| (4) | Interval Acquisition Corp. (“IAC”) is the issuer of the applicable definitive agreements, (1) Starwood will transfer its vacation ownership business and five hotels to Vistana Signature Experiences, Inc., or Vistana, or one or more subsidiaries of ILG, as applicable, after which (2) Starwood will distribute to Starwood stockholders on a pro rata basis all of the issued and outstanding shares of Vistana held by
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Starwood and, immediately after the distribution, (3) a wholly owned subsidiary of ILG will merge with and into Vistana, with Vistana surviving the merger as a wholly-owned subsidiary of ILG. At the close of the proposed transactions, Starwood stockholders will own approximately 55% of ILG common stock and ILG stockholders will own approximately 45% of ILG common stock, in each case, on a fully diluted basis.
In connection with the transaction, Vistana will enter into an 80-year exclusive global license agreement for the use of the Westin® and Sheraton® brands in vacation ownership in addition to the non-exclusive license for the existing St. Regis® and The Luxury Collection® properties. Under the terms of the license agreement, Starwood will receive an annual base royalty fee of $30 million plus 2% of vacation ownership interest sales.
The merger is anticipated to close on or about April 30, 2016, subject to customary closing conditions, including ILG shareholder approval of the share issuance in connection with the merger. The transaction will not require a vote of Starwood's stockholders. Liberty Interactive Corporation and certain ILG executive officers have entered into voting and support agreements in favor of the transaction, representing approximately 31% of ILG's shares outstanding.
Corporate Information
The Issuer was incorporated in Delaware in September 1997. ILG was incorporated as a Delaware corporation in May 2008 in connection with the spin-off of IAC/InterActiveCorp, or IAC, into five separate publicly traded companies. ILG commenced trading on The NASDAQ Stock Market in August 2008 under the symbol "IILG."
The businesses operated by ILG's subsidiaries have extensive operating histories. ILG's Interval International business was founded in 1976, its Aston business traces its roots in lodging back over 60 years, while Aqua was founded in 2001. Trading Places International was founded in 1973, Vacation Resorts International in 1981; and the Hyatt Vacation Ownership business began in 1994. Interval Acquisition Corp.'s and ILG's principal office is located at 6262 Sunset Drive, Miami, Florida 33143 and their phone number is (305) 666-1861.
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THE EXCHANGE OFFER
On April 10, 2015, $350,000,000 principal amount of 5.625% Senior Notes due 2023, the old notes to which the exchange offer applies, were issued by Interval Acquisition Corp. in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The old notes have been fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by ILG and all of the Issuer's existing and future domestic restricted subsidiaries that guarantee its obligations or are borrowers under our senior secured credit facility, which we refer to as the Credit Facility. In connection with the offering of the old notes, the Issuer and ILG agreed to conduct the exchange offer pursuant to the Registration Rights Agreement.
| | | The Exchange Offer
| | The Issuer is offering new 5.625% Senior Notes due 2023 fully(the “Existing ILG Notes”) issued pursuant to that certain Indenture, dated as of April 10, 2015 (the “Existing ILG Indenture”), by and unconditionally guaranteed byamong IAC, as the issuer, ILG, as the parent guarantor, the subsidiary guarantors jointlyparty thereto from time to time and severally,HSBC Bank USA, National Association, as trustee, as amended, supplemented or otherwise modified from time to time. On July 26, 2018, MVW launched (i) an exchange offer (the “ILG Notes Exchange Offer”) for the Existing ILG Notes for the Original 2023 Notes and cash and (ii) a consent solicitation (the “Consent Solicitation”) from the holders of the Existing ILG Notes to certain amendments to the indenture governing the Existing ILG Notes. On September 4, 2018, MVW the settled the ILG Notes Exchange Offer. On September 4, 2018, MORI and ILG issued $88,165,000 in aggregate principal amount of the Original 2023 Notes and paid approximately $881,650 (or $10.00 per $1,000 principal amount of Existing ILG Notes) as a cash payment for the Existing ILG Notes accepted for exchange. Because consents of the holders of a majority of the aggregate principal amount of the Existing ILG Notes were not received |
| in the Consent Solicitation, ILG became aco-issuer of the Original Notes rather than a subsidiary guarantor of the Original Notes. |
On September 14, 2018, IAC commenced an offer to purchase any and all of the Existing ILG Notes for cash equal to 101% of the principal amount of the Existing ILG Notes plus accrued and unpaid interest, if any, to the date of purchase. On October 19, 2018, IAC repurchased the $121,898,000 in aggregate principal amount of Existing ILG Notes tendered for $123,193,166. As of March 31, 2019, $139,937,000 in aggregate principal amount of Existing ILG Notes remained outstanding. The Exchange Offers Original Notes | 5.625% Senior Notes due 2023, CUSIP Nos. 57164P AA4 and U57149 AA1, originally issued on September 4, 2018 in the aggregate principal amount of $88,165,000. |
| 6.500% Senior Notes due 2026, CUSIP Nos. 57164P AC0 and U57149 AB9, originally issued on August 23, 2018 in the aggregate principal amount of $750,000,000. |
New Notes | 5.625% Senior Notes due 2023, the offer and sale of which new notes and guarantees will behave been registered under the Securities Act. |
| 6.500% Senior Notes due 2026, the offer and sale of which have been registered under the Securities Act. |
Background to the Exchange Offers | We are offering to issue New Notes in a registered exchange offer in exchange for a like principal amount, like interest rate and maturity and like denomination of our Original Notes. We are offering to issue these New Notes to satisfy our obligations under registration rights agreements that we entered into with the initial purchasers of the Original 2026 Notes and the dealer managers for the ILG Notes Exchange Offer when we issued the Original Notes in transactions that were exempt from the registration requirements of the Securities Act. You may tender your Original Notes for exchange by following the procedures described under the caption “The Exchange Offers.” |
| The Exchange Offers are only being made for those Original Notes that were issued pursuant to Rule 144A and Regulation S promulgated under the Securities Act and which are identified by the CUSIP numbers identified above. |
Tenders; Expiration Date; Withdrawal | The Exchange Offers will expire at 5:00 p.m., New York City time, on , 2019, which is 20 business days from the date this prospectus is declared effective, unless we extend such date for either Exchange Offer. If you decide to exchange your Original Notes for New Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the New Notes. You may withdraw any Original Notes that you tender for exchange at any time prior to the expiration of the applicable Exchange Offer. If we decide for any reason not to accept any Original Notes you have tendered for exchange, those Original Notes will be returned to you without cost promptly after the expiration or termination of the Exchange Offers. See “The Exchange Offers—Terms of the Exchange Offers” for a more complete description of the tender and withdrawal procedures. |
Accrued Interest on the New Notes and the Original Notes | The New 2023 Notes will bear interest from March 15, 2019. The New 2026 Notes will bear interest from April 15, 2019. |
Conditions to the Exchange Offers | The Exchange Offers are subject to customary conditions, some of which we may waive. See “The Exchange Offers—Conditions” for a description of the conditions. Other than the federal securities laws, we are not subject to federal or state regulatory requirements in connection with the Exchange Offers. |
Certain Federal Income Tax Considerations | The exchange of Original Notes for New Notes in the Exchange Offers will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.” |
2023 Notes Exchange Agent | HSBC Bank USA, National Association is serving as the exchange agent with respect to the 2023 Notes (the “2023 Notes Exchange Agent”). |
2026 Notes Exchange Agent | The Bank of New York Mellon Trust Company, N.A. is serving as the exchange agent with respect to the 2026 Notes (the “2026 Notes Exchange Agent” together with the 2023 Notes Exchange Agent, the “Exchange Agents” and each an “Exchange Agent”). |
Use of Proceeds | We will not receive any proceeds from the Exchange Offers. |
Consequences of Failure to Exchange Your Original Notes | Original Notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those Notes. In general, you may offer or sell your Original Notes only if such offer or sale is registered under, or such Original Notes are offered or sold under an exemption from, the Securities Act and applicable state securities laws. We, however, will have no further obligation to issue Notes in a registered Exchange Offer in exchange for the old notes. | | | To exchange your old notes,Original Notes. If you must properly tender them, and the Issuer must accept them. The Issuer will exchange all old notes that you validly tender and do not validly withdraw. The Issuer will cancel all old notes accepted for exchange and issue registered new notes promptly afterparticipate in the expirationExchange Offers, the liquidity of the exchange offer.
your Original Notes could be adversely affected. |
ResaleConsequences of NewExchanging Your Original Notes
| | Based on interpretations byof the staff of the SEC, set forth in no-action letters issued to third parties, we believe that you may offer for resale, resell or otherwise transfer new notes issuedthe New Notes that we issue in the exchange offerExchange Offers without complying with the registration and prospectus delivery provisions of the Securities Act, if: | | | •
you are not our affiliate within the meaning of Rule 405 of the Securities Act;
| | | •
you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;
| | | •
if you are a broker dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the new notes; and
| | | •
you are acquiring the new notes in the ordinary course of your business.
| | | If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:
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| | | | | •
You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and
| | | •
in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.
| | | This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding old notes, where such outstanding old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution and Selling Restrictions" for more details regarding the transfer of new notes.
| | | Our belief that resales and other transfers of new notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated Issuers in transactions similar to the exchange offer. We cannot assure you that the SEC would take the same position with respect to the exchange offer. If any of the conditions described above is not satisfied, you may not rely on the SEC interpretations and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes. Failure to so comply may result in liability to you under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.
if you: |
acquire the New Notes issued in the Exchange Offers in the ordinary course of your business; Each are not participating, do not intend to participate, and have no arrangement or undertaking with anyone to participate, in the distribution of the New Notes issued to you in the Exchange Offers; and are not an “affiliate” of MORI or ILG as defined in Rule 405 promulgated under the Securities Act. If any of these conditions is not satisfied and you transfer any New Notes issued to you in the Exchange Offers without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur. Any broker-dealer that receives new notesacquires New Notes in the Exchange Offers for its own account in exchange for old notes, where such old notes wereOriginal Notes which it acquired by such broker-dealer as a result ofthrough market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection withwhen it resells or transfers any resale of such new notes. See "Plan of Distribution and Selling Restrictions." | | | Expiration Date
| | The exchange offer will expire at 5:00 p.m., New York City time, on , 2016, unless we extend the expiration date. |
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| | | Withdrawal
| | You may withdraw your tender of old notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in "The Exchange Offer—Withdrawal Rights."
| Procedures for Tendering Old Notes
| | Each holder of old notes that wishes to accept the exchange offer must, before the exchange offer expires:
| | | •
transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the old notes, to the exchange agent;
| | | •
if old notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company, or DTC, to cause to be transmitted to the exchange agent an agent's message indicating, among other things, the holder's agreement to be bound by the letter of transmittal; or
| | | •
comply with the procedures described below under "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."
| | | A holder of old notes that tenders old notes in the exchange offer must represent, among other things, that:
| | | •
the holder is acquiring the new notes in its ordinary course of business;
| | | •
the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes;
| | | •
the holder is not an affiliate of the Issuer or any guarantor;
| | | •
the holder is not acting on behalf of any person who could not truthfully make the foregoing representations; and
| | | •
if such holder is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such new notes.
|
Do not send letters of transmittal, certificates representing old notes or other documents to us or DTC. Send these documents only to the exchange agent at the address or facsimile number given in this prospectus andNew Notes issued in the letterExchange Offers. See “Plan of transmittal.
| | | Special Procedures for Tenders by
Beneficial Owners of Old Notes
| | If: | | | •
you beneficially own old notes;
| | | •
those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and
|
TableDistribution” for a description of Contentsthe prospectus delivery obligations of broker-dealers in the Exchange Offers.
| | | | | •
you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
| Guaranteed Delivery
| | If you hold old notes in certificated form or if you own old notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those old notes, but:
| | | •
the certificates for your old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires; or
| | | •
you cannot complete the procedure for book-entry transfer on time, you may tender your old notes in accordance with the procedures described in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."
| Consequences of Not Exchanging Old
Notes
| | If you do not tender your old notes or we reject your tender, your old notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. Holders of old notes will not be entitled to any further registration rights. See "Risk Factors—Risks Associated with the Exchange Offer—If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer" for further information.
| Appraisal or Dissenters' Rights
| | You do not have any appraisal or dissenters' rights in connection with the exchange offer.
| Conditions
| | The exchange offer is subject to the conditions that:
| | | •
the exchange offer does not violate any applicable law or applicable interpretations of the staff of the SEC;
| | | •
no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the exchange offer and no material adverse development shall have occurred with respect to the Issuer; and
| | | •
all governmental approvals shall have been obtained that the Issuer deems necessary for the consummation of the exchange offer.
| Use of Proceeds
| | We will not receive any proceeds from the exchange offer or the issuance of the new notes. See "Use of Proceeds."
|
TableSummary Terms of Contentsthe New Notes
| | | Acceptance of Old Notes and Delivery
of New Notes
| | The Issuer will accept for exchange any and all old notes properly tendered prior to the expiration of the exchange offer. The Issuer and the guarantors will complete the exchange offer and the Issuer will issue the new notes promptly after the expiration date. | Exchange Agent
| | HSBC Bank USA, National Association is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under "The Exchange Offer—Exchange Agent" and in the letter of transmittal.
