each Operating Year will be
included in the Operating Plan for such Operating Year.


During the term of this Agreement, Westgate has
the right to use the Timeshare Property Guest Information, subject to the
Transaction Documents, for the purpose of the development and implementation
of the Timeshare Property’s marketing program for interval sales.


8.4.3.                    Manager
has the right to obtain, and at the request of Manager, Westgate has
the right but not the obligation to provide, updated photographs of the
Timeshare Property or the Hotel and Casino (the expense of which will be an
Operating Cost of the Timeshare Property) from time to time, in accordance
with Manager’s specifications for property photography, as such specifications
may exist from time



 26
 








to time. In the event Westgate provides the
property photography, Westgate will ensure that the property photography includes
unlimited usage rights granted for the benefit of Manager with respect to its
marketing and promotion of the Timeshare Property.


Notwithstanding anything contained in this Section 8 to the contrary, both Parties agree to comply with
the terms and conditions of the Marketing and Leasing Agreement with respect to
the implementation of any of the programs set forth in this Section 8.


8.5.           Reservations:


8.5.1.                    Manager
will secure hotel bookings for the Westgate Inventory through Manager’s
reservations offices and other distribution systems (which may, but need not,
be the same as used by Manager with respect to the Hotel and Casino), and will
encourage the use of the Timeshare Property by tourists, special groups,
travel congresses, travel agencies, airlines and other recognized sources of
hotel business for the Time­share Property. 
Manager may develop a sales program, represent the Timeshare Property at
appropriate conventions and travel con­gresses, and list the Timeshare Property
printing of general tariff bulletins.


8.5.2.                    Except
as otherwise provided herein, Westgate may not maintain, hyperlink to or
otherwise use in connection with the Westgate Inventory toll-free or similar
tele­phone line or communications device (including, without limitation, any website
or internet booking service) for making hotel reservations that is
independent of the reservations telephone line and communications
device(s) maintained by Manager or its Affiliates for the Westgate
Inventory at the Timeshare Project. The toll-free reservations telephone line
or similar telephone number and other communications devices of Manager
and its Affiliates (and those Services to which Manager and/or its Affiliates
subscribe or in which they otherwise participate) for making Timeshare
Property reservations is the only telephone reserva­tions line and
communications device for the Westgate Inventory  (but not the Timeshare Units that have been
sold to Timeshare Interval Owners); provided however,
subject to the foregoing, Manager will permit Westgate to maintain: (i) a
hyperlink from its own website to Manager’s reservations website for the
Timeshare Property; (ii) toll-free telephone reserva­tions system that
automatically feed to Manager’s toll-free reservations service for the
Timeshare Property; and (iii) subject to Manager’s approval, any similar
links using such technology as is available during the Operating Term.
Notwithstanding the foregoing, nothing contained herein is intended to prevent
or prohibit Westgate from utilizing any of the foregoing methods to establish
reserva­tions with respect to Timeshare Interval Owners or timeshare exchanges
at the Timeshare Property.


8.5.3.                    Westgate
permits Manager to, and Manager will, load into the reservations
system maintained by Manager and its Affiliates for the Westgate Inventory
at Timeshare Property, and maintain on a current basis, the total
available Westgate Inventory and all associated room rates.  Manager and its affiliates are entitled
to be paid for the Centralized Services based on the charges set forth in the
Operating Plan as affected by Section 8.3.



 27















9.              FEES AND EXPENSES


9.1.          Management Fee  For
the services Manager provides in accordance with this Agreement, Westgate must
pay Manager a Management Fee in accordance with the following:


9.1.1.                    For
each year of the Operating Term, Manager will be paid a Management Fee equal to
the sum of the following: (i) four percent (4%) of
the Gross Rent and Maintenance Fee Income from the Timeshare Property
for a given Operating Year and (ii) two percent
(2%) of all rental revenue derived from non-residential leasing
and licensing activity at the Timeshare Property, if any, during a given
Operating Year, except rent from the Restaurant (defined in the TPA as modified
by the Modification Agreement).


9.1.2.                    The
Management Fee for each year of the Operating Term will be paid monthly
in arrears based on the Operating Budget approved by the parties as
provided herein. Each monthly installment of the Management Fee is due and
payable on the date Manager furnishes to Westgate the monthly operating report
as required by Section 5.2.  For the purpose of calculating and
disbursing monthly install­ments of the Management Fee, Maintenance Fees
collected in advance from Timeshare Interval Owners shall be allocated ratably
over the period for which said Maintenance Fees were prepaid.  The Management Fee shall be subject to annual “true-up”
following the end of each year based upon the actual receipts under clauses (i) and (ii) of
Section 9.1.1 above.


9.1.3.                    Within
thirty (30) days after Manager
generates the Operating Year Financial Statements for any applicable Operating
Year, Manager will cause to be prepared and delivered to Westgate a statement
showing the calculation and payment of the Management Fee for that Operating
Year, and appropriate adjustments will be made for any overpayment or
underpayment of the Management Fee during such Operating Year. The Party owing
money as a result of the over­payment or underpayment during such Operating
Year will pay such amount to the other Party within thirty
(30) days after such statement has been delivered by Manager to
Westgate.


9.2.          Place and Means of payment.  
All amounts payable to Manager or its
Affiliates under this Agreement (a) must be paid to Manager in United
States Dollars, in immediately available funds, but sub­ject to any withholding
tax, value added tax and any other assessment, tax, duty, levy or charge
required under the applicable laws of any applic­able jurisdiction; and
(b) must be made to Manager electronically by wire transfer out of the
Oper­ating Account on the date specified for payment in Section 8.2,
8.3, or 9.l, as applicable.


9.2.1.                    Any
and all amounts that may become due to Manager from Westgate under
this Agreement and which are not timely paid will bear interest from and
after the respective due dates thereof until the date on which the amount is
received in the bank account designated by Manager, at an annual rate of
interest equal to the lesser of (a) the prevailing lending rate of Manager’s
principal bank for working capital loans to Manager plus three
percent (3%), or (b) the highest rate permitted by applicable
law.



 28
 









9.2.2.                    Any
and all amounts that may become due to Westgate from Manager under this
Agreement and which are not timely paid will bear interest from and after the
respective due dates thereof until the date on which the amount is received in
the bank account designated by Westgate, at an annual rate of interest equal to
the lesser of (a) the prevailing lending rate of Westgate’s principal bank
for working capital loans to Westgate plus three percent (3%),
or (b) the highest rate permitted by applicable law.


9.3.          Bank Accounts


9.3.1.                    Westgate
and Manager shall establish the following bank accounts (the “Bank Accounts”):


9.3.1.1.                       Westgate
shall establish an operating account or accounts, in the name of the
Association, into which all funds received from maintenance fees, tax
payments and other amounts due to the Association from or with respect to all
Timeshare Units (“Association Operating
Funds”) will be deposited and utilized to pay Operating Costs
in accordance with the Operating Budget (the “Association
Account”).  The Association
Account, and all deposits therein and withdrawals therefrom, shall comply in
all respects with the Association Governing Documents and applicable law.


Neither the Association Account, nor any funds
therein, nor any rights to any maintenance fees or other amounts payable by
Timeshare Interval Owners to the Association, shall be pledged or hypothecated
or in any way encum­bered.  Westgate
shall ensure that all maintenance fees and other amounts payable by Timeshare
Interval Owners to the Association shall be paid by Timeshare Interval Owners
directly to the Association Account or, in the alternative, to RMI which hereby
agrees to immediately deliver same, as a fiduciary, to the Association Account.


Westgate agrees to establish a monthly automatic
withdrawal from the Association Account which will be automatically deposited
into the Operating Account, defined below, in an amount equal to one-twelfth (1/12) of the annual Maintenance Fee income
provided for in the Operating Budget, less the portion thereof allocated to
Association Reserve Funds and the Asso­ciation Reserve Funds Account in
accordance with Section 4.4.  Any withdrawals from the Association Account
other than as described in the preceding sentence must be approved by both
Parties.  Westgate shall cause the
Association Account depository to agree, in writing, to the foregoing automatic
withdrawals and to the foregoing limitation on other withdrawals.