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THE NEW NOTES
The form and terms of the new notes will beNew Notes we are issuing in the Exchange Offers and the terms of the Original Notes of the same series are identical in all material respects, except:
the offer and sale of the New Notes in the Exchange Offers have been registered under the Securities Act; the New Notes will not contain transfer restrictions and registration rights that relate to the formOriginal Notes; and the New Notes will not contain provisions relating to the payment of additional interest to be made to the holders of the Original Notes under circumstances related to the timing of the Exchange Offers. A brief description of the material terms of the old notes, except that the new notes:New Notes follows: Issuers | | Marriott Ownership Resorts, Inc. and ILG, LLC |
Parent Guarantor | | •
will have been registered under the Securities Act;
Marriott Vacations Worldwide Corporation |
Notes Offered | | •
will not bear restrictive legends restricting their transfer under the Securities Act;
| | | •
will not entitle holders to the registration rights that apply to the old notes; and
| | | •
will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.
|
The new notes will represent the same debt as the old notes and will be governed by the same indenture, which is governed by New York law and is referred to in this prospectus as the indenture. In this section of the prospectus, under the heading "The New Notes," the term "notes" refers to both the new notes and the old notes.
| | | Issuer
| | Interval Acquisition Corp., a Delaware corporation | Notes Offered
| | $350,000,00088,165,000 aggregate principal amount of 5.625% Senior Notes due 2023 and $750,000,000 aggregate principal amount of 6.500% Senior Notes due 2026. |
Maturity Date | | The New 2023 Notes will mature on April 15, 2023 and the New 2026 Notes will mature on September 15, 2026. |
Interest Payment Dates | | Annual rate: 5.625%
| | | Interest will be payable in cash onWith respect to the New 2023 Notes, April 15 and October 15 of each year, beginning on October 15, 2016.
2019. |
| With respect to the New 2026 Notes, March 15 and September 15 of each year, beginning on September 15, 2019. |
Form and Terms | The form and terms of the New Notes will be the same as the form and terms of the Original Notes except that: |
the offer and sale of the New Notes have been registered under the Securities Act and, therefore, the New Notes will not bear legends restricting their transfer; and you will not be entitled to any exchange or registration rights with respect to the New Notes and the New Notes will not provide for additional interest in connection with registration defaults. | The New Notes of a series will evidence the same debt as the Original Notes of the same series. They will be entitled to the benefits of the indenture governing the Original Notes of the same series and will be treated under the applicable indenture as a single class with the Original Notes of the same series. |
Guarantees | The New Notes will be guaranteed on a senior unsecured basis (the “Note Guarantees”) by MVW and all of MVW’s subsidiaries that guarantee the Credit Facilities and, in the future, by each of MVW’s subsidiaries (other than receivables subsidiaries or foreign subsidiaries) that becomes a borrower or a guarantor under a credit facility or other capital markets debt securities of the Issuers or any guarantor of the Notes. |
| Under certain circumstances, subsidiary guarantors may be released from their note guarantees without the consent of the holders of the Notes. See “Description of 2023 Notes—Note Guarantees” and ““Description of 2026 Notes—Note Guarantees.” |
Ranking | The New Notes and the Note Guarantees will be the Issuers’ and the Guarantors’ senior unsecured obligations, respectively, and will: |
| • | | The old notes are, and the new notes will be, guaranteed, jointly and severally, by the guarantors.
| Ranking
| | The old notes are, and the new notes will be, the Issuer's senior unsecured obligations, ranking:
| | | •
equallyrankpari passu in right of payment with all of the Issuer'sIssuers’ and the Guarantors’ existing and future senior debt;
| | | •
senior in right of payment to all of the Issuer's existing and future subordinated debt;
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| | | | | •
structurally subordinated to any existing and future obligationsindebtedness (including trade payables) of any subsidiaries of the Issuer that are not guarantors; and
| | | •
effectively junior to secured obligations of the Issuer (including amounts outstandingborrowings under the Credit Facility)Facilities, the Existing ILG Notes and the Convertible Notes (with respect to the extent of the value of the assets securing such subordinated indebtedness.MVW only));
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Each guarantor's guarantee be senior in right of payment to any existing and future subordinated indebtedness of the old notes is,Issuers and the new notes will be, that guarantor's unsecured obligation, ranking:Guarantors; | | | | | •
equally in right of payment with all existing and future senior debt of such guarantor;
| | | •
senior in right of paymentbe effectively junior to all existing and future subordinated debt of the guarantors; and
| | | •
effectively junior to secured obligations of such guarantor (including the secured guarantee by such guarantor of our obligations under the Credit Facility) to the extent of the value of the assets securing such obligations.
|
The assets of the Issuer'sIssuers’ and the Guarantors’ existing and future secured indebtedness (including the Credit Facilities) to the extent of the value of the collateral securing such indebtedness; and
be structurally subordinated to any existing and future obligations of any of MVW’s subsidiaries that are not guarantorsGuarantors of the notes will be subject to the prior claims of all creditors, including trade creditors, of those non-guarantor subsidiaries.New Notes. | | | | | As of DecemberMarch 31, 2015: | | | •
the Issuer and its subsidiaries had $425.0 million principal amount of indebtedness on a consolidated basis, consisting of:
| | | •
$350.0 million principal amount of the notes, and
| | | •
$75.0 million principal amount of secured debt;
| | | •
an additional $516.4 million was available for borrowing on a secured basis under our senior secured credit facilities, excluding letters of credit totaling approximately $8.6 million, which borrowings and related guarantees would be secured.
2019: |
we had approximately $3,955 million of total gross indebtedness. Our non-guarantor subsidiaries accounted for $90.7 million or 13.0% of our total revenues forindebtedness, we had approximately $973 million of gross secured indebtedness (excluding (i) $4 million of outstanding letters of credit under the fiscal year ended December 31, 2015Credit Facilities and approximately $102.1 million, or 16.6% of our total revenues for(ii) non-recourse, securitized debt, including any borrowings under the year ended December 31, 2014MVW Warehouse Credit Facility) to which the Notes are effectively subordinated; and accounted for $237.4 million or 18.6% of our total assets and approximately $50.6 million or 6.2% of our total liabilities as of December 31, 2015. we had commitments available to be borrowed under the Credit Facilities of $521 million (after giving effect to $4 million of outstanding letters of credit). | | | Optional Redemption | | On or after April 15, 2018,The New 2023 Notes will be redeemable at the Issuer may redeemoption of the notes,Issuers, in whole or in part, at any time, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. |
| The New 2026 Notes will be redeemable at the option of the Issuers, in whole or in part, at any time on or after September 15, 2021, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. |
| At any time prior to September 15, 2021, the Issuers may redeem up to 40% of the original principal amount of the New 2026 Notes with the proceeds of certain equity offerings at a redemption price equal to 104.219%of 106.500% of the principal amount of the notes in 2018 decreasing annuallyNew 2026 Notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. |
| At any time prior to September 15, 2021, the Issuers may also redeem some or all of the New 2026 Notes at a price equal to 100% of the principal amount of the notes in 2021, in each caseNew 2026 Notes, plus a “make-whole premium,” together with accrued and unpaid interest, as set forth under "Descriptionif any, to, but not including, the date of redemption. |
| See “Description of the 2023 Notes—Optional Redemption." |
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| | | | | Prior to April 15, 2018, the Issuer may redeem all or a portionRedemption” and “Description of the notes at 100%2026 Notes—Optional Redemption.”
|
Offer to Purchase | If a “Change of Control” (as defined in “Description of the principal amount2023 Notes” or “Description of the notes, plus a "make-whole" premium, plus accrued and unpaid interest2026 Notes,” as set for under "Description of Notes—Optional Redemption." | | | In addition, priorapplicable) occurs, the Issuers will be required, unless the Issuers have exercised their option to April 15, 2018,redeem the Issuer2023 Notes or 2026 Notes, as the case may redeem upbe, to 35% ofoffer to purchase the principal amount of the notes2023 Notes or 2026 Notes, as applicable at a redemptionpurchase price of 105.625%, using the net cash proceeds of certain public equity offerings, plus accrued and unpaid interest.
| Change of Control; Asset Sales
| | If a change of control occurs, holders of notes will have the rightequal to require the Issuer to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.date of purchase. See "Description“Description of the 2023 Notes—Repurchase at the Option of Holders Upon a Change of Control” and “Description of the 2026 Notes—Repurchase at the Option of Holders Upon a Change of Control."
” |
| | If the IssuerMVW or itsany of our restricted subsidiaries sell assets, under certain assets and do not applycircumstances, the Issuers will be required to use the net proceeds in compliance withthereof to offer to purchase the indenture, holders of notes will have2023 Notes and the right to require the Issuer to repurchase their notes2026 Notes, each at a price equal to 100% of theirthe principal amount of such series of Notes, plus accrued and unpaid interest, if any, to, but not including, the repurchase date. See "Description“Description of the 2023 Notes—Certain Covenants—Limitation on Asset Sales." | Certain Covenants
| | The termsSales” and “Description of the notes and indenture restrict2026 Notes—Certain Covenants—Limitation on Asset Sales.”
|
Certain Covenants | The indentures governing the Issuer's ability andNew Notes contain certain covenants, which among other things, limit the ability of the Issuer's existingMVW and futureour restricted subsidiaries to: |
incur additional indebtedness; pay dividends or make other restricted payments; make loans and investments; enter into affiliate transactions; enter into certain sale and leaseback transactions; enter into agreements restricting MVW’s subsidiaries’ ability to pay dividends; and merge, consolidate or amalgamate or sell all or substantially all of their property. | | •
incur additional indebtedness;
| | | •
pay dividends or make distributions or redeem stock;
| | | •
make certain investments;
| | | •
create liens;
| | | •
merge or consolidate with another company or transfer or sell assets;
| | | •
enter into restrictions affecting the abilityThe covenants are subject to a number of important exceptions and qualifications. See “Description of the Issuer's2023 Notes—Certain Covenants” and “Description of the 2026 Notes—Certain Covenants.” In addition, most of these covenants will not apply to MVW and our restricted subsidiaries to make distributions, loans or advances to us or other restricted subsidiaries;during any period in which the New Notes are rated investment grade by both Moody’s and
Standard & Poor’s. |
Trustee for the New 2023 Notes | | •
engage in transactions with affiliates.
HSBC Bank USA, National Association |
These covenants are subject to important limitations and exceptions. See "Description of Notes—Certain Covenants." During Trustee for the New 2026 Notes | The Bank of New York Mellon Trust Company, N.A. |
Governing Law | The Notes, the Note Guarantees and the indentures governing the New Notes will be governed by, and construed in accordance with, the laws of the State of New York. |
Absence of Established Markets for the New Notes | The New Notes are new issuances of securities for which there is currently no market. We do not intend to apply for the New Notes to be listed on any securities exchange or to arrange for any quotation system to quote them. Accordingly, we cannot assure you that liquid markets will develop or be maintained. |
Risk Factors | See “Risk Factors” and other information included and incorporated by reference in this prospectus for a discussion of risks associated with an investment in the New Notes, whichshould be carefully considered before deciding to continue your investment in the Notes or to tender your Original Notes in exchange for the New Notes. |
For more complete information about the time, if any, that the notes are rated investment grade by both Standard & Poor's Ratings Services and Moody's Investors Service, Inc. and certain other conditions are met, manyNew Notes, see “Description of the restrictive covenants contained in the indenture governing the notes will cease to be in effect. See "Description of Notes—Covenant Suspension."