The Association Governing Documents and
applicable law require Westgate and RMI to maintain the Association Reserve
Funds and Association Re­serve Funds Account separate from the Operating
Account described below.


9.3.1.2.                       Manager
shall establish an operating account or accounts, bearing the name of the
Timeshare Property, on which Manager is the sole signatory, into which Westgate
or the Association shall deposit such funds as are required to be deposited
therein as provided for in Section 9.3.1.1, and
such other



 29
 









funds as may be credited by Manager to the
account of the Timeshare Property, including applicable rental revenue from
Manager’s rental of Westgate Inventory, and from which will be paid all
Operating Costs and all other charges and amounts due to Manager under this
Agreement (the “Operating Account”).  Neither the Operating Account, nor any funds
therein, shall be pledged or hypothecated or in any way encumbered by Manager
or Westgate.


9.3.1.3.                       Manager
shall establish the RM Reserve Funds Account (see Section 4.4)
either as a separate account or as a sub-account of the Operating
Account, in Manager’s discretion.  In
either event, neither the RM Reserve Funds Account, nor any funds therein,
shall be pledged or hypothecated or in any way encumbered by Manager or Westgate.


9.3.1.4.                       Manager
and/or Westgate shall establish such other accounts as Westgate and Manager
mutually determine to be necessary or desirable.


9.3.2.                    Any
withdrawal from the Operating Account shall be made in accordance with
the terms of this Agreement and Manager’s standard accounting policies and
practices. Westgate and Manager will establish mutually acceptable controls to
ensure accurate reporting of all transactions involving such accounts. As deter­mined
appropriate by Manager, accounts must require positive pay and electronic
reconciliation features to reduce possibilities of fraud. Programming costs
related thereto is an Operating Cost payable under the applicable Operating
Budget.


9.3.3.                    Manager
will have no liability or responsibility for any loss suffered in any of
the Bank Accounts unless resulting from the intentional misconduct, fraud
or misappropriation of or by Manager.


9.4.          Disbursement of Funds; Westgate’s Provision of Funds


9.4.1.                    From
time to time, Manager will draw, from the Operating Account, funds with which
to pay all Operating Costs pursuant to the applicable Operating Budget.


9.4.2.                    If
there are insufficient funds in the Operating Account to pay when due the
Operating Costs, Man­agement Fee or any Centralized Services Fees, Manager may,
but has no obligation to, elect by written notice to Westgate to defer a
portion of the Management Fees and other payments to Manager then due to
Manager in the amount of the shortfall, in which event such defined amount
will bear interest at the rate specified in Section 9.3.2
and shall be payable out of next available funds in the Operating Account in
first priority. The election by Manager to defer any portion of the Management
Fees and other payments to Manager may be reversed at any time by Manager
by written notice to Westgate in which case any deferred amounts become
immediately due and payable.


10.       TRADEMARKS  AND OTHER PROPRIETARY
MATERIALS


10.1.           Ownership of Trademarks. 
Manager represents that it has the right
to use the Trade­marks in connection with the operation of the Timeshare
Property. Moreover, Manager acknowledges that Westgate has a license to use the
Trademarks pursuant to that certain Planet Hollywood Licensing Agreement dated
December 30, 2004 by and between 



 30
 









Westgate and Planet Hollywood International,
Inc., Planet Hollywood (Region IV), Inc., and Planet Hollywood
Memorabilia, Inc. (the “Licensing Agreement”).  Westgate acknowledges that it will not
contest the rights of Manager or its Affiliates in respect of the Trademarks,
including any additions or improvements to the Trademarks by whomever
developed.


10.2.           Use of Trademarks.   Subject
to the terms of the License Agreement, as part of the management services to be
provided under the terms of this Agree­ment, Manager may use the Trademarks
in performing its obligations under this Agreement for the Time­share Property
in a manner consistent with the Operating Standard and has the right to
determine the form of presentation of the Trade­marks in conjunction with
performance of its obligations under this Agreement.  Westgate acknowledges that all use of any
Planet Hollywood Trademarks must be in accordance with and sub­ject to the
limitations of the Licensing Agreement. 
Notwithstanding the foregoing, Westgate shall have the right to utilize
the Trademarks in connection with the marketing and sale of the Timeshare
Project, including without limitation any and all collateral materials and
campaigns in furtherance of the foregoing, subject to Westgate’s compliance
with the applicable requirements of the TPA, including but not limited to the
requirements of the Modification Agreement pertaining to the Approved Logo as
defined therein..


11.       NOTICE


11.1.           All
notices hereunder must be in writing and sent to the recipients thereof through
the use of any one of (a) a recognized national commercial delivery
service providing regular overnight delivery service, in which event such
notice will be deemed delivered on the business day following deposit with such
service; (b) hand delivery, in which event such notice will be deemed
delivered upon receipt or refusal; (c) certified mail, return receipt
requested, in which event such notice will be deemed delivered two (2) business days after deposit in the United States
Mail; or (d) email or telefax, provided same is confirmed by transmission
of one of the foregoing, in which event (subject to said confirmation) such
notice will be deemed delivered upon transmission – such notices to be
delivered to the parties at the addresses set forth below:


Westgate’s Notice Address:


	
  5601 Windhover Drive

  
	
  Orlando,
  Florida   32819

  
	
  Attn:

  	
  David A. Siegel

  
	
  Attn:

  	
  David Crabtree

  
	
  Fax:

  	
  (407) 352-8935

  
	
  Email:

  	
  David_Siegel@wgresorts.com;
  Dave_Crabtree@wgresorts.com

  



 


	
  with copy to:

  	
  Greenspoon Marder, P.A.

  
	
   

  	
  201 East Pine Street, Suite 500

  
	
   

  	
  Orlando, Florida 32801

  
	
   

  	
  Attn:

  	
  Michael E. Marder, Esq.

  
	
   

  	
  Attn:

  	
  Robert B. Jackson, Esq.

  
	
   

  	
  Fax:

  	
  (407) 422-6583

  
	
   

  	
  Email:

  	
  Michael.Marder@gmlaw.com; Robert.Jackson@gmlaw.com

  



 



 31
 









Manager’s
Notice Address:


	
  3667 Las Vegas Blvd. South

  
	
  Las Vegas,
  Nevada   89109

  
	
  Attn:

  	
  Mark S. Helm, Esq.

  
	
  Fax:

  	
  702.785.5080

  
	
  Email:

  	
  MHelm@planethollywood.com

  



 


	
  with copy to:

  	
  Holland & Knight LLP

  
	
   

  	
  2099 Pennsylvania Ave., N.W.

  
	
   

  	
  Washington, D.C.  
  20006

  
	
   

  	
  Attn:

  	
  Henry J. Brothers II, Esq.

  
	
   

  	
  Fax:

  	
  202-955-5564

  
	
   

  	
  Email:

  	
  hank.brothers@hklaw.com

  



 


11.2.           Either
Party may change the person and/or address required for proper notice by giving the
other Party written notice of such modification in the manner described in
this Section.


12.       DISPUTES


12.1.           Alternative Dispute Resolution.  In the event of a dispute between the parties, which cannot otherwise be
resolved between them, either party may give a notice (a “Dispute Notice”) to the other party in
accordance with the notice provisions of this Agreement.  Upon delivery and receipt of a Dispute
Notice, the parties must meet within a commer­cially reasonable amount
of time, not to exceed five (5) business
days, to discuss a reas­onable resolution of the matter. In the
event the parties are unable to reach a resolution after utilizing commercially
reasonable efforts to accomplish same, either party has the right to seek
non-binding arbitration in Las Vegas, Nevada, with a three (3) member
arbitration panel appointed to resolve the matter by providing written notice
to the other party. Any such arbitration will be conducted on an expedited
basis within thirty (30) days following written
notice of such party to elect arbitration. Each party will be entitled to
select an arbitrator to sit on the arbitration panel with the final panelist
being selected jointly by the arbitrators selected by the parties. The decision
of the arbitration panel is non-binding, and either party reserves the right to
pursue any and all remedies through the judicial process available under this
Agreement; however, the parties must arbitrate such matter as required
hereunder prior to instituting any legal proceedings.  The rules of the American Arbitration
Association shall govern any such arbitration proceedings. The parties hereby
agree to equally share the costs of any and all attorneys fees and costs in
connection with such arbitration.