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Summary Historical Consolidated Financial2023 Notes” and Other Data
The following table sets forth summary historical consolidated financial information of ILG and its subsidiaries, including the Issuer. The summary historical consolidated financial data for the years ended December 31, 2015, 2014 and 2013 and as of December 31, 2015 and 2014 is derived from ILG's audited consolidated financial statements and related notes. The summary historical financial data below should be read in conjunction with the consolidated financial statements that are incorporated by reference in this document and their accompanying notes. See "Available Information." The historical financial data presented below are not necessarily indicative“Description of the results to be expected for any future period.2026 Notes.”
| | | | | | | | | | |
| | Year Ended December 31, | |
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| | 2015 | | 2014 | | 2013 | |
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| | (In thousands, except per share data)
| |
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Statement of Income Data | | | | | | | | | | | Revenue | | $ | 697,436 | | $ | 614,373 | | $ | 501,215 | | Operating income | | | 128,144 | | | 127,094 | | | 132,745 | | Net income attributable to common stockholders | | | 73,315 | | | 78,930 | | | 81,217 | | Adjusted net income(1) | | | 76,419 | | | 80,346 | | | 81,467 | | EBITDA(1) | | | 166,088 | | | 158,731 | | | 155,103 | | Adjusted EBITDA(1) | | | 184,888 | | | 172,705 | | | 166,243 | | Earnings per share | | | | | | | | | | | Basic | | $ | 1.28 | | $ | 1.38 | | $ | 1.42 | | Diluted | | | 1.26 | | | 1.36 | | | 1.40 | | Adjusted earnings per share(1) | | | | | | | | | | | Basic | | $ | 1.33 | | $ | 1.40 | | $ | 1.42 | | Diluted | | | 1.32 | | | 1.39 | | | 1.41 | | Dividends declared | | | | | | | | | | | Dividends declared per share of common stock | | $ | 0.48 | | $ | 0.44 | | $ | 0.33 | |
| | | | | | | |
| | December 31, | |
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| | 2015 | | 2014 | |
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| | (In thousands)
| |
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Balance Sheet Data | | | | | | | | Total assets(2) | | $ | 1,279,107 | | $ | 1,324,002 | | Long-term debt, net of current portion(2) | | | 415,700 | | | 484,383 | | ILG stockholders' equity | | | 431,993 | | | 384,043 | | Noncontrolling interest | | | 33,418 | | | 36,305 | |
Operating Statistics:
| | | | | | | | | | |
| | Year Ended December 31, | |
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| | 2015 | | 2014 | | 2013 | |
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Exchange and Rental | | | | | | | | | | | Total active members (000's)(3) | | | 1,811 | | | 1,799 | | | 1,815 | | Average revenue per member(4) | | $ | 178.76 | | $ | 180.55 | | $ | 187.13 | | Available room nights (000's)(5) | | | 3,054 | | | 3,095 | | | 1,537 | | RevPAR(6) | | $ | 119.70 | | $ | 106.97 | | $ | 132.57 | | Vacation Ownership | | | | | | | | | | | Contract sales (000's)(7) | | $ | 99,774 | | $ | 26,173 | | | — | | Average transaction price(8) | | $ | 34,169 | | $ | 34,438 | | | — | | Volume per guest(9) | | $ | 3,554 | | $ | 3,581 | | | — | |
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Additional Data:
| | | | | | | | | | |
| | Year Ended December 31, | |
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| | 2015 | | 2014 | | 2013 | |
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| | (Dollar amounts in thousands)
| |
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Exchange and Rental | | | | | | | | | | | Transaction revenue(10) | | $ | 192,202 | | $ | 193,206 | | $ | 198,933 | | Membership fee revenue(11) | | | 126,234 | | | 127,396 | | | 135,198 | | Ancillary member revenue(12) | | | 5,577 | | | 6,649 | | | 6,852 | | | | | | | | | | | | | | Total member revenue | | | 324,013 | | | 327,251 | | | 340,983 | | Other revenue(13) | | | 32,636 | | | 25,262 | | | 24,024 | | Rental management revenue | | | 50,384 | | | 48,148 | | | 29,956 | | Pass-through revenue(14) | | | 94,311 | | | 82,729 | | | 47,426 | | | | | | | | | | | | | | Total Exchange & Rental revenue | | $ | 501,344 | | $ | 483,390 | | $ | 442,389 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exchange and Rental gross margin | | | 61.1 | % | | 62.0 | % | | 67.1 | % | Exchange and Rental gross margin without pass-through | | | 75.3 | % | | 74.8 | % | | 75.2 | % | Vacation Ownership | | | | | | | | | | | Management fee revenue | | $ | 99,566 | | $ | 92,017 | | $ | 41,595 | | Sales and financing revenue | | | 39,041 | | | 9,478 | | | — | | Pass-through revenue(14) | | | 57,485 | | | 29,488 | | | 17,231 | | | | | | | | | | | | | | Total Vacation Ownership revenue | | $ | 196,092 | | $ | 130,983 | | $ | 58,826 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vacation Ownership gross margin | | | 37.9 | % | | 38.5 | % | | 42.3 | % | Vacation Ownership gross margin without pass-through | | | 53.6 | % | | 49.6 | % | | 59.8 | % |
(1)Adjusted net income is defined as net income attributable to common stockholders, excluding the impact of (a) acquisition related and restructuring costs, (b) other non-operating foreign currency remeasurements, and (c) other special items. Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in 2014 and (3) the settlement of a certain legal proceeding in 2015.
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Below is a reconciliation of adjusted net income for the periods presented:
| | | | | | | | | | |
| | Year Ended December 31, | |
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| | 2015 | | 2014 | | 2013 | |
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| | (In thousands)
| |
|---|
Net income attributable to common stockholders | | $ | 73,315 | | $ | 78,930 | | $ | 81,217 | | Prior period item | | | — | | | — | | | (3,496 | ) | Acquisition related and restructuring costs | | | 7,585 | | | 7,058 | | | 4,467 | | Other non-operating foreign currency remeasurements | | | (3,768 | ) | | (2,303 | ) | | (589 | ) | Impact of purchase accounting | | | 1,150 | | | 1,527 | | | — | | Other special items(a) | | | 153 | | | (3,962 | ) | | — | | Income tax impact on adjusting items(b) | | | (2,016 | ) | | (904 | ) | | (132 | ) | | | | | | | | | | | | | Adjusted net income | | $ | 76,419 | | $ | 80,346 | | $ | 81,467 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnings per share attributable to common stockholders: | | | | | | | | | | | Basic | | $ | 1.28 | | $ | 1.38 | | $ | 1.42 | | Diluted | | $ | 1.26 | | $ | 1.36 | | $ | 1.40 | | Adjusted earnings per share: | | | | | | | | | | | Basic | | $ | 1.33 | | $ | 1.40 | | $ | 1.42 | | Diluted | | $ | 1.32 | | $ | 1.39 | | $ | 1.41 | | Weighted average number of common stock outstanding: | | | | | | | | | | | Basic | | | 57,400 | | | 57,343 | | | 57,243 | | Diluted | | | 57,989 | | | 57,953 | | | 57,832 | |
(a)Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013 and (2) the settlement of a certain legal proceeding in the second quarter of 2015.
(b)Tax rate utilized is the applicable effective tax rate for the period to the extent amounts are deductible.
"Adjusted EBITDA" is defined as net income attributable to common stockholders excluding, without duplication, if applicable: (a) non-operating interest income and interest expense, (b) income taxes, (c) depreciation expense, (d) amortization expense of intangibles, (e) non-cash compensation expense, (f) goodwill and asset impairments, (g) acquisition related and restructuring costs, (h) other non-operating income and expense, (i) the impact of the application of purchase accounting, (j) the deferral adjustment associated with percentage of completion accounting guidelines reflecting its impact on GAAP revenues and expenses, and (k) other special items described in footnote (a) below.
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ILG's presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Below is a reconciliation of Adjusted EBITDA for the periods presented:
| | | | | | | | | | |
| | Year Ended December 31, | |
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| | 2015 | | 2014 | | 2013 | |
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| | (Dollar amounts in thousands)
| |
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Adjusted EBITDA | | $ | 184,888 | | $ | 172,705 | | $ | 166,243 | | Non-cash compensation expense | | | (13,470 | ) | | (11,363 | ) | | (10,428 | ) | Other non-operating income (expense), net | | | 3,558 | | | 2,012 | | | 259 | | Acquisition related and restructuring costs | | | (7,585 | ) | | (7,058 | ) | | (4,467 | ) | Impact of purchase accounting | | | (1,150 | ) | | (1,527 | ) | | — | | Other special items(a) | | | (153 | ) | | 3,962 | | | — | | Prior period item | | | — | | | — | | | 3,496 | | | | | | | | | | | | | | EBITDA | | | 166,088 | | | 158,731 | | | 155,103 | | Amortization expense of intangibles | | | (13,954 | ) | | (12,301 | ) | | (8,133 | ) | Depreciation expense | | | (17,449 | ) | | (15,712 | ) | | (14,531 | ) | Less: Net income attributable to noncontrolling interests | | | 1,933 | | | 3,018 | | | 565 | | Equity in earnings from unconsolidated entities | | | (4,916 | ) | | (4,630 | ) | | — | | Less: Other non-operating income (expense), net | | | (3,558 | ) | | (2,012 | ) | | (259 | ) | | | | | | | | | | | | | Operating income | | | 128,144 | | | 127,094 | | | 132,745 | | Interest income | | | 1,118 | | | 412 | | | 362 | | Interest expense | | | (21,401 | ) | | (7,149 | ) | | (6,172 | ) | Other non-operating income, net | | | 3,558 | | | 2,012 | | | 259 | | Equity in earnings from unconsolidated entities | | | 4,916 | | | 4,630 | | | — | | Income tax provision | | | (41,087 | ) | | (45,051 | ) | | (45,412 | ) | | | | | | | | | | | | | Net income | | | 75,248 | | | 81,948 | | | 81,782 | | Net income attributable to noncontrolling interests | | | (1,933 | ) | | (3,018 | ) | | (565 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to common stockholders | | $ | 73,315 | | $ | 78,930 | | $ | 81,217 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in the fourth quarter of 2014 and (3) the settlement of a certain legal proceeding in the second quarter of 2015.
Adjusted earnings per share is defined as adjusted net income divided by the weighted average number of shares of common stock outstanding during the period for basic EPS and, additionally, inclusive of dilutive securities for diluted EPS. The reconciliation of adjusted earnings per share for the periods presented is included above.
(2)Unamortized debt issuance costs are presented as a reduction of long-term debt in the consolidated balance sheets, pursuant to ASC 2015-03, as discussed in Note 2 to our financial statements, which are incorporated by reference herein. Other non-current assets and long-term debt, presented above, as of December 31, 2014 and prior, has been retrospectively adjusted to effectuate the adoption of this ASU as described above.
(3)Represents active members of the Interval Network as of the end of the period. Active members are members in good standing that have paid membership fees and any other applicable charges in full as of the end of the period or are within the allowed grace period. All Hyatt Residence Club members are also members of the Interval Network.
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(4)Represents membership fee revenue, transaction revenue and ancillary member revenue for the Interval Network and Hyatt Residence Club for the applicable period divided by the monthly weighted average number of active members during the applicable period. Hyatt Residence Club revenue is included herein only since its acquisition date on October 1, 2014.
(5)Available Room Nights is the number of nights available at Aqua-Aston managed vacation properties during the period, which excludes all rooms under renovation. Aqua available room nights included herein are only since its acquisition in December 2013.
(6)Represents Gross Lodging Revenue divided by Available Room Nights during the period. Gross Lodging Revenue is total room revenue collected from all Aqua-Aston-managed occupied rooms during the period. Aqua occupied room nights included herein are only since its acquisition in December 2013.
(7)Represents total vacation ownership interests sold at consolidated and unconsolidated projects pursuant to purchase agreements, net of actual cancellations and rescissions, where we have met a minimum threshold amounting to a 10% down payment of the contract purchase price during the period. Contract Sales included herein are only since HVO's October 1, 2014 acquisition.
(8)Represents Contract Sales divided by the net number of transactions during the period subsequent to the HVO acquisition October 1, 2014.