12.2.           Notwithstanding
the foregoing, the Parties agree to cooperate with each other and with third
parties to harmonize dispute resolution pro­visions of this Agreement and any
dispute resolution provisions of any contract or contracts whereby the Manager
delegates obligations under this Agreement to one or more third-party
delegees.


12.3.           Jury Waiver.
EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND INTEN­TIONALLY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RES­PECT TO ANY LITIGATION (INCLUDING, BUT
NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS, COUNTER-CLAIMS, OR THIRD PARTY
CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR
BETWEEN THE



 32
 









PARTIES TO THIS AGREEMENT, THEIR AFFILIATES,
SUBSIDIARIES, SUCCES­SORS, OR ASSIGNS AND IRRESPECTIVE OF WHETHER SUCH
LITIGATION ARISES OUT OF THIS AGREEMENT, BY STATUTE, OR AS A MATTER OF TORT LAW
AND THE PARTIES HERETO EXPRESSLY CONSENT TO A NON-JURY TRIAL IN THE EVENT OF
ANY OF THE FOREGOING.


12.4.           Expenses. The prevailing
Party in any lawsuit or other action (other than an arbitration pursuant to Section 12.1 above) arising out of or related to this
Agreement is entitled to recover from the other Party all reasonable fees,
costs and expenses incurred by the prevailing Party in connection with the
lawsuit or other action including reasonable attorney’s fees and costs
(including any attorney’s fees incurred in any appellate proceedings). If any
Party secures a judgment in any proceeding brought to enforce or interpret this
Agreement, their any costs or expenses (including reasonable attorneys’
fees) incurred in enforcing, or in appealing from, such judgment is
payable by the Party against whom such judgment or determination on appeal has
been rendered and may be recoverable separately from and in addition to any
other amount included in such judgment.


12.5.           Waivers, Modifications, Remedies.  No failure or
delay by a Party to insist on the strict performance of any term of this
Agreement, or to exercise any right or remedy conse­quent on a breach thereof,
constitutes a waiver of any breach or any subsequent breach of such term.
Neither this Agreement nor any of its terms may be changed, waived, discharged,
or terminated except by an instrument in writing signed by the Party against
whom the enforcement of the change, waiver, discharge, or termination is
sought. No waiver of any breach will affect or alter this Agreement, but each
and every term of this Agreement will continue in full force and effect with
respect to any other then existing or subsequent breach. The remedies provided
in this Agreement are cumulative and not exclusive of the remedies provided by
law or in equity. ANYTHING HEREIN CON­TAINED, AND ANYTHING AT LAW, TO THE
CONTRARY NOTWITHSTANDING, IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES
(INCLUDING, WITHOUT LIMITATION, ANY ARBITRATION PROCEEDING) ARISING UNDER
OR WITH RES­PECT TO THIS AGREEMENT OR IN ANY MANNER PERTAINING TO THE TIME­SHARE
PROPERTY OR TO THE RELATIONSHIP OF THE PARTIES HEREUNDER, EACH PARTY HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ALL RIGHT, POWER OR
PRIVILEGE EITHER MAY HAVE TO CLAIM OR RECEIVE FROM THE OTHER PARTY HERETO ANY
PUNITIVE OR EXEMPLARY DAMAGES, EACH PARTY ACKNOWLEDGING AND AGREEING THAT THE
REMEDIES HEREIN PROVIDED, AND OTHER REMEDIES AT LAW AND IN EQUITY, WILL IN ALL
CIRCUMSTANCES BE ADEQUATE. THE FOREGOING WAIVER AND RELEASE WILL APPLY IN ALL
ACTIONS OR PROCEEDINGS BETWEEN THE PARTIES AND FOR ALL CAUSES OF ACTION OR
THEORIES OF LIABILITY, WHETHER FOR BREACH OF THIS AGREEMENT OR FOR VIOLATION OF
ANY OTHER DUTY OWING BY EITHER PARTY TO THE OTHER WHICH MAY IN ANY RELATE TO
MANAGER’S MANAGEMENT OR OPERATION OF THE TIMESHARE PROPERTY. BOTH PARTIES
FURTHER ACKNOWLEDGE THAT THEY ARE EXPERIENCED IN NEGOTIATING AGREEMENTS OF THIS
SORT, HAVE HAD THE ADVICE OF COUNSEL IN CONNECTION HEREWITH, AND HAVE BEEN
ADVISED AS TO, AND FULLY UNDERSTAND, THE NATURE OF THE WAIVERS CONTAINED IN
THIS SECTION 12.4 AND SECTION 14.9.2.



 33
 









12.6.           Survival and Severance.


12.6.1.              The
provisions of this Section 12
are severable from the other provisions of this Agreement, and must survive and
not be merged into any termination or expiration of this Agreement or any
judgment entered in connection with any dispute, regardless of whether such
dispute arises before or after termination or expiration of this Agreement, and
regardless of whether the related mediation, arbitrated or litigation
proceedings occurring before or after termination or expiration of this
Agreement. If any part of this Section 12
is held to be unenforceable, it will be severed and may not affect either the
duties to mediate or arbitrate or any other part of this Section 12.


12.6.2.              The
obligations set forth in Sections 2.9 and 3.7
(Indemnification) survive the expiration or any termination of this
Agreement. Notwithstanding any contrary provision of Sections 2.9
and 3.7, Westgate and Manager mutually agree for the benefit of each
other to look first to the appropriate insurance overages in effect pursuant to
this Agreement in the event any claim or liability occurs as a result of injury
to person or damage to property, regardless of the cause of such claim or
liability, although nothing contained herein is intended to limit either party’s
recovery to the limits of any applicable policies of insurance.


13.       TERM AND TERMINATION; EVENTS OF DEFAULT; REMEDIES


13.1.           Term of Agreement.   The
operating term of this Agreement (“Operating Term”)
commences on the Effective Date and, unless sooner terminated pursuant to the
provisions of this Agreement, continues for an initial term of 25 years and thereafter automatically renew for five (5) successive five
(5) year periods unless either Party terminates this Agreement
in writing by delivering written notice to the other in the manner specified in
Section 11 hereof at least one hundred eighty (180) days prior to the end of
either the initial term or any option term.


13.2.           Reduced Availability.  Notwithstanding the foregoing or any contrary
provision hereof, if, at any time, Westgate Inventory available for hotel use
as provided herein are equal to or fewer than twenty percent
(20%) of the aggregate number of keys in the Time­share Property
then completed to date, then Manager may terminate the Timeshare Property
Manage­ment Agreement by giving ninety (90) days
notice of such termination.


13.3.           Events of Default.  The
following shall constitute Events of Default under this Agreement:


13.3.1.              A
failure by either Party to pay any sum of money to the other Party when due
and payable under this Agreement that is not cured within ten (10) days following written notice thereof to the
defaulting Party;


13.3.2.              The
uncured default by either Party under that certain Marketing
and Leasing Agreement dated December 30, 2004, after the expiration
of any applicable cure period set forth in said agreement;


13.3.3.              The
uncured default by either Party pursuant to Section 18 of the TPA, after
the expiration of any applicable cure period set forth in said agreement;



 34
 









13.3.4.              A
failure by either Party to perform, keep or observe any of the other material
covenants, undertakings or obligations set forth in this Agreement to be
performed, kept or observed by such party that is not cured within forty-five (45) days fol­lowing written notice thereof to
the defaulting party stating with reas­onable detail the alleged default
provided that, during such forty-five (45) days
period, the de­faulting party may not commit a monetary default as described in
Section 13.3.1.1 that is not cured
within the applicable cure period;


13.3.5.              Any
Assignment by either Party not permitted by this Agreement or by the TPA;


13.3.6.              Any
action by a Party or its assignees for dissolution of its operations; a
general assignment by a Party for the benefit of its creditors; an arrangement
or com­position with its creditors by a Party; a judgment of insolvency against
a Party; a voluntary petition filed by any Party for relief under applicable
bankruptcy, insol­vency, or similar debtor relief laws or regulations; the
appointment (or petition or application for appointment) of a receiver,
custodian, trustee, conservator, or liquidator to oversee all or any
substantial part of a Party’s assets or the conduct of its business; an
order for relief against a Party under applicable bankruptcy, insolvency, or
similar debtor relief laws or regulations; a Party’s failure generally to pay its
debts as such debts become governmental body of insolvency or pending
insolvency of or suspension of operation by similar or analogous proceedings in
any relevant jurisdiction; or


13.3.7.              The
issuance of a levy or an attachment against all or any portion of the Time­share
Property resulting from a final judgment against a Party for which
all appeal periods have expired and which is not fully covered by
insurance or bonded against within the lesser of any applicable period
established by law or sixty (60)  days;
provided, however, that during such sixty (60) day
period, the defaulting party may not commit a monetary default as
described in Section 13.3.1.1 that is not
cured within the applicable period.


13.4.           Remedies.


13.4.1.              During
the cure periods set forth above, Manager is not required to perform any
obligations under this Agreement which would violate any law applicable to the
Manager or the Timeshare Property.


13.4.2.              In the event
of any Event of Default which is capable of being cured, the non-defaulting
party must provide the defaulting party with written notice in the manner
provided in Section 11 detailing the
specific nature of the default and the commer­cially reasonable corrective
action necessary to cure same, in which
event the breaching party shall have thirty (30) days
following the receipt of such notice to cure such breach.  If such breach is not cured within such
period, the non-breaching party shall have the rights (i) to enforce
the terms of this Agreement by seeking a judicial decree of specific
performance or other equitable remedy and/or (ii) to pursue such other
relief (including actual and compensatory damages but not including punitive or
consequential or exemplary damages) as may be available at law or in
equity and/or (iii) to terminate this Agreement.


13.5.           Termination.  
The right to termination of this
Agreement for default may only be exer­cised following the expiration of any
applicable cure periods set forth above. 
The right



 35
 









to termination of this Agreement shall be exercised
by unconditional written notice to the defaulting party.  Following the receipt of such notice, this
Agreement will term­inate on the date set forth in such notice, which date may
in no event be sooner than sixty (60) days
nor later than one hundred twenty (120) days,
after the delivery thereof.  The right of
termination set forth in the preceding sentence is in addition to, and not
in lieu of, any other rights or remedies provided hereunder or at law or in
equity by reason of the occurrence of any such Event of Default, it being
understood and agreed that the exer­cise of the remedy of termination does not
constitute an election of remedies and will be without prejudice to any
such other rights or remedies otherwise available to the Non-Defaulting Party,
including, without limitation, injunctive relief and/or specific per­form­ance
to cause compliance with the terms of this Agreement or to otherwise restrain
or prevent the occurrence of any act prohibited hereunder.  During the applicable period, the Defaulting
Party must use commercially reasonably efforts to cure such default as quickly
as reasonably practicable. Notwithstanding the foregoing, if either party has
submitted the subject of an alleged Event of Default to arbitration in
accordance with Section 12 within the
applicable cure or response period following receipt of written notice of such
matter, then any other rights or remedies that the Non-Defaulting Party may
have against the Defaulting Parry (including, without limitation, any right to
term­inate this Agreement pursuant to Section 13
or otherwise) will be tolled during the pendency of such mediation or
arbitration.


13.6.           Coordination with Delegee. 
The Parties agree cooperate with each
other and with third parties to harmonize termination provisions of this
Agreement and any termination provisions of any contract or contracts whereby
the Manager delegates obligations under this Agreement to one or more
third-party delegees.


13.7.           Upon Termination.


13.7.1.              In
the event of a termination of this Agreement for any reason,


(a)                     all Management
Fees, Centralized Services Charges, and other amounts due Manager under the
terms of this Agreement through the termination date shall be paid to Manager; provided that said Management Fee shall not be paid if the
termination is due to an uncured default by Manager hereunder and if Manager
has not delegated to a third party delegee as described in Section 3.5
above; and


(b)                    Manager
shall deliver to Westgate the RM Reserve Funds Account and all funds then
therein; and


(c)                     Westgate
will reimburse Manager immediately on receipt of any invoice or invoices from
Manager for any expenses incurred by Manager in the course of effecting
the termination of this Agreement or the cessation of Timeshare Property
operations or services by Manager.


This obligation is unconditional and shall
survive the termination of this Agreement (including all amounts owed to
Manager that are not fully ascertainable as of the termination date), and
Westgate will not have or exercise any rights of setoff, except to the
extent of any outstanding and undisputed payments owed to West­gate by Manager
under this Agreement, and except as stated in the proviso in clause (a) above.



 36
 









13.7.2.              Notwithstanding
anything contained in this Agreement to the contrary, the term­ination of this
Agreement does not relieve either Party of any of its rights, duties,
or obligations as set forth in the TPA or the Marketing and Leasing
Agreement, including, without limitation, the provisions of Section 18 of
said TPA as modified by the Modification Agreement.


13.7.3.              In
the event of any termination of this Agreement, and subject to payment of
Centralized Service Fees, Manager agrees to continue to provide the Centralized
Services to Westgate for a period of up to ninety (90) days
following the termina­tion of the Operating Term in order to allow the parties
sufficient time to make accommodations for operational requirements relative to
the functioning of the Timeshare Property and the Hotel and Casino.


13.7.4.              Upon
termination or expiration, and conditioned upon receipt by Manager of
all amounts due to Manager through the termination or expiration date,
Manager will peacefully vacate and surrender the Timeshare Property to
Westgate on the effective date of such termination and (at no cost or expense
to Manager) will reasonably cooperate with Westgate with respect to the
transition of management functions to a successor manager; and thereupon
neither Westgate nor Manager will have any further rights against the other
under this Agreement except under those provisions of this Agreement that, by
their terms, survive any terminates of this Agreement.  Notwithstanding the foregoing provisions of
this Section 13.7.4, any unpaid
Management Fee shall not be paid if the termination is due to an un­cured
default by Manager hereunder and if Manager has not delegated to a third party
delegee as described in Section 3.5 above.


13.7.5.              Following
any termination, Westgate must honor, and must cause any successor Manager to
honor, all business confirmed for the Timeshare Property with reser­vations
(including, without limitation, reservations made in good faith by Manager for
discounted rooms pursuant to any frequent guest or loyalty program or other
promotional program of Manager or its designee) dated after the effective date
of the term­ination in accordance with the terms of such bookings as accepted
by Manager including, without limitation, Manager’s obliga­tions, if any, under
this Agreement to compensate Westgate for the use of such rooms made pursuant
to the preceding parenthetical in this sentence. Upon term­ination of this
Agreement for any reason, Manager agrees to keep all Timeshare Property Guest
Information belonging to Westgate confidential and Manager (nor its Affiliates)
shall not dis­close same to any third party. 
This restriction shall survive any termination of
this Agreement.  Westgate will
assume and fully indemnify Manager with respect to any advance deposits
received by Manager on behalf of the Timeshare Property and delivered to
Westgate. In addition, upon the expiration or termination of this Agreement,
all of the books of account and financial records which are the prop­erty of
Westgate will be turned over forthwith to Westgate so as to ensure the orderly
continuance of the operation of the Timeshare Property, but all of such
information will be retained by Westgate and made available to Manager at the
Timeshare Property (or, following a sale of the Timeshare Property by Westgate,
at another location in a major metropolitan area of the United States
reasonably designated by Manager), at all reasonable times, for inspection,
audit, examination and copying (at Manager’s expense) for at least five (5) years subsequent to the date of such
expiration or termination.