(9)Represents Contract Sales divided by the total number of tours during the period subsequent to the HVO acquisition on October 1, 2014.
(10)Represents Interval Network and Hyatt Residence Club transactional and service fees paid primarily for exchanges, Getaways, reservation servicing, and related transactions. Hyatt Residence Club revenue is included herein only since its acquisition date on October 1, 2014.
(11)Represents fees paid for membership in the Interval Network and Hyatt Residence Club.
(12)Includes revenue related to insurance and travel-related services provided to Interval Network members.
(13)Includes revenue related primarily to exchange and rental transaction activity and membership programs outside of the Interval Network and Hyatt Residence Club, sales of marketing materials primarily for point-of-sale developer use, and certain financial services-related fee income.
(14)Represents the compensation and other employee-related costs directly associated with managing properties that are included in both revenue and expenses and that are passed on to the property owners or homeowners associations without mark-up. Pass-through revenue of the Vacation Ownership segment also includes reimbursement of sales and marketing expenses, without mark-up, pursuant to contractual arrangements. Management believes presenting gross margin without these expenses provides management and investors a relevant period-over-period comparison.
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RISK FACTORS
The New Notes, like the Original Notes, entail the following risks. You should carefully consider the followingthese risk factors, together withas well as the other information contained orand incorporated by reference in this prospectus, including the section titled “Risk Factors” in the Annual Report, before making a decision to continue your investment in the Notes or to tender your Original Notes in exchange for the New Notes. The risk factors discussedset forth below add to and update certain of the risk factors set forth in Part I, Item 1A—Risk Factors,the Annual Report. In this prospectus, when we refer to “Notes,” we are referring to both the Original Notes and the New Notes. Any of the following risks and those in ILG's annual report on Form 10-K for the year ended December 31, 2015. Thedocuments incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations. However, the risks described below and in the documents incorporated by reference herein are not the only risks that ILG currently faces or will face after the exchange offer.facing us. Additional risks and uncertainties not currently known to us or that arethose we currently expectedview to be immaterial may also materially and adversely affect ILG'sour business, financial condition or results of operations or the price of ILG common stock following the exchange offer. If any of the following risks and uncertainties develops into actual events, these events could haveoperations. In such a material adverse effect on ILG's business, financial condition or results of operations after the exchange offer. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
Risks Relating to the Exchange Offer
We have substantial debt and interest payment obligations that may restrict our future operations and impair our ability to meet our obligations.
We and our consolidated subsidiaries have substantial indebtedness and, as a result, significant debt service obligations. As of December 31, 2015,case, we have $425 million of total indebtedness outstanding and an additional $516.4 (net of any outstanding letters of credit) is available for future borrowings as secured indebtedness under the Credit Facility. Our level of debt and these significant demands on our cash resources could have material consequences to our business, including, but not limited to:
•making it more difficult for us to satisfy our financial obligations;
•limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, research and development efforts, acquisitions, investments and other general corporate obligations;
•reducing the availability of our cash flow to fund our working capital requirements, capital expenditures, research and development, acquisitions, investments and other general corporate requirements because we will be required to use a substantial portion of our cash flow to service our debt obligations;
•increasing our vulnerability to general economic downturns and adverse competitive and industry conditions;
•increasing our exposure to interest rate increases because a portion of our borrowings is and will be at variable interest rates;
•limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and
•placing us at a competitive disadvantage to competitors that have less debt.
We may not be able to generate sufficient cashmake payments of principal and interest on the Notes, and you may lose all or part of your original investment.
Risks Related to serviceOur Indebtedness, the Exchange Offers and the New Notes MVW has significant indebtedness, which could adversely affect our business, financial condition and results of operations, including by decreasing our business flexibility, as well as our ability to meet payment obligations under the Notes and our other indebtedness. As of March 31, 2019, MVW had approximately $3,955 million of total gross indebtedness. In the future, MVW could increase the amount available for borrowing under the Credit Facilities by up to an amount equal to (i) the greater of $750 million and 100% of MVW’s Consolidated EBITDA (as defined in the Credit Facilities) plus (ii) voluntary prepayments of loans and voluntary permanent commitment reductions under the Credit Facilities and certain other reductions of debt plus (iii) additional amounts as long as the incurrence of such additional amounts would not exceed certain leverage ratios, in each case subject to securing additional commitments and certain other conditions. The indentures that govern the Notes and the agreements governing the Credit Facilities and MVW’s other indebtedness impose significant operating and financial restrictions, which among other things limit the ability of MVW and certain of our subsidiaries to incur debt, pay dividends and make other restricted payments, make loans and investments, incur liens, sell assets, enter into affiliate transactions, enter into agreements restricting certain subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all of their assets. These covenants and restrictions limit how MVW’s business is conducted. In addition, MVW is required to maintain a specified leverage ratio under the terms of the credit agreement that governs the Credit Facilities. The terms of any future indebtedness MVW may incur could include more restrictive covenants. MVW may not be able to maintain compliance with these covenants and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants. MVW’s failure to comply with the restrictive covenants described above as well as others contained in our debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in MVW being required to repay such indebtedness includingbefore its due date or to have to negotiate amendments to or waivers thereof, which may have unfavorable terms or result in the notes.incurrence of additional fees and expenses. OurThe Existing ILG Indenture imposes operating and financial restrictions, which among other things limit the ability of MVW, ILG and certain of ILG’s subsidiaries to incur debt, pay dividends and make other restricted payments, make loans and investments, incur liens, sell assets, enter into affiliate transactions, enter into agreements restricting certain subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all of their assets. These covenants and restrictions limit how MVW, ILG and ILG’s subsidiaries can interact with the rest of MVW.
The ability of MVW to make scheduled cash payments on and to refinance our indebtedness, including the notes, dependsNotes, the Credit Facilities and the Existing ILG Notes, and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future, which, will be affected byto a significant extent, is subject to general economic, financial, competitive, businesslegislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Credit Facility in amounts sufficient to enable us to service our debt obligations, pay our indebtedness, including the notes at maturity or otherwise, or to fund our other liquidity needs. If we are unable to
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meet our debt obligations or to fund our other liquidity needs, we may need to restructure or refinance our indebtedness, including the notes. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:
•our financial condition at the time;
•restrictions in agreements governing our indebtedness, including the indenture governing the notes offered hereby and the credit agreement governing the Credit Facility; and
•other factors, including financial market or industry conditions.
Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. As a result, it may be difficult for us to obtain financing on terms that are acceptable to us, or at all. Without this financing, we could be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. The terms of the Credit Facility and the indenture governing the notes limit our ability to sell assets and also restrict the use of proceeds from such a sale. Moreover, substantially all of our assets have been pledged to secure repayment of our indebtedness under the Credit Facility. In addition, weMVW may not be able to sell assets quickly enough or formaintain a sufficient amountslevel of cash flow from operating activities to enablepermit us to meetpay the principal, premium, if any, and interest on the Notes or our other indebtedness.
MVW’s level of debt, together with the covenants included in the agreements governing such indebtedness, among other things: requires MVW to dedicate a large portion of our cash flow from operations to servicing and repayment of debt; reduces funds available for strategic initiatives and opportunities, dividends, share repurchases, working capital and other general corporate needs; limits MVW’s ability to incur certain kinds or amounts of additional indebtedness, which could restrict MVW’s flexibility to react to changes in MVW’s business, industry and economic conditions and increase borrowing costs; creates competitive disadvantages relative to other companies with lower debt levels; and increases our vulnerability to the impact of adverse economic and industry conditions. In addition, MVW’s credit ratings will impact the cost and availability of future borrowings and, accordingly, MVW’s cost of capital. Downgrades in MVW’s ratings could adversely affect MVW’s businesses, cash flows, financial condition, operating results and share and debt prices, as well as our obligations including our obligations on the notes.with respect to MVW’s capital efficient inventory acquisitions. Despite our substantialcurrent levels of indebtedness, weincluding indebtedness entered into in connection with the Transactions, MVW may still be able or obligated to incur substantially more debt whichdebt. This could intensifyexacerbate further the risks described above.associated with our leverage. Although the terms of the Credit FacilityMVW and the indenture governing the notes contain restrictions on the incurrence ofour subsidiaries may incur substantial additional indebtedness these restrictions are subject to a number of important exceptions, and indebtedness incurred in compliance with these exceptions could be substantial.the future, including secured indebtedness. As of DecemberMarch 31, 2015, we have2019, MVW had approximately $516.4$3,955 million net of anytotal gross indebtedness outstanding, including $973 million of gross secured indebtedness (excluding (i) $4 million of outstanding letters of credit available for additional revolving creditunder the Credit Facilities and(ii) non-recourse, securitized debt, including any borrowings under the MVW Warehouse Credit Facility. See "DescriptionFacility) and an additional $521 million available for borrowing under MVW’s $600 million Revolving Credit Facility (after giving effect to $4 million of Certain Indebtedness" in our Annual Report on Form 10-Koutstanding letters of credit). In the future, MVW could increase the amount available for borrowing under the fiscal year ended December 31, 2015. ToCredit Facilities by up to an amount equal to (i) the extent we incur additional indebtedness, the risks discussed above will increase.
Restrictive covenantsgreater of $750 million and 100% of MVW’s Consolidated EBITDA (as defined in the documents governing our indebtedness may prevent us from pursuing business activities that could otherwise improve our resultsCredit Facilities) plus (ii) voluntary prepayments of operations.
The terms ofloans and voluntary permanent commitment reductions under the Credit FacilityFacilities and certain other reductions of debt plus (iii) additional amounts as long as the incurrence of such additional amounts would not exceed certain leverage ratios, in each case subject to securing additional commitments and certain other conditions.
Although the indentures that govern the Notes and the indenture governingcredit agreement that governs the notesCredit Facilities limit ourMVW’s ability and the ability of our present and future subsidiaries to among other things: •- incur additional
indebtedness;
•pay dividends or make distributions or redeem or repurchase stock;
•make certain investments;
•create liens;
•merge or consolidate with another company or transferindebtedness, the terms of such agreements and sell assets; and
•engage in transactions with affiliates.
instruments permit MVW to incur significant additional indebtedness. In addition, the credit agreement requires usindentures allow MVW to maintain complianceissue additional Notes under certain circumstances, which will also be guaranteed by the Guarantors that guarantee the Notes. Furthermore, such agreements and instruments will not prohibit MVW from incurring obligations that do not constitute indebtedness as defined therein. To the extent that MVW and our subsidiaries incur additional indebtedness or such other obligations, the risks associated with certain financial covenants. You should readour substantial indebtedness described above, including our potential inability to service our debt, will increase. Repayment of the discussions underIssuers’ debt, including the headings "DescriptionNotes, is dependent on cash flow generated by the Issuers’ subsidiaries. A significant portion of Certain Indebtedness" inthe assets of MVW are owned by, and a significant portion of our Annual Reportoperations are conducted by, our subsidiaries, including subsidiaries of the Issuers. Accordingly, repayment of the Issuers’ indebtedness, including the Notes, is dependent, to a significant extent, on Form 10-Kthe generation of cash flow by the Issuers’ subsidiaries and their ability to make such cash available to the Issuers, by dividend, debt repayment or otherwise. Unless they are guarantors of the Notes, these subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for the fiscal year ended December 31, 2015 and "Description of Notes—Certain Covenants" for further information about these covenants.
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Wethat purpose. The Issuers’ subsidiaries may not be able to, satisfy these covenantsor may not be permitted to, make distributions to enable the Issuers to make payments in respect of their indebtedness, including the futureNotes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Issuers’ ability to obtain cash from such subsidiaries. In the event that the Issuers do not receive distributions from their subsidiaries or payments from MVW or our other subsidiaries, the Issuers may be ableunable to pursuemake required principal and interest payments on their indebtedness, including the Notes.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our strategies withindebt service obligations to increase significantly. Borrowings under the constraintsCredit Facilities are at variable rates of these covenants. A breach of a covenant containedinterest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all loans are fully drawn, each quarter point change in one debt instrument couldinterest rates would result in an eventa $2 million change in annual interest expense on our indebtedness under the Credit Facilities. We may enter into interest rate swaps that involve the exchange of default under one or morefloating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our other debt instruments.variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. The notes and the guaranteesNotes are effectively subordinated to our debt. The notes and the guarantees are general, unsecured obligations of the guarantors and are effectively subordinated in right of payment to all of theany secured indebtedness of the guarantorsIssuers or the Guarantors to the extent of the value of the property securing that indebtedness.
The Notes are not secured by any of the Issuers’ or the Guarantors’ assets. As a result, the Notes and the Note Guarantees are effectively subordinated to any of the Issuers’ and the guarantors’ secured indebtedness, including the Credit Facilities, with respect to the assets that secure that indebtedness. The effect of this subordination is that upon a default in payment on, or the acceleration of, any current or future secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of the Issuers or the Guarantors, the proceeds from the sale of assets securing such secured indebtedness will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been paid in full. As a result, the holders of the Notes may receive less, ratably, than the holders of secured debt in the event of the Issuers’ or the Guarantors’ bankruptcy, insolvency, liquidation, dissolution or reorganization. Claims of holders of the Notes are structurally subordinated to claims of creditors of the Issuers’ subsidiaries that are not guarantors of the Notes. The Notes are not guaranteed by all of the Issuers’ subsidiaries. In addition, in the future, a guarantor may be released from its Note Guarantee under certain circumstances, including if such guarantor no longer guarantees a credit facility or capital markets debt securities of the Issuers or any guarantor. See “Description of the 2023 Notes—Note Guarantees” and “Description of the 2026 Notes—Note Guarantees.” Claims of holders of the Notes will be structurally subordinated to the claims of creditors of thesenon-guarantors, including trade creditors. All obligations of thesenon-guarantors will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to the Issuers or their creditors, including the holders of the Notes. For the quarter ended March 31, 2019, ournon-guarantor Subsidiaries represented 15% of our revenue and 47% of our income before income taxes. For the year ended December 31, 2018, ournon-guarantor Subsidiaries represented 14% of our revenue and 9% of our income before income taxes. As of March 31, 2019, ournon-guarantor Subsidiaries represented 17% of our total assets and had $18 million of total liabilities, including debt and trade payables but excluding intercompany liabilities. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes. Any default under the agreements governing the Issuers’ indebtedness, including a default under the credit agreement governing the Credit Facilities or the indentures that govern the Notes, that is not waived by the required holders of such indebtedness, and the remedies sought by the holders of such indebtedness, could prevent the Issuers from paying principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If the Issuers are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on their indebtedness, or if they otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing their indebtedness, they could be in default under the terms of the agreements governing such indebtedness. In the event of a bankruptcy or similar proceeding, such default, the assetsholders of a guarantor that serve as collateral under such secured indebtedness wouldmay be madeable to cause all available cash flow to satisfy the obligations under the secured indebtedness before any payments are made on the notes or the guarantees. Accordingly, there may not be sufficient funds remainingused to pay amountssuch indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due on all or any of and payable, together with accrued and unpaid interest; the notes. Our obligationslenders under the Credit Facility are secured by substantially all ofFacilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against MVW’s and our assets. See "Description of Certain Indebtedness"subsidiaries’ assets; and MVW or our subsidiaries could be forced into bankruptcy or liquidation. If our operating performance declines, we may in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. As of December 31, 2015, we had $425 million of total indebtedness outstanding and an additional $516.4 million (net of any outstanding letters of credit) available for future borrowings as secured indebtednessneed to obtain waivers from the required lenders under the Credit Facility. The indenture governingFacilities to avoid being in default. If we breach our covenants under the notes permits us to incur additional secured indebtedness. The notes are structurally subordinated to all indebtedness of our currentCredit Facilities and future subsidiaries that do not guarantee the notes.
You will not have any claim asseek a creditor against any of our current or future subsidiaries that do not guarantee the notes. Indebtedness and other liabilities, whether secured or unsecured, of those subsidiaries is effectively senior to your claims against those subsidiaries. In addition, the indenture governing the notes and the credit agreement governing our Credit Facility, subject to some limitations, permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities that may be incurred by these subsidiaries. As of December 31, 2015, our non-guarantor subsidiaries had no indebtedness and an aggregate of approximately $50.6 million of other liabilities (excluding intercompany indebtedness), all of which is structurally senior to the notes and the related guarantees. For the year ended December 31, 2015 our non-guarantor subsidiaries accounted for 13.0% of our consolidated revenue and 12.0% of our consolidated Adjusted EBITDA. As of December 31, 2015, our non-guarantor subsidiaries accounted for approximately 18.6% of our total consolidated assets.
We are permitted to create unrestricted subsidiaries, which will not be subject to any of the covenants in the indenture governing the notes, andwaiver, we may not be able to relyobtain a waiver from the required lenders. If this occurs, we would be in default under our Credit Facilities, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.
If you do not exchange your Original Notes for New Notes, you will continue to have restrictions on your ability to resell them. The Original Notes were not issued in a transaction registered under the cash flowSecurities Act or assetsunder the securities laws of those unrestricted subsidiariesany state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to pay our indebtedness. Unrestricted subsidiaries arean exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your Original Notes for New Notes pursuant to the Exchange Offers, you will not be able to resell, offer to resell or otherwise transfer the Original Notes unless such offer or sale is registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the covenants under the indenture governing the notes. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respectSecurities Act.
In addition, upon consummation of the notes.Exchange Offers, the aggregate principal amount of each series of Original Notes will be reduced by the amount of Original Notes of such series exchanged. Securities with a smaller outstanding principal amount available for trading, or float, generally command a lower price than do comparable securities with a greater float. Therefore, the market price for Original Notes that are not submitted for exchange or not accepted by us may be adversely affected. A reduced float may also make the trading prices of any Original Notes that are not exchanged more volatile. An active trading market for the Notes may not develop or be maintained. There is currently no established public trading market for the Notes. We do not intend to apply for listing of any series of the New Notes on any securities exchange or for quotation of any series of the New Notes on any automated dealer quotation system. The New Notes will be a new issue of securities with no established trading market. Accordingly, wean active trading market for the New Notes may not develop or be maintained. If a trading market does not develop or is not maintained, you may find it difficult or impossible to resell the Notes. Future trading prices of the Notes will depend on many factors, including prevailing interest rates, MVW’s financial condition and results of operations, the then-current ratings assigned to the Notes and the markets for similar securities. Any trading market that develops may be affected by many factors independent of and in addition to the foregoing, including: the time remaining to the maturity of the Notes; the outstanding amount of the Notes; the terms related to optional redemption of the Notes; and the level, direction and volatility of market interest rates generally. Even if an active trading market for the New Notes does develop, it may not continue. Further, any market that may develop for such Notes may not be liquid, you may not be able to relysell such Notes and the price at which you will be able to sell such Notes may be reduced. The trading price and the liquidity of the Notes may be volatile and can be directly affected by many factors, including MVW’s credit ratings. The trading price of the Notes could be subject to significant fluctuation in response to, among other factors, changes in MVW’s operating results, interest rates, the market fornon-investment grade securities, general economic conditions and securities analysts’ recommendations, if any, regarding MVW’s securities. Any rating organization that rates the Notes may lower the rating or decide not to rate the Notes in its sole discretion. The ratings of the Notes will be based primarily on the cash flowrating organization’s assessment of the likelihood of timely payment of interest when due and the payment of principal on the maturity date. Any downgrade or assetswithdrawal of unrestricted subsidiariesa rating by a rating agency that rates the Notes could have an adverse effect on the trading prices or liquidity of the Notes. The Issuers may choose to payredeem the Notes prior to maturity. The Issuer may redeem some or all of the Notes at any time. See “Description of the 2023 Notes—Optional Redemption” and “Description of the 2026 Notes—Optional Redemption.” An increase in market interest rates could result in a decrease in the value of the Notes. In general, as market interest rates rise, debt bearing interest at a fixed rate declines in value because the premium, if any, over market interest rates will decline. Consequently, if market interest rates increase, the market values of your Notes may decline. Certain change of control events that affect the market price of the Notes may not give rise to any obligation to repurchase the Notes. Legal uncertainty regarding what constitutes a change of control and the provisions of the indentures that govern the Notes may allow MVW to enter into transactions, such as acquisitions, refinancing or recapitalizations, that would not constitute a “Change of Control” under the indentures but may increase our outstanding indebtedness includingor otherwise affect our ability to satisfy obligations under the notes. Additionally,Notes. The definition of change of control for purposes of the indenture governingNotes includes a phrase relating to the notes permits ustransfer of “all or substantially all” of MVW’s property. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, your ability to make certain investments in unrestricted subsidiaries. Werequire the Issuers to repurchase the Notes as a result of a transfer of less than all of MVW’s property to another person may be unableuncertain.
The Issuers may not be able to repurchase notesall of the Notes upon a change of control, which would result in a default under the Notes. The Issuers will be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount thereof upon the occurrence of a “Change of Control” as provided in the indentures. The occurrence of a change of control may cause an event of default under the Credit Facilities and therefore could cause the Issuers to have to repay amounts outstanding thereunder, and any financing arrangements the Issuers may enter into in the future may also require repayment of amounts outstanding in the event of a change of control. Uponcontrol and therefore limit the occurrenceIssuers’ ability to fund the repurchase of certain kinds ofthe Notes pursuant to the change of control events, you willrepurchase offers. The Issuers may not have sufficient funds, or be able to arrange for additional financing, at the right, as a holdertime of the notes,change of control to require usmake the required repurchase of the Notes. If the Issuer has insufficient funds to repurchase all of your notes at a repurchase price equalthe Notes that holders tender for purchase pursuant to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Any change of control constitutes a default underrepurchase offers and the Credit Facility. We may not be ableIssuers are unable to pay you the required price for your notes at that time because we may not have available funds to pay the
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repurchase price. Any requirements to offer to repurchase notes may require us to refinance our existing indebtedness. In such an event, we may not be able to obtainraise additional financing or refinance our existing indebtedness on favorable terms, if at all. In addition, our failure to offer to purchase all validly tendered notes would becapital, an event of default would occur under the indenture. Such anindentures. An event of default also constitutes an eventcould cause any other debt that the Issuers may have at that time to become automatically due, further exacerbating their financial condition and diminishing the value and liquidity of default under the Credit Facility, allowingNotes. Additional capital may not be available to the lenders thereunder to accelerateIssuers on acceptable terms or at all. See “Description of the indebtedness represented by the facility. Our future debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture. See "Description of2023 Notes—Repurchase at the Option of Holders Upon a Change of Control” and “Description of the 2026 Notes—Repurchase at the Option of Holders Upon a Change of Control."”
FederalU.S. federal and state fraudulent conveyancetransfer laws may permit a court to void the notes andNotes and/or the guarantees,Note Guarantees, and if that occurs, you may not receive any payments on the notes or the guarantees.Notes.
The issuance of the notes and the guarantees may be subject to review underU.S. federal and state fraudulent transfer and conveyance statutes. Whilestatutes may apply to the relevantissuance of the Notes and the incurrence of the Note Guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, under such laws the payment of consideration generally willNotes or the Note Guarantees could be voided as a fraudulent transfer or conveyance if:
•it was paidif the Issuers or any of the Guarantors, as applicable, (a) issued the Notes or incurred the Note Guarantee with the intent of hindering, delaying or defrauding creditors;creditors or
•the Issuer or any of the guarantors (b) received less than reasonably equivalent value or fair consideration in return for either issuing either the notesNotes or a guarantee,incurring the Note Guarantee and, in the case of (b) only, one of the following is also true at the time thereof:the Issuers or any of the Guarantors, as applicable, and either
•the Issuer or the guarantor waswere insolvent or rendered insolvent by reason of the issuance of the Notes or the incurrence of the indebtedness;
•paymentNote Guarantee;the issuance of the considerationNotes or the incurrence of the Note Guarantee left the IssuerIssuers or any of the guarantorGuarantors, as applicable, with an unreasonably small amount of capital or assets to carry on its business; either of the business;Issuers or
•- any of the
Issuer or the guarantorGuarantors intended to, or believed that itsuch Issuer or such guarantor would, incur debts beyond its or such guarantor’s ability to pay as they mature; or either of the Issuers or any of the Guarantors were a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, the judgment is unsatisfied after final judgment. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that either of the Issuers or any of the Guarantors did not receive reasonably equivalent value or fair consideration for issuing the Notes or incurring its Note Guarantee to the extent such Issuer or such guarantor did not obtain a
reasonably equivalent benefit directly or indirectly from the issuance of the Notes or the incurrence of such Note Guarantee. The Issuers cannot be certain as to the standards a court would use to determine whether or not either of the Issuers or any of the Guarantors of the Notes were insolvent at the relevant time or, regardless of the standard that a court uses, whether the Notes or the Note Guarantees would be subordinated to the Issuers’ or any of such Guarantors’ other debt. In general, however, a court would deem an entity insolvent if: the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets; the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or it could not pay its debts as they became due. If a court were to find that the issuance of the notesNotes or the incurrence of a guaranteeNote Guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notesNotes or such guarantee or furtherthat Note Guarantee, subordinate the notesNotes or such guaranteethat Note Guarantee to presently existing and future indebtedness of the applicable obligor or require the holders of the notesNotes to repay any amounts received with respect to the notes or such guarantee.that Note Guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred with respect to the Notes or the Note Guarantees, you may not receive any repayment on the notes and you will not haveNotes or the Note Guarantees. Further, as a claimcourt of equity, the bankruptcy court may subordinate the claims in respect of the Notes to other claims against the guarantor. Further, the voiding of the notes or a guarantee could result in an event of default with respect to our other indebtedness that could result in acceleration of that indebtedness. Although each guarantee contains a provision that intends to limit that guarantee from constituting a fraudulent conveyance under applicable law, these provisions may not be effective to protect the guarantees from being voidedIssuers under the fraudulent transfer laws described above.