 37
 









13.7.6.              Manager
will to the extent permitted by law or the applicable agreement assign
to Westgate or if directed by Westgate, a successor manager, Manager’s
interest (if any) in, and Westgate or such successor manager will have the
continuing res­ponsibility for all obligations and liabilities relating to, any
and all Approvals, con­tracts (including, without limitation, collective
bargaining agreements and pension plans, leases, licenses or concession
agreements and maintenance and service contracts) in effect with respect
to and to the extent pertaining to the Timeshare Property as of the date of
termination of this Agreement, and Westgate must confirm its or the successor
manager’s obligations in writing if requested by Manager.


13.7.7.              Except
as may otherwise be expressly permitted, by any licensing agreements between
Westgate, Manager and/or Planet Hollywood International, Inc., following
termination thereof and hereof, neither Westgate, nor any person acting on
behalf of Westgate, may directly or indirectly hold itself or the Timeshare
Property out to the public as being or remaining (or otherwise associated
with) any property affiliated with or managed by or for Manager or any
Affiliate, and Westgate will immediately take all steps reasonably requested by
Manager to disassociate the Timeshare Property and Westgate from the Trademarks
(including immediately modifying or covering all Trademark-bearing signage
until such signs can be removed), and will in any event delete all Trademarks
from the Timeshare Prop­erty name and cease to use all FF&E and operating
supplies bearing any of the Trademarks on the effective date of
termination.  If Westgate fails to remove
Trademark-bearing Timeshare Property signage not later than thirty (30) days following the effective date of the
termination, Manager will have the right, at Westgate’s expense, to remove and
retain all such interior and exterior signage without any liability for the
cost to restore or repair the Timeshare Property premises or equipment for
damage resulting therefrom. West­gate must cease using and Manager will have
the right to remove from the Time­share Property, on or before the
effective date of the termination, all operations manuals, policy statements
and the like, any other proprietary information of Manager and its Affiliates
and all other written materials bearing the Trademarks. Under no cir­cumstances
may Westgate copy, reproduce, or retain any of these materials.


13.7.8.              Subject
to Section 13.5.2, as of the effective
date of the termination, Manager may disengage and disconnect the Timeshare
Property from Manager’s reserva­tions systems and related software
applications. Manager will provide reasonable assistance to Westgate in
facilitating the orderly transfer of Westgate’s records and data contained in
Proprietary Software. To the extent Manager’s Corporate Per­sonnel are needed
to provide technical assistance to effectuate such transfer, Westgate must
reimburse Manager for any reasonable costs and expenses asso­ciated therewith.
To the extent Manager or its delegee has leased any com­puter equipment or
telephone equipment for use at the Timeshare Property in accord­ance with the
provisions of this Agreement pursuant to chain-wide programs for the
acquisition or leasing thereof, Westgate will have the right, at its option,
either to request that any such lease be transferred to Westgate (to the extent
the same are transferable without the consent of third parties) or that
Manager seek to buy out the equipment covered by any such lease, the cost of which
will be borne solely by Westgate. Any such lease transfer or buy-out is subject
to the consent or approval of the third party owners of such equipment. If
not assignable or if the same cannot be bought out, Manager may remove all such
equipment from the



 38
 









Timeshare Property at any time on or after the
effective date of termination of this Agreement.


13.8.            Other cases for termination.


13.8.1.              Damage or Destruction. If
the Timeshare Property or any portion thereof is damaged or destroyed at any
time or times during the Operating Term by fire, casualty or any other cause (“Event of Casualty”), Westgate agrees to comply with the
following:


13.8.1.1.                 If
the Timeshare Property is dam­aged or destroyed and proceeds from insurance
(together with any applicable deductible) are sufficient to restore the
Timeshare Property to substantially the condition it was in immediately
prior to such damage or destruction, subject to the Association Governing
Documents and any agreements with West­gate’s institutional lenders, Westgate
agrees to cause the Timeshare Prop­erty to be restored to the condition with
existed prior to such Event of Casualty (“Casualty Restoration”).


13.8.1.2.                 If
Westgate determines that the insurance proceeds available to undertake
a Casualty Restoration are not sufficient (when added to the amount of any
applicable deductibles) to complete the Casualty Restoration, and if West­gate
determines not to undertake a Casualty Restoration, then Westgate may terminate
this Agreement by notice to Manager, in either case given within thirty (30) days after Westgate’s receipt from the
insurance company of the insurance company’s determination as to the
availability and suf­ficiency of insurance proceeds. Westgate must diligently
pursue the determination and recovery of insurance proceeds with respect to
such damage or destruction.


13.8.1.3.                 Notwithstanding
anything contained herein to the contrary, in the event of the occurrence of an
Event of Casualty, Westgate will promptly and diligently pursue the collection
of proceeds from any applicable insurance and, subject to Section 13.8.1.2,
will promptly and diligently pursue necessary permits to cause a Casualty
Restoration.  Moreover, during the period
of undertaking such permit process and/or Casualty Restoration, the Operating
Term shall be tolled during such period and the Parties re­lieved of their
obligations under this Agreement for such period of time.


13.8.2.              Notwithstanding
the foregoing, if the Timeshare Property is dam­aged or des­troyed to such
an extent that the cost of the Casualty Restoration as reasonably estimated by
Westgate exceeds thirty percent (30%) of the
replace­ment cost or if Westgate’s primary financing for the Time­share
Property will adversely affect Westgate’s ability to accomplish said Casualty
Res­toration as aforesaid, Westgate must notify Manager of such fact within ninety (90) days after the occurrence of such damage or
destruction, and Manager may terminate this Agreement by notice to Westgate.


13.8.3.              [omitted]



 39















13.8.4.              If
this Agreement is terminated by Westgate pursuant to this Section 13.8
and Westgate determines at any time within five (5) years
after the date of such termination to either rebuild the Timeshare
Property or recom­mence utilizing the building as a Timeshare Property,
then Manager may reinstate this Agreement by notice to Westgate given within ninety (90) days after receipt by Manager of notice
from Westgate that Westgate has elected to undertake a Casualty Restora­tion
and has commenced the same; provided, however,
that if Westgate fails to give such notice, then Manager may reinstate this
Agreement by notice to West­gate given at any time prior to the later of
(i) completion of the Casualty Restora­tion and the full reopening of the
Timeshare Property, and (ii) ninety (90) days
after Manager becomes aware of the Casualty Restoration. If Manager elects
to reinstate this Agreement as above provided for, Westgate will thereupon
become obligated to complete the Casualty Restoration with due diligence. If
this Agree­ment is terminated and then reinstated pursuant to this Section 13.8, the remain­ing term of this Agreement
upon the effective date of its reinstatement will be the term that was
remaining under this Agreement as of the date of its earlier term­ination. If
there is any dispute between Westgate and Manager as to whether Westgate’s
estimate of the cost of restoration, the full replacement cost of the Timeshare
Property, or the estimated time for repair or restoration is reasonable under
the circumstances, the said dispute will be sub­mitted to arbitration conducted
in accordance with the provisions of Section 12.


13.8.5.              Taking.
If a Taking occurs during the Operating Term, as to the whole of the Timeshare
Property, or in Manager’s reasonable opinion a portion thereof that makes it
imprudent or unsuitable to use and operate the remaining portion of the
Timeshare Property in accordance with the Operating Standard, then either West­gate
or Manager may terminate this Agreement upon ninety
(90) days’ notice to the other Party. If the Taking affects
only a part of the Timeshare Property or the real property on which it is
erected and if the Taking of such part does not make it unsuitable or
impru­dent, in Manager’s reasonable opinion, to operate the remainder in
accordance with the Operating Standard, this Agreement will not terminate, and
Westgate must, subject to the applicable provisions of Westgate’s primary
financing for the Timeshare Property, undertake such alterations or modi­fications
to the Timeshare Property, or any part thereof as is reasonably necessary and
practicable to make the Timeshare Property a satisfactory architectural unit as
a Timeshare Property of the type and class immediately preceding such
taking or condemnation.


13.8.6.              Manager
will have the right in the case of a Taking either to institute or to intervene
in any available administrative proceeding or judicial action intended to
determine just compensation for such Taking, for the purpose of representing
Manager’s compensable interest in any award therefor arising from this
Agreement and more specifically from Manager’s right of quiet enjoyment. Any
award made to Westgate that does not recognize the separate compensable
interest of Manager will be apportioned between the Parties in consideration,
without limitation, of such factors as: (i) recoupment by Westgate of its
investment, (ii) return on Westgate’s investment to date,
(iii) actual loss of income (including Manager’s fee income hereunder),
(iv) loss of reasonably anticipated future income (including Manager’s fee
income hereunder), (v) length of the unexpired term (including any
renewals) of this Agreement, and/or (vi) the proportion that the
Management Fee has his­torically borne to the return to Westgate after payment
of such fee. If the Parties



 40
 









cannot agree upon such apportionment within ninety (90) days after the amount of the award payable
to Westgate has been determined by settlement or a final judicial
determination, either Party may submit the dispute for resolution pursuant to Section 12.


13.9.                     Force Majeure Events.  If
a cause of delay is not due to the willful act or neglect of such party, then
except where the provisions of this Agreement clearly provide to the contrary,
neither Westgate nor Manager shall be deemed in default with respect to the
performance of any of the terms, covenants and conditions of this Agreement if
such failure shall be due to any strike, lockout, civil commotion, war-like
operation, invasion, rebellion, hostilities, military or usurped power,
sabotage, governmental regulations or controls, inability to obtain any
materials for reasons beyond such party’s control, Act of God or other casualty
or cause beyond the control of such party. In any such event, except where
expressly noted in this Agreement, the time for performance of such obligations
shall be extended one day for each day such party is prevented from performing
its obligations under this Agreement by such force majeure.


14.       MISCELLANEOUS


14.1.           Assignment


14.1.1.            Assignment in General.  Except with the
prior written consent of the other Party, no Party may cause, permit or
suffer any Assignment of this Agreement or any part of its rights and
obligations hereunder except
(a) as provided in this Section 14.1, or
(b) as provided in Section 32 of the TPA.  Any Assignment by a Party in violation of the
foregoing will be void and of no force or effect as between the Parties and
constitutes a material breach of this Agreement governed by the terms of Section 13.


14.1.2.            Assignment by Westgate. 
Assignment of
this Agreement by Westgate shall be governed by Section 32 of the TPA, so long
as no Event of Default attributable to Westgate has occurred and remains
uncured.  In addition, any such
assignment by Westgate either shall have been consented to by Manager or shall
be permitted pursuant to the exercise of a Mortgagee’s rights under Section 3.11; and any assignee of Westgate must meet
the following criteria:


(a)                     Said
Assignee must not be a Competitor of Manager or a Competitor of any Affiliate
of Manager; and


(b)                    Said
Assignee must be not generally recognized in the community as being
a Person of ill repute and not in any other manner a Person with whom a
prudent businessperson would not wish to associate in a commercial venture or a
Person that would be considered by regulators in the gaming industry to be an
unsuitable business associate of Manager and its Affiliates or would in any way
jeopardize the Timeshare Property’s or the Hotel and Casino’s liquor license(s)
and/or gaming license(s).  Manager’s
failure to object in writing to such proposed assignee within thirty (30) days of Manager’s receipt of such
notice stating with reasonable specificity the basis for such objection
will constitute Manager’s approval of such assignee for purposes of this para­graph (b);  provided that
any such notice to Manager shall specifically refer to this “deemed approval”
provision.



 41
 









14.1.3.              In
addition to the assignment permitted above in Section
14.1.3, Westgate may, subject to prior written approval by Manager
that may not be unreasonably with­held, collaterally assign its interest in
this Agreement, and/or the Timeshare Property and/or any part thereof
(including, to the extent of Westgate’s ownership, all FF&E and equipment
and operating supplies), to any institutional lender or institutional equity
provider in connection with the construction, development, furnishing and
equipping of the Timeshare Property and may from time to time enter into one or
more financings of the Timeshare Property through equity and/or debt
financing.  Notwithstanding the
foregoing, neither the Association Account, nor any funds therein, nor the
Association Reserve Funds Account, nor any funds therein, nor any rights to any
maintenance fees or other amounts payable by Time­share Interval Owners to the
Association, shall be pledged or hypothecated or in any way encumbered.


Manager acknowledges
that Westgate will provide or facilitate financing of purchases of Timeshare
Intervals and Whole Ownership Units and that these actions do not constitute a
violation of this Agreement.


Westgate must provide Manager with a true and
complete copy of any deed of trust and all material related documents relevant
to Manager’s services under this Agreement within thirty
(30) days of the signing of such documents by Westgate. Manager
must keep the terms thereof confidential.


14.1.4.              Assignment by Manager. 
Manager may
Assign this Agreement to any purchaser of the entirety of the Hotel and Casino,
so long as


(a)                      no
Event of Default attributable to Manager has occurred and remains uncured, and


(b)                     said
Assignee is not a Competitor of Westgate; AND


(c)                      the
Operating Standard is not materially affected by said Assignment.


14.1.5.              Notice of Assignment.  A Party and/or
any partner or other constituent member or stockholder of a Party or of an
owner of a Party desiring to effect an Assignment of all or any part of
its interest in this Agreement must give the other Party not less than forty-five (45) days advance written notice of its
intention to do so, which notice will identify in reasonable detail the direct
and indirect owners of the pro­posed assignee and must be accompanied by the
latest available audited and unaudited financial statements of the proposed
assignee and its direct or indirect beneficial owners.


As used in this Section 14.1.5,
the term “owner” means (a) the holder of
legal or beneficial interests or voting power in a Party and (b) the
holder of direct or indirect legal or beneficial interests or voting power in
an owner (as defined in clause (a)
above); and the term “direct or indirect” means the holder of a legal or
beneficial interest or voting power in a Party or an owner directly by a Person
or indirectly through such Person’s ownership of legal or beneficial interests
or voting power in an owner (as defined above) or in an entity that itself
or through its ownership of interests or voting power in one or more other
entities, holds legal or beneficial interests or voting power in an owner.



 42
 









14.1.6.              Definition. 
For purposes of this Agreement, the term “Assignment” includes


(a)                     an
assignment, pledge, encumbrance or other transfer in any manner
of a Party’s interest in this Agreement or any of its rights or
obligations under this Agreement – but “Assignment” does not include
(i) a collateral assignment by Westgate contemplated by and implemented in
accordance with Section 14.1.3 above (and
enforcement thereof by the collateral assignee); or (ii) delegation by
Manager as provided in and in accordance with Section 3.5
above; or (iii) as permitted by and in accord­ance with
Section 32 of the TPA,


(b)                    any
transfer of direct or indirect legal and/or beneficial interests (whether
partnership interests, stock, limited liability membership and/or management
interests or otherwise) in a Party or in any owner or owners except
by reason of death pursuant to any successive plan of a Party, whether
occurring in one or a series of transactions, that results in the transfer
of, in the aggregate, fifty percent (50%) or
more of the direct or indirect ownership interests or voting power in a Party
during any twenty-four (24) month period –
but “Assignment” does not include a merger
or consolidation or reorganization of a Party, resulting in an entity
which will con­tinue the business of the Party as conducted immediately prior
to such merger or consolidation or reorgani­zation, and


(c)                     any
change in the actual or the effective voting control of a Party or an owner (as
defined in Section 14.5.1 above)
of such Party – but “Assignment” does not include
any transfer or series of transfers of publicly traded stock or any public
offering of equity ownership interests (whether partnership interest corporate
stock shares, or otherwise) in either Party or by its parent company or
other owner of such Party.