We are primarily a holding company and weprinciple of equitable subordination if the court determines that (1) the holder of Notes engaged in some type of inequitable conduct, a substantial portion of our operations exclusively through our subsidiaries. If(2) the guarantees are unenforceable, your interests would be effectively subordinated to all of our subsidiaries' indebtedness and other liabilities.
There is currently no active trading market for the notes. If an active trading market does not develop for these notes, you may not be able to resell them.
No active trading market currently exists for the notes, and none may develop. The notes will not be listed on any securities exchange. If an active trading market does not develop, you may not be able to resell your notes at their fair market value or at all. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatilityinequitable conduct resulted in the prices of securities similarinjury to the notes. The market for the notes may be subject to similar disruptions. The
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trading price may dependIssuers’ other creditors or conferred an unfair advantage upon prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects. These factors could adversely affect you as a holder of notes.
The trading prices for the notes may be volatile.
Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that any such disruptions would not adversely affect the prices at which you may sell your notes. The notes may trade, if at all, at a discount from the initial offering price of the notes, depending upon prevailing interest rates, the market for similar notes, our operating performance and financial condition, the interest of securities dealers in making a market for the notes, and other factors, many of which are beyond our control.
If the notes are rated investment grade at any time by both S&P and Moody's, certain covenants contained in the indenture will be suspended, and the holders of Notes and (3) equitable subordination is not inconsistent with the notesprovisions of the bankruptcy code.
Many of the covenants in the indentures will losenot apply during any period in which the protection of these covenants. The indenture contains certain covenants that will be suspended and cease to have any effect from and after the first date when the notesNotes are rated investment grade by both S&PMoody’s and Moody's so long asStandard & Poor’s.
Many of the covenants in the indentures will not apply during any period in which the Notes are rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default exists. See "Description of Notes—Certain Covenants—Covenant Suspension." Thesehas occurred and is continuing. The covenants that will not apply during such period include covenants that will restrict, among other things, our ability to incur or guarantee debt, to pay dividends incur additional debtor make other restricted payments, to sell assets, to enter into affiliate transactions and to enter into certain types ofother transactions. Because we would notThe Notes may never be subject to these restrictions at any time that the notesrated investment grade, or if they are rated investment grade, we would be able to make dividends and distributions and incur substantial additional debt. If afterthey may not maintain these ratings. However, suspension of these covenants are suspended, S&P or Moody'swould allow us to engage in certain transactions that would not be permitted while these covenants were to downgrade their ratings ofin force. To the notes to a non-investment grade level or withdraw their ratings,extent the covenants would beare subsequently reinstated, andany such actions taken while the holders of the notes would again have the protection of these covenants. However, any liens or indebtedness incurred or other transactions entered into during such time as the notescovenants were rated investment gradesuspended would not result in an event of default under the indentures. See the sections entitled “Description of of the 2023 Notes—Certain Covenants—Covenant Suspension” and ” “Description of of the 2026 Notes—Certain Covenants—Covenant Suspension.” The Exchange Offers may be cancelled or delayed. We have reserved the right to terminate or withdraw the Exchange Offers, including solely in respect of the Original 2023 Notes or the Original 2026 Notes, in our sole discretion at any time and for any reason, subject to applicable law. Therefore, even if you properly submit a letter of instruction prior to the expiration date and otherwise comply with the terms and conditions of the Exchange Offers, the Exchange Offers may not be consummated. Because of adjustments or other logistical challenges in exchanging original Notes for New Notes, among other things, the settlement of the Exchange Offers may be delayed. Accordingly, you may have to wait longer than expected to receive your New Notes, during which time you will not be able to effect transfers of your Original Notes or New Notes you are to receive in the eventExchange Offers. You must comply with the covenantsExchange Offers procedures in order to receive freely tradable New Notes. Delivery of New Notes in exchange for Original Notes tendered and accepted for exchange pursuant to the notesExchange Offers will be made only if such tenders comply with the Exchange Offer procedures described herein, including the timely receipt by the applicable Exchange Agent of book-entry transfer of Original Notes into such Exchange Agent’s account at DTC (as defined below), as depositary, including an agent’s message (as defined herein). We are subsequently reinstated.not required to notify you of defects or irregularities in tenders of Original Notes for exchange. The lenders under the Credit FacilitySome holders who exchange their Original Notes may in their discretion release the guarantors thereunder in a variety of circumstances, which will cause those guarantorsbe deemed to be released from their guarantees of the notes.
The lenders under the Credit Facility may have the discretion to release guarantors thereunder in a variety of circumstances, which may cause those guarantors tounderwriters, and these holders will be released from their guarantees of the notes. So long as any obligations under the Credit Facility remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of notes or the trustee under the indenture governing the notes if, at the discretion of lenders under the Credit Facility, the related guarantor is no longer a guarantor of obligations under the Credit Facility. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to your claims as a holder of the notes.
If you failrequired to comply with the procedures for tendering old notes,registration and prospectus delivery requirements in connection with any resale transaction.
If you exchange your old notes will remain outstanding afterOriginal Notes in the consummation of the exchange offer. The new notes will be issued in exchangeExchange Offers for the old notes only after timely receipt by the exchange agentpurpose of the old notes or a book-entry confirmation related thereto, or compliance with requirements for guaranteed delivery, a properly completed and executed letter of transmittal or an agent's message, and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted
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will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participateparticipating in a distribution of the new notes,Original Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to
SELECTED HISTORICAL FINANCIAL DATA The following table presents MVW’s selected historical financial data, which was derived from MVW’s last five fiscal years of consolidated financial statements and related notes. The selected historical financial data of MVW for the sectionsyears ended December 31, 2017, December 30, 2016, January 1, 2016 and January 2, 2015 set forth below does not include the effects of this prospectus entitled "The Exchange Offer"the Combination Transactions. The selected historical financial data as of and "Planfor each of Distributionthe quarters ended March 31, 2019 and Selling Restrictions." Risk Factors Relating to Our Business
We and our affiliates face a variety of risks, including an array ofMarch 31, 2018 are derived from MVW’s unaudited consolidated financial and operational risks and various competitive and regulatory risks. All of these risks are describedstatements included in Item 1A of Part I of our AnnualMVW’s Quarterly Report on Form 10-K10-Q for the fiscal yearquarter ended DecemberMarch 31, 2015, as may be updated and supplemented in our subsequent SEC reports, all of2019, which areis incorporated by reference herein. See "Available Information."
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USE OF PROCEEDS
The exchange offer is intended to satisfy our obligations under the registration rights agreement we entered into in connection with the private offering of the old notes. We will not receive any proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated in this prospectus, we will receive, in exchange, outstanding old notes in like principal amount. We will cancel allprospectus. The selected historical financial data as of the old notes surrendered in exchange for new notes in the exchange offer. As a result, the new notes will not result in any increase or decrease in our indebtedness.
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RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed chargesand for each of the fiscal years ended December 31, 2011 through2018, December 31, 2017 and December 30, 2016 are derived from MVW’s audited consolidated financial statements included in the Annual Report, which is incorporated by reference in this prospectus. The selected historical financial data as of and for the fiscal year ended January 1, 2016 are derived from MVW’s audited consolidated financial statements included in MVW’s Current Report onForm 8-K filed with the SEC on June 5, 2018, which is not incorporated by reference in this prospectus. The selected historical financial data included in the table below for the fiscal year ended January 2, 2015 was as follows:
| | | | | | | | | | | | | | | | |
| | Fiscal Year Ended December 31, | |
|---|
| | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | |
|---|
Ratio of Earnings to Fixed Charges | | | 5.5 | | | 13.0 | | | 16.0 | | | 3.3 | | | 2.8 | |
The ratiois derived from MVW’s audited consolidated financial statements for such year, which have not been incorporated by reference into this prospectus and have not been restated for the retrospective adoption of earnings to fixed charges has been calculated by dividing ILG and its consolidated subsidiaries' (1) earnings by (2) fixed charges. Earnings consists of earnings before income taxes and noncontrolling interests, plus fixed charges, less capitalized interest expense. Fixed charges consist of interest expense and a portion of rental expense that management believes is representativeASC 606.