14.2.           Effect of Permitted Assignments.  A consent to
any particular Assignment may not be deemed to be a consent to any other
Assignment or a waiver of the requirement that consent be obtained in the case
of any other Assignment.  Upon any
Assignment by Westgate or Manager permitted under Section 14.1
or consented to by the other Party, the assigning Party, to the
extent of such Assignment, will be relieved of all liabilities and obligations
under this Agreement accruing after the effective date of such assignment, and
the Assignee shall assume all obligations of its assignor under this
Agreement.  No such Assignment will
relieve the assigning Party from its liabilities or obligations under this
Agreement accruing prior to the effective date of the Assignment.


14.3.           Indemnification.  Any Party
obligated to indemnify any of the other Party’s Indemnified Parties under this
Agreement (the “Indemnifying Party”) in
respect of any claim will have the right, by notice to the other Party, to
assume the defense of such claim. If the Indemnifying Party gives such notice:
(i) such defense may be conducted by counsel selected by the Indemnifying
Party and approved by the other Party; provided, how­ever,
that the other Party’s approval will not be required with respect to counsel
desig­nated by the Indemnifying Party’s insurer, (ii) so long as the
Indemnifying Party (or its insurer) is conducting such defense with
reasonable diligence, the Indemnifying Party will have the right to control
such defense and will not be required to pay the fees or disbursement of any
counsel engaged by the other Party or any of its indemnified Parties for
services rendered after the Indemnifying Party has given the notice provided



 43
 









for above to the other Party; and (iii) the
Indemnifying Party will have the right, without the consent of the other Party
or any of its Indemnified Parties, to settle such claim, but only provided that
the Indemnifying Party (or its insurer) pays all amounts due in con­nection
with or by reason of such element and, as part thereof, the other Party and, if
applicable, its Indemnified Parties are unconditionally released from all
liability in respect of such claim. The other Party and/or its Indemnified
Parties will have the right to parti­cipate in the defense of any claim being
indemnified and defended by the Indemnifying Party at the expense of the other
Party and/or its Indemnified Parties, but the Indem­nifying Party will have the
right to control such defense. In no event may the other Party and/or any
of its Indemnified Parties (a) settle any claim as to which it or they
are entitled to indemnification hereunder without the prior written
consent of the Indem­nifying Party, (b) if a claim is covered by the
Indemnifying Party’s liability insurance, take or omit to take any action that
would cause the insurer not to defend such claim or to disclaim liability in
respect thereto or (c) be represented by more than one (1)
attorney or firm of attorneys in respect of such claim.


14.4.           Confidentiality.  The
Parties agree that the matters set forth in this Agreement are strictly
confidential. In addition, the Parties agree to keep strictly confidential all
infor­mation of a proprietary to confidential nature about or belonging to a
Party or to any Affiliate of a Party to which the other Party gains or has
access by virtue of the relationship between the Parties. Except as disclosure
may be required to obtain the advice of professionals or consultants, or
financing for the Timeshare Property from an institutional lender, or in
furtherance of a permitted assignment of this Agreement or as may be required
by law or by the order of any government, regulatory authority, or tribunal or
otherwise to comply with Legal Requirements (including reporting require­ments
applicable to public companies), each Party must make every effort to ensure
that such information is not disclosed to the press or to any other third
Person without the prior consent of the other Party. The obligations set forth
in this Section 14.4 survive any
termination or expiration of this Agreement. The Parties will cooperate with
one another on all public statements, whether written or oral and no matter how
dissem­inated, regarding their contractual relationship as set forth in this
Agreement or the performance of their respective obligations under this
Agreement.


14.5.           No Personal Liability. 
In no event will any member, partner,
shareholder, officer, director, agent or employee of either Party hereto have
any personal liability in con­nection with or arising from this Agreement
provided that Manager may have liability in connection with or arising
from this Agreement but solely in its capacity as manager hereunder, and not in
its capacity as a direct or indirect member in Westgate. Any liability of
either Party hereby will be satisfied from such Party’s ownership interest in
the Hotel and Casino or Timeshare Property, as applicable, and not from any
other assets or property of such Party or any member, partner, shareholder,
officer, director, agent or employee of such Party.


14.6.           Interpretation


14.6.1.              The
Recitals set forth at the beginning of this Agreement and the Exhibits attached
to this Agreement are incorporated in and made a part of this Agreement.


14.6.2.              Unless
the language specifies or the context implies that a term of this Agreement is
a condition, all of the terms of this Agreement are deemed and construed to be
covenants to be performed by the designated Party.



 44
 









14.6.3.              The
use of the terms “including”, “include”, and “includes”, followed by one or
more examples is intended to be illustrative and may not be deemed or construed
to limit the scope of the classification or category to the examples listed.


14.6.4.              In
this Agreement, any reference to a Section is a reference to a
Section of this Agreement except where otherwise specified.


14.6.5.              Unless
expressly stated otherwise in this Agreement, whenever a matter is sub­mitted
to a Party for approval or consent in accordance with the terms of this
Agreement, that Party has a duty to act reasonably and timely in rendering a
decision on the matter.


14.6.6.              The
table of contents and captions to the sections of this Agreement are for con­venience
of reference only and in no way define, Limit, describe, or affect the scope or
intent of any Party of this Agreement.


14.6.7.              This
Agreement and all disputes relating to the performance or interpretation of any
term of this Agreement must be construed under and governed by the laws of the
State of Nevada.


14.7.           Successors and Assigns. 
This
Agreement will inure to the benefit of and are binding on the permitted
successors and assigns of the Parties, and the terms “Westgate”
and “Manager” as used in this Agreement
include all permitted successors and assigns of the original Parties.


14.8.           Counterparts.  This
Agreement may be executed in several counterparts, each of which is deemed an
original, but all of which constitute one and the same instrument.


14.9.                       Relationship of the Parties.


14.9.1.                          Nothing
contained in this Agreement may be construed as creating a partnership, joint
venture, or similar relationship between the Parties. Manager assumes no
independent contractual liability nor is Manager obligated to extend its own
credit with respect to any obligation incurred in operating the Timeshare
Property or performing its obligations under this Agreement. The Parties hereby
acknowledge that they are each (or will be as of the Opening Date) members
of a limited liability company holding title, directly or indirectly, to the
Hotel and Casino or the Timeshare Property, as applicable.


14.9.2.                          THE
RELATIONSHIP BETWEEN THE PARTIES HERETO IS THAT OF AN INDEPENDENT CONTRACTOR
AND NOT AS AN AGENCY RELATIONSHIP AND IT IS THE INTENTION OF THE PARTIES THAT
THIS AGREEMENT BE INTERPRETED IN ACCORDANCE WITH GENERAL PRINCIPLES OF CON­TRACT
INTERPRETATION WITHOUT REGARD TO THE COMMON LAW OF AGENCY AND THAT LIABILITY
BETWEEN THE PARTIES WILL BE BASED SOLELY ON PRINCIPLES OF CONTRACT LAW AND THE
EXPRESS PROVI­SIONS OF THIS AGREEMENT. IN NO EVENT MAY MANAGER BE DEEMED
IN BREACH OF ITS DUTIES HEREUNDER, OR OTHERWISE AT LAW OR IN EQUITY,
SOLELY BY REASON OF (I) THE FAILURE OF THE FINANCIAL PER­FORMANCE OF THE
TIMESHARE PROPERTY TO MEET WESTGATE’S EX­PECTATIONS OR INCOME PROJECTIONS OR
OTHER MATTERS INCLUDING



 45
 









OPERATING PLAN, (II)  THE INSTITUTION
OF LITIGATION OR THE ENTRY OF JUDGMENTS AGAINST WESTGATE OR THE TIMESHARE
PROPERTY WITH RESPECT TO TIMESHARE PROPERTY OPERATIONS, OR (III) OTHER
ACTS OR OMISSIONS NOT OTHERWISE CONSTITUTING A BREACH OF THIS AGREEMENT, IT
BEING THE INTENTION AND AGREEMENT OF THE PARTIES THAT MANAGER’S SOLE OBLIGATION
HEREUNDER SHALL BE TO ACT IN CONFORMITY WITH THE EXPRESS TERMS OF THIS
AGREEMENT. FUR­THERMORE, AS BETWEEN WESTGATE AND MANAGER, MANAGER WILL HAVE NO
LIABILITY FOR PUNITIVE DAMAGES OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO
WESTGATE IN RESPECT OF A BREACH OF ANY ALLEGED FIDUCIARY DUTIES.