Historical results are not necessarily indicative of the interest componentresults that may be expected for any future period or any future date. Because this information is only a summary and does not provide all of rental expense.the information contained in MVW’s consolidated financial statements, including the related notes, this selected historical financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MVW’s unaudited consolidated financial statements and the related notes, each included in MVW’s Quarterly Report on Form10-Q filed with the SEC on May 7, 2019, which is incorporated by reference in this prospectus, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MVW’s audited consolidated financial statements and the related notes, each included in the Annual Report, which is incorporated by reference in this prospectus. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal Years | | | Quarter Ended March 31, | | | ($ in millions) | | 2018(1) | | | 2017(1) | | | 2016(1) | | | 2015(1) | | | 2014(1)(2) | | | 2019 | | | 2018 | | Income Statement Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Revenues | | $ | 2,968 | | | $ | 2,183 | | | $ | 2,000 | | | $ | 2,067 | | | $ | 1,716 | | | $ | 1,060 | | | $ | 571 | | Revenues net of total expenses | | | 267 | | | | 246 | | | | 200 | | | | 225 | | | | 156 | | | | 91 | | | | 53 | | Net income attributable to common shareholders | | | 55 | | | | 235 | | | | 122 | | | | 127 | | | | 81 | | | | 24 | | | | 36 | | Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings per share attributable to common shareholders | | $ | 1.64 | | | $ | 8.70 | | | $ | 4.37 | | | $ | 4.04 | | | $ | 2.40 | | | $ | 0.52 | | | $ | 1.35 | | Diluted earnings per share attributable to common shareholders | | | 1.61 | | | | 8.49 | | | | 4.29 | | | | 3.95 | | | | 2.33 | | | | 0.51 | | | | 1.32 | | Cash dividends declared per share | | | 1.65 | | | | 1.45 | | | | 1.25 | | | | 1.05 | | | | .25 | | | | 0.45 | | | | 0.40 | | Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total assets | | $ | 9,018 | | | $ | 2,845 | | | $ | 2,320 | | | $ | 2,351 | | | $ | 2,531 | | | $ | 9,109 | | | $ | 2,760 | | Securitized debt, net | | | 1,694 | | | | 835 | | | | 729 | | | | 676 | | | | 700 | | | | 1,688 | | | | 750 | | Debt, net | | | 2,124 | | | | 260 | | | | 8 | | | | 3 | | | | 3 | | | | 2,201 | | | | 1,012 | | Mandatorily redeemable preferred stock of consolidated subsidiary, net | | | — | | | | — | | | | — | | | | 39 | | | | 39 | | | | — | | | | — | | Total liabilities | | | 5,552 | | | | 1,804 | | | | 1,425 | | | | 1,372 | | | | 1,451 | | | | 5,758 | | | | 1,694 | | MVW shareholders’ equity | | | 3,461 | | | | 1,041 | | | | 895 | | | | 979 | | | | 1,080 | | | | 3,346 | | | | 1,066 | | Noncontrolling interests | | | 5 | | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal Years | | | Quarter Ended March 31, | | | ($ in millions) | | 2018(1) | | | 2017(1) | | | 2016(1) | | | 2015(1) | | | 2014(1)(2) | | | 2019 | | | 2018 | | Operating Statistics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vacation Ownership | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Consolidated Contract Sales(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vacation ownership | | $ | 1,073 | | | $ | 826 | | | $ | 741 | | | $ | 719 | | | $ | 699 | | | $ | 354 | | | $ | 204 | | Exchange & Third-Party Management | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total active members at end of period (000’s)(4) | | | 1,802 | | | | — | | | | — | | | | — | | | | — | | | | 1,694 | | | | — | |
| (1) | In 2017, MVW changed to a calendaryear-end andend-of-month quarterly reporting cycle. Earlier fiscal years ended on the Friday closest to December 31. As a result of the change in our financial reporting cycle, MVW’s 2017, 2016, 2015 and 2014 fiscal years were composed of 366 days, 364 days, 364 days and 364 days respectively. |
| (2) | Amounts have not been restated for the retrospective adoption of ASC 606. As such, the selected financial data is not comparable to the 2018, 2017, 2016 and 2015 information. |
| (3) | Contract sales consist of the total amount of vacation ownership product sales under contract signed during the period where MVW has received a down payment of at least ten percent of the contract price, reduced by actual rescissions during the period, inclusive of contracts associated with sales of vacation ownership products on behalf of third parties, which MVW refers to as “resales contract sales.” In circumstances where a customer applies any or all of their existing ownership interests as part of the purchase price for additional interests, MVW includes only the incremental value purchased as contract sales. Contract sales differ from revenues from the sale of vacation ownership products that MVW reports in our income statements due to the requirements for revenue recognition described in Note 2, “Summary of Significant Accounting Policies,” accompanying MVW’s audited consolidated financial statements included in the Annual Report, which is incorporated by reference in this prospectus. MVW considers contract sales to be an important operating measure because it reflects the pace of sales in MVW’s business. Consolidated contract sales do not include contract sales from unconsolidated joint ventures. |
| (4) | Total active members represents the number of Interval International network active members at the end of the applicable period. |
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THE EXCHANGE OFFER
OFFERS
PurposeTerms of the Exchange OfferOffers
On April 10, 2015, $350.0 million principal amount of 5.625% SeniorGeneral. We issued the Original 2026 Notes dueon August 23, 2018 and the Original 2023 the old notes to which the exchange offer applies, were issued by Interval Acquisition Corp. in relianceNotes on exemptions from, orSeptember 4, 2018 in transactions not subject to,exempt from the registration requirements of the Securities Act and applicable state securities laws. The old notes have been fully and unconditionally guaranteed, jointly and severally, by ILG and all of the Issuer's existing and future domestic restricted subsidiaries that guarantee its obligations or are borrowers under the Credit Facility. Act.
In connection with the offeringsale of the old notes, the Issuer and the guarantors agreed to conduct the exchange offer pursuant to the Registration Rights Agreement. Under the Registration Rights Agreement, the Issuer and the guarantors agreed, among other things, to: •file with the SEC an exchange offer registration statement relating to the new notes;
•use their commercially reasonable efforts to cause the registration statement to become effective; and
•use their commercially reasonable efforts to consummate the exchange offer on the earliest practicable date after the effective date of the registration statement, but in no event later than June 8, 2016.
The Issuer and the guarantors are conducting the exchange offer to satisfy these obligations under the Registration Rights Agreement.
Under some circumstances, the Issuer and the guarantors may be required to use their commercially reasonable efforts to file and cause to be declared effective, in lieu of the exchange offer registration statement, a shelf registration statement covering resales of the old notes. If the Issuer and the guarantors fail to meet specified deadlines under the Registration Rights Agreement, then the Issuer will be obligated to pay additional interest toOriginal Notes, (i) certain holders of the old notes. See "—Registration Rights; Additional Interest."
Terms of the Exchange Offer
The Issuer and the guarantors are offering to exchange an aggregate principal amount of up to $350.0 million of new notes and guarantees thereof for a like aggregate principal amount of old notes and guarantees thereof. The new notes will evidence the same debt as the old notes for which they are exchanged and will, like the old notes, be issued under andOriginal 2023 Notes became entitled to the benefits of the indenture. The formregistration rights agreement, dated September 4, 2018, among the Issuers, the Guarantors and termsthe representatives of the new notes issued indealer managers of the exchange offer will be identical in all material respectsILG Notes Exchange Offer, and (ii) certain holders of the Original 2026 Notes became entitled to the form and termsbenefits of the old notes, except that the new notes:
•will have been registered under the Securities Act;
•will not bear restrictive legends restricting their transfer under the Securities Act;
•will not entitle holders to the registration rights that applyagreement, dated August 23, 2018, and the joinder thereto, dated September 1, 2018, among the Issuers, the Guarantors and the representatives of the initial purchasers of the Original 2026 Notes. Such agreements are collectively referred to herein as the old notes; and
•will not contain provisions relating“registration rights agreements.”Under the registration rights agreements, we became obligated to additional interestfile a registration statement in connection with an Exchange Offer, to use our reasonable best efforts to have the old notes under circumstances relatedExchange Offers registration statement declared effective and to use our reasonable best efforts to exchange New Notes for the Original Notes tendered prior thereto (i) with respect to the timing ofOriginal 2023 Notes, within 365 days following September 4, 2018, and (ii) with respect to the exchange offer.
Original 2026 Notes, within 365 days following August 23, 2018. The exchange offer is not extended to holders of old notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction. As of the date ofExchange Offers being made by this prospectus, $350.0 million aggregate principal amount of old notes is outstanding and registered inif consummated within the name of Cede & Co., as nominee for The Depository Trust Company, or DTC. Only registered holders of the old notes, or their legal representatives or attorneys-in-fact, as reflected on the records of the trusteerequired time period, will satisfy our obligations under the indenture, may participate in the exchange offer. The
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Issuer and the guarantors will not set a fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer.registration rights agreements. This prospectus, together with the letter of transmittal,instruction, is being sent to all registeredbeneficial holders of old notes andOriginal Notes known to others believed to have beneficial interests in the old notes.us.
Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, the Issuer will accept for exchange old notes which are properly tendered on or before the expiration date and not withdrawn as permitted below. The exchange offer expires at 5:00 p.m., New York City time, on , 2016 or such later date and time to which the Issuer may extend the exchange offer, such date referred to as the expiration date. Old notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. The exchange offer is not conditioned upon holders tendering a minimum principal amount of old notes.
If you do not tender your old notes or if you tender old notes that are not accepted for exchange, your old notes will remain outstanding. Existing transfer restrictions would continue to apply to old notes that remain outstanding. See "—Consequences of Failure to Exchange Old Notes" for more information regarding old notes outstanding after the exchange offer. Holders of the old notes do not have any appraisal or dissenters' rights in connection with the exchange offer.
None of the Issuer and the guarantors, their respective boards of directors or their management recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender old notes in the exchange offer and, if you decide to tender, the aggregate amount of old notes to tender.
The Issuer has the right, in its reasonable discretion and in accordance with applicable law, at any time:
•to extend the expiration date;
•to delay the acceptance of any old notes;
•to terminate the exchange offer and not accept any old notes for exchange if the Issuer determines that any of the conditions to the exchange offer described below under "—Conditions to the Exchange Offer" have not occurred or have not been satisfied; and
•to amend the terms of the exchange offer in any manner.
During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by the Issuer.
We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent as promptly as practicable and make a public announcement of the extension, delay, non-acceptance, termination or amendment. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.
If the Issuer amends the exchange offer in a manner that we consider material, we will as promptly as practicable distribute to the holders of the old notes a prospectus supplement or, if appropriate, an updated prospectus from a post-effective amendment to the registration statement of which this prospectus is a part, disclosing the change and extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.
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Procedures for Tendering Old Notes
Valid Tender
When the holder of old notes tenders, and the Issuer accepts, old notes for exchange, a binding agreement between the Issuer and the guarantors, on the one hand, and the tendering holder, on the other hand, is created, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.
Except as described below under "—Guaranteed Delivery," a holder of old notes who wishes to tender old notesinstruction, we will accept for exchange must,all Original Notes properly tendered and not withdrawn on or prior to the expiration date:
•transmit a properly completed and duly executed letterdate. We will issue $1,000 principal amount of transmittal, together with all other documents required by the letterNew Notes in exchange for each $1,000 principal amount of transmittal, to the exchange agent at the address provided below under "—Exchange Agent"; or
•if old notes are tendered in accordance with the book-entry procedures described below under "—Book-Entry Transfers," arrange with DTC to cause an agent's message to be transmitted to the exchange agent at the address provided below under "—Exchange Agent."
The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Issuer and the guarantors may enforce the letter of transmittal against that holder.
In tendering old notes, you must warrantoutstanding Original Notes accepted in the letter of transmittal or in an agent's message that:
•you have full power and authority toExchange Offers. Holders may tender exchange, sell, assign and transfer old notes;
•we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and other encumbrances; and
•the old notes tendered for exchange are not subject to any adverse claims or proxies.
You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the old notes.
In addition, on or prior to the expiration date:
•the exchange agent must receive the certificates for the old notes being tendered; or
•the exchange agent must receive a confirmation, referred to as a "book-entry confirmation," of the book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, and the book-entry confirmation must include an agent's message; or
•the holder must comply with the guaranteed delivery procedures described below under "—Guaranteed Delivery."
If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
The method of delivery of certificates for the old notes, the letter of transmittal and all other required documents is at your election and sole risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date.
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Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal, certificates representing old notes or other documents to the Issuer or any guarantor.
The Issuer and the guarantors will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.
Signature Guarantees
Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:
•by a registered holder of old notes, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on the letter of transmittal; or
•for the account of an eligible institution.
An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:
•a bank;
•a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;
•a credit union;
•a national securities exchange, registered securities association or clearing agency; or
•a savings association.
If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.
If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer and the guarantors in their sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer and the guarantors or the trustee under the indenture for the old notes may require in accordance with the restrictions on transfer applicable to the old notes.
Book-Entry Transfers
For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender old notes. Accordingly, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account at DTC in accordance with DTC's ATOP procedures.
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Notwithstanding the ability of holders of old notes to effect delivery of old notes through book-entry transfer at DTC, either:
•the letter of transmittal or an agent's message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable, must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under "—Exchange Agent"; or
•the guaranteed delivery procedures described below must be complied with.
Guaranteed Delivery
If a holder wants to tender old notes in the exchange offer and (1) the certificates for the old notes are not immediately availablesome or all required documents are unlikely to reach the exchange agent before the exchange offer expires or (2) a book-entry transfer cannot be completed on time, the old notes may be tendered if:
•the tender is made by or through an eligible institution;
•the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent by hand, facsimile, mail or overnight delivery service on or prior to the expiration date:
•stating that the tender is being made;
•setting forth the name and address of the holder of the old notes being tendered and the amount of the old notes being tendered; and
•guaranteeing that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and
•the exchange agent receives the certificates for the old notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.
Determination of Validity
The Issuer, in its sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old notes. The determination of these questions by the Issuer, as well as its interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived.
Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as the Issuer and the guarantors will determine, unless they waive the defects or irregularities. None of the Issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.
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The Issuer reserves the absolute right, in its sole and absolute discretion:
•to reject any tenders determined to be in improper form or unlawful;
•to waive any of the conditions of the exchange offer; or
•to waive any condition or irregularity in the tender of old notes by any holder, whether or not the Issuer waives similar conditions or irregularities in the case of other holders.
If any letter of transmittal, certificate, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by the Issuer, the person must submit proper evidence satisfactory to the Issuer, in its sole discretion, of the person's authority to so act.
Acceptance of OldOriginal Notes for Exchange; Delivery of New Notes
Upon satisfaction or waiver of all of the conditions to the exchange offer, the Issuer will, promptly after the expiration date, accept for exchange and cancel all old notes properly tendered and issue new notes registered under the Securities Act. See "—Conditionspursuant to the Exchange Offer" for a discussionOffers.