14.10.                 Entire Agreement.  This
Agreement (including the attached Exhibits) constitutes the entire
agreement between the Parties relating to the operation of the Timeshare
Property and supersedes all prior contracts and understandings, written or
oral. No representation, undertaking or promise may be taken to have been given
or be implied from anything said or written negotiations between the Parties
prior to the execution of this Agreement except as expressly stated in this
Agreement. Neither Party will have any remedy in respect of any untrue
statement made by the other Party on which that Party relied in entering into
this Agreement (unless such untrue statement was made fraudulent) except
to the extent that such statement is expressly set forth in any of the terms or
provisions of this Agreement.  Neither
Party intends this Agreement to supersede either the TPA or the Marketing and
Leasing Agreement.


14.11.                 TPA.  Except to the extent otherwise expressly addressed
herein, in the event of an inconsistency between any provision of this
Agreement and any provision of the TPA, the provisions of this Agreement shall
supersede and control.


15.       DEFINITIONS


Unless the context clearly provides
otherwise or unless such term is given a different meaning, all capitalized
terms used herein have the meaning set forth in the TPA.  In addition, the following terms shall have
the definitions described herein below:


15.1.                       Assignment: 
As defined in Section 14.1
of this Agreement.


15.2.                       Association: 
As defined in Section 1.1
of this Agreement.


15.3.                       Bank Accounts:
As defined in Section 9.4 of this Agreement.


15.4.                       Brand Name:  Planet
Hollywood International, and all names and expressions similar or related thereto or derivative
thereof in any way.


15.5.                       Capital Budget:  As defined in Section 4 of this Agreement.


15.6.                       Capital Expense and/or Repair and Maintenance Expense:  As defined in Section 6
of this Agreement.


15.7.                       Centralized Marketing Program:  As defined in Section 8.4
of this Agreement.


15.8.                       Centralized Services:  As defined in Section 8.1
of this Agreement.



 46
 









15.9.                       Centralized Services Charges: As defined in Section
8.2 of this Agreement.


15.10.                 Commercial Unit: means any and all space within the Timeshare Property that is not
in the interior of the Timeshare Units.


15.11.                 Competitor:


(A)                 A
Competitor of Manager is a Person
(i) in the business of owning, operating, licensing (as licensor),
franchising or managing (a) any casino or gaming operation; or (b) a
brand or system of themed restaurants, such as, but not limited to, Planet
Hollywood and/or Hard Rock Café and/or Rain Forest Café and/or Hooters; or
(ii) with less than $300 million
per year (in 2007 dollars) in gross revenue from sale of timeshare, vacation ownership,
vacation clubs, or any related product or service.


(B)                   A
Competitor of Westgate is a hospitality
company in which fifty percent (50%) or more
of such company’s gross revenues are derived from the sale of timeshare,
vacation ownership, vacation clubs, or any related product or service.


Determination of whether a Person is a
Competitor of Manager and/or Westgate shall also be determined in light of
Section 32 of the TPA.


15.12.                 Corporate Personnel:  Includes
individuals employed by Manager whose duties are not exclusive to the Timeshare
Project.


15.13.                 Developer:  As defined in the Preamble to this Agreement.


15.14.                 Effective Date:  The
later of the date on which Developer, RMI and Manager each exe­cuted this
Agreement or the completion of construction (and availability for occupancy) of
Phase 1 of the Timeshare Project.


15.15.                 Global Distribution Systems:
Includes, but is not limited to airline reservations systems, or anything that
hospitality industry commonly refers to as such term.


15.16.                 Management Fee:  As defined in Section 9.1
of this Agreement.


15.17.                 Manager:  As defined in the Preamble to this Agreement.


15.18.                 Manager Executive Team:  Those
personnel of Manager, including identified Corp­orate Personnel, who have been
from time to time identified by Manager as members of the Manager
Executive Team.


15.19.                 New Centralized Services:  As defined
in Section 8.3 of this Agreement.


15.20.                 Operating Cost:   Includes all Operating
Costs as defined in Section 1(tt) of the TPA, all costs and expenses otherwise
included as part of the Operating Budget pursuant to Section 4
hereof, all Capital Expenses and Repair and Maintenance Expenses set
forth in Section 6 (except to the
extent, if any, excluded as and if so provided in said Section), and all
Centralized Services pursuant to Section 8.


15.21.                 Operating Plan:  As defined in Section 4.1 of
this Agreement.


15.22.                 Operating Standard:  As defined
in Section 3.1 of this
Agreement.



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15.23.                 Operating Term:  As defined in Section 13.1.1
of this Agreement.


15.24.                 Operating Year:  As defined in Section 4.1 of this Agreement.


15.25.                 Operating Year Financial Statements:  As defined in Section 5.4
of this Agreement.


15.26.                 Party:  As defined in the Preamble to
this Agreement.


15.27.                 RMI:  As defined in the Preamble to
this Agreement.


15.28.                 Substitute Centralized Services:  As defined
in Section 8.3 of this Agreement.


15.29.                 Timeshare Interval Owner:  An individual
or entity which has purchased an ownership interest and/or an occupancy or use
right in the Timeshare Property.  The
term includes all members of the Association, including owners of Whole
Ownership Units, for the purpose, among others, of accounting for payments due
to the Association from such owners.


15.30.                 Timeshare Plan: Includes all Timeshare Units that are not
operated as hotel units; as created by the Timeshare Documents.


15.31.                 Timeshare Property:  As defined
in the Recitals in this Agreement.


15.32.                 Timeshare Property Guest Information:  As defined
in Section 5.1 of this
Agreement.


15.33.                 Timeshare Property Personnel: 
As defined in Section 3.3.5 of this Agreement.


15.34.                 TPA:  As defined in the Recitals in
this Agreement.


15.35.                 Westgate:  As defined in the Recitals in
this Agreement.


15.36.                 Westgate Inventory:  means
(i) Timeshare Unit Vacancies, which
are owned by the Developer from time to time and are unsold, whether or not
submitted to the Timeshare Plan, to the
extent actually made available by Westgate to Manager on a timely basis
for rental in accordance with this Agreement, (ii) Timeshare Units
which are vacant because the party who reserved it did not make a
reservation as required by the Asso­ciation Governing Documents, to the extent
actually made available by Westgate to Manager on a timely basis for rental in
accordance with this Agreement; (iii) Timeshare Units sold but recap­tured
or recovered by Westgate due to owner/purchaser’s default under purchase/­financing
agreements or otherwise, to the extent actually made avail­able by Westgate to
Manager on a timely basis for rental in accordance with this Agree­ment; and
(iv) Whole Ownership Units committed to the Westgate rental program and
actually made available by Westgate to Manager on a timely basis for rental in
accord­ance with this Agreement.


[Remainder
of page left intentionally blank]



 48
 









IN
WITNESS WHEREOF, the Parties
have executed this Agreement as of this day and year first above written


	
   

  	
  OPBIZ, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WESTGATE PLANET HOLLYWOOD

  LAS VEGAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CFI RESORTS MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


The undersigned join in the
foregoing Agreement solely for the purpose of consenting to the provisions of
this Agreement, in their capacities as owner and seller, respectively, of the
Hotel/Casino Property.


	
  PH FEE OWNER, L.L.C.,

  a Delaware limited liability company

  	
  TSP
  OWNER, L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Print:

  	
   

  	
   

  	
  Print:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


Exhibits:


Exhibit
A – Legal Description of Timeshare Property


Exhibit
B – Association Governing Documents


 



 49