Based onno-action letters issued by the staff of the conditions that must be satisfied or waived before old notes are accepted for exchange. The exchange agent might not deliver the new notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents. For purposes of the exchange offer, the Issuer will be deemed to have accepted properly tendered old notes for exchange when it gives oral or written notice to the exchange agent of acceptance of the tendered old notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is the agent of the Issuer for receiving tenders of old notes, letters of transmittal and related documents.
In all cases, the Issuer will issue new notes in the exchange offer for old notes that are accepted for exchange only after the exchange agent timely receives:
•certificates for those old notes or a timely book-entry confirmation of the transfer of those old notes into the exchange agent's account at DTC;
•a properly completed and duly executed letter of transmittal or an agent's message; and
•all other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable.
For each old note accepted for exchange and cancelled, the holder will receive a new note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered old note. Accordingly, registered holders of new notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from April 10, 2015. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer and will be cancelled promptly after the expiration of the exchange offer.
If for any reason under the terms and conditions of the exchange offer the Issuer does not accept any tendered old notes, or if a holder submits old notes for a greater principal amount than the holder desires to exchange, the Issuer will return the unaccepted or non-exchanged old notes without cost to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of old notes tendered by book-entry transfer through DTC, any unexchanged old notes will be credited to an account maintained with DTC.
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Resales of New Notes
Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that youholders of the New Notes issued in exchange for Original Notes may offer for resale, resell orand otherwise transfer new notes issued in the exchange offerNew Notes, other than any holder that is an affiliate of ours within the meaning of Rule 405 under the Securities Act, without complyingcompliance with the registration and prospectus delivery provisions of the Securities Act, if:
•youAct. This is true as long as the New Notes are not our affiliate withinacquired in the meaning of Rule 405ordinary course of the Securities Act;
•you are not participating, and you haveholders’ business, the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;
•if you are a broker dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the new notes; and
•you are acquiring the new notes in the ordinary course of your business.
If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:
•You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991)New Notes and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and
•in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.
This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding old notes, where such outstanding old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution and Selling Restrictions" for more details regarding the transfer of new notes.
Ifneither the holder nor any other person is an affiliate of the Issuer or any guarantor or is engagedengaging in or intends to engage in or has an arrangement or understanding with any person to participatea distribution of the New Notes. A broker-dealer that acquired Original Notes directly from us cannot exchange the Original Notes in the Exchange Offers. Any holder who tenders in the Exchange Offers for the purpose of participating in a distribution of the new notes, that holder or other person may notNew Notes cannot rely on the applicable interpretationsno-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
By tendering old notes, the holder of those old notes will represent to the Issuer and the guarantors that, among other things, the holder:
•is acquiring the new notes in its ordinary course of business;
•is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes in violation of the Securities Act;
•is not an affiliate of the Issuer or any guarantor; and
•is not acting on behalf of any person who could not truthfully make the foregoing representations.
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Each broker-dealer that receives new notesNew Notes for its own account in exchange for old notes,Original Notes, where the old notesOriginal Notes were acquired by itsuch broker-dealer as a result of market-making activities or other trading activities, may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of such New Notes. See “Plan of Distribution” for additional information. We shall be deemed to have accepted validly tendered Original Notes when, as and if we have given oral or written notice of the new notes.acceptance of such Notes to the applicable Exchange Agent. The letter2023 Notes Exchange Agent will act as agent for the tendering holders of transmittal states thatOriginal 2023 Notes for the purposes of receiving the New 2023 Notes from the Issuers and delivering New 2023 Notes to such holders. The 2026 Notes Exchange Agent will act as agent for the tendering holders of Original 2026 Notes for the purposes of receiving the New 2026 Notes from the Issuers and delivering New 2026 Notes to such holders. If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of the conditions set forth under “—Conditions” without waiver by so acknowledging and by delivering a prospectus,us, any such unaccepted Original Notes will be returned, without expense, to the broker-dealertendering holder of any such Original Notes as promptly as practicable after the expiration date. Holders of Original Notes who tender in the Exchange Offers will not be deemedrequired to admit that it is an "underwriter" withinpay brokerage commissions or fees or, subject to the meaninginstructions in the letter of the Securities Act. See "Plan of Distribution and Selling Restrictions" for a discussion ofinstruction, transfer taxes with respect to the exchange of Original Notes, pursuant to the Exchange Offers. We will pay all charges and resale obligations of broker-dealersexpenses, other than certain applicable taxes in connection with the exchange offerExchange Offers. Expiration Date; Extensions; Amendment. We will keep the Exchange Offers open for not less than 20 business days, or longer if required by applicable law. The term “expiration date” means the expiration date set forth on the cover page of this prospectus, unless we extend either Exchange Offer, in which case the term “expiration date” when used with respect to an Exchange Offer means the latest date to which such Exchange Offer is extended. In order to extend the expiration date of an Exchange Offer, we will notify the applicable Exchange Agent of any extension by oral or written notice and issue a public announcement of the new notes.extension prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Withdrawal RightsWe reserve the right:
You can withdraw tenders | (a) | to delay accepting any Original Notes, to extend the Exchange Offers or to terminate the Exchange Offers and not accept Original Notes not previously accepted if any of the conditions set forth under “—Conditions” shall have occurred and shall not have been waived by us, if permitted to be waived by us, by giving oral or written notice of such delay, extension or termination to the applicable Exchange Agent; or |
| (b) | to amend the terms of the Exchange Offers in any manner deemed by us to be advantageous to the holders of the Original Notes. Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice. If an Exchange Offer is amended in a manner determined by us to constitute a material change, we promptly will disclose such amendment in a manner reasonably calculated to inform the holders of the Original Notes of such amendment. Depending upon the significance of the amendment, we may extend the applicable Exchange Offer if it otherwise would expire during such extension period. |
Without limiting the manner in which we may choose to make a public announcement of old notesany extension, amendment or termination of the Exchange Offers, we will not be obligated to publish, advertise, or otherwise communicate any such announcement, other than by making a timely release to an appropriate news agency. Procedures for Tendering To tender in the Exchange Offers, a holder must effect a book-entry transfer of Original Notes to be tendered in the Exchange Offers into the account of the applicable Exchange Agent at The Depository Trust Company (“DTC”) by electronically transmitting its acceptance of the Exchange Offers through the Automated Tender Offer Program (“ATOP”) maintained by DTC, and delivering to the applicable Exchange Agent any other required documents. DTC will then verify the acceptance, execute a book-entry delivery to such Exchange Agent’s account at DTC and send an agent’s message to such Exchange Agent. To be validly tendered, confirmation of such book-entry transfer and such other required documents must reach the exchange agent before 5:00 p.m., New York City time, on the expiration date.Holders desiring to tender Original Notes pursuant to ATOP must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC. Except as otherwise provided in this prospectus, delivery of Original Notes will be deemed made only when the agent’s message is actually received by the applicable Exchange Agent prior to the expiration date. For The term “agent’s message” means a withdrawalmessage, transmitted by a book-entry transfer facility to, and received by, the applicable Exchange Agent, forming a part of a confirmation of a book-entry transfer, which states that such book-entry transfer facility has received an express acknowledgment from the participant in such book-entry transfer facility tendering the Original Notes that such participant has received and agrees to be effective, you must deliverbound by the terms of the letter of instruction and that we may enforce such agreement against such participant. The tender by a written noticeholder of withdrawalOriginal Notes will constitute an agreement between such holder and us in accordance with the terms and subject to the exchange agentconditions set forth in this prospectus and in the letter of instruction. Although delivery of the Original Notes may be effected through book-entry transfer into the applicable Exchange Agent’s account at DTC and delivery of an agent’s message to such Exchange Agent, delivery of all other required documents (if any) must be made to the applicable Exchange Agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders. The method of delivery of the required documents other than the Original Notes (if any) to the applicable Exchange Agent is at the election and risk of the holders. In all cases, sufficient time should be allowed to assure timely delivery to the applicable Exchange Agent before 5:00 p.m., New York City time, on the expiration date. No Original Notes or other documents should be sent to us. There will be no fixed record date for determining registered holders of Original Notes entitled to participate in the Exchange Offers. Any beneficial holder whose Original Notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf and comply with the appropriateATOP procedures of ATOP. Any notice of withdrawal must: •specify the name of the person that tendered the old notes to be withdrawn;
•identify the old notes to be withdrawn, including the principal amount of those old notes; and
•where certificates for old notes are transmitted, the name of the registered holder of the old notes, if different from that of the person withdrawing the old notes.
If you delivered or otherwise identified certificated old notes to the exchange agent, you must submit the serial numbers of the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. See "—Procedures for Tendering Old Notes—Signature Guarantees" for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered old notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, old notes properly withdrawn may again be tendered at any timedescribed below on or prior to the expiration date in accordance with the procedures described under "—Procedures for Tendering Old Notes."date.
The Issuer will determine, in its sole and absolute discretion, allAll questions regardingas to the validity, form, and eligibility, including time of receipt, and withdrawal of noticesthe tendered Original Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes our acceptance of withdrawal. Its determinationwhich, in the opinion of these questionsour counsel, would be unlawful. We also reserve the right to waive any irregularities or conditions of tender as well as itsto particular Original Notes. Our interpretation of the terms and conditions of the exchange offer,Exchange Offers, including the instructions in the letter of transmittal,instruction, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as we shall determine. None of us, the Issuer and the guarantors, any of their respective affiliates or assigns, the exchange agentExchange Agents or any other person isshall be under any obligationduty to give noticenotification of anydefects or irregularities in any noticewith respect to tenders of withdrawal,Original Notes, nor willshall any of them be liableincur any liability for failingfailure to give any such notice.
Withdrawn old notesnotification. Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the Exchange Agents that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the holder as promptly as practicable after withdrawal without cost to such holder by the holder. applicable Exchange Agent to the tendering holders of Original Notes, unless otherwise provided in the letter of instruction, as soon as practicable following the expiration date.
In addition, we reserve the caseright in our sole discretion to: | (a) | purchase or make offers for any Original Notes that remain outstanding subsequent to the expiration date or, as set forth under “—Conditions,” to terminate the Exchange Offers in accordance with the terms of the registration rights agreements; and |
| (b) | to the extent permitted by applicable law, purchase Original Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the Exchange Offers. |
By tendering, each holder will represent to us that, among other things, | (a) | the New Notes acquired pursuant to the Exchange Offers are being obtained in the ordinary course of business of such holder or other person; |
| (b) | neither such holder nor such other person is engaged in or intends to engage in a distribution of the New Notes; |
| (c) | neither such holder or other person has any arrangement or understanding with any person to participate in the distribution of such New Notes; and |
| (d) | such holder or other person is not an “affiliate,” as defined under Rule 405 of the Securities Act, of the Issuers or, if such holder or other person is such an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. |
We understand that each of old notes tenderedthe Exchange Agents will make a request promptly after the date of this prospectus to establish accounts with respect to the Original 2023 Notes or the Original 2026 Notes, as applicable, at DTC for the purpose of facilitating the Exchange Offers, and subject to the establishment of such accounts, any financial institution that is a participant in DTC’s system may make book-entry delivery of Original Notes of a series by causing DTC to transfer such Original Notes into the applicable Exchange Agent’s account with respect to the Original Notes in accordance with the ATOP procedures for such transfer. Although delivery of the Original Notes of a series may be effected through book-entry transfer throughinto the applicable Exchange Agent’s account at DTC the old notes withdrawn willand delivery of an agent’s message to such Exchange Agent, all other required documents (if any) must in each case be creditedtransmitted to an account maintained with DTC. Conditionsand received or confirmed by such Exchange Agent at its address set forth below on or prior to the expiration date.
Withdrawal of Tenders Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. However, if the expiration date has been extended, tenders of Original Notes previously accepted for exchange as of the original expiration date may not be withdrawn. To withdraw a tender of Original Notes in the Exchange OfferOffers, you must comply with DTC’s procedures for withdrawal of tenders.Sufficient time should be allowed for completion of the ATOP withdrawal procedures during the normal business hours of DTC. A withdrawal may be effected by a properly submitted “Request Message” through ATOP, which must: specify the name of the DTC participant whose name appears on the security position listing as the owner of such tendered Original Notes; contain a description of the Original Notes to be withdrawn, including the principal amount; and be signed by such DTC participant in the same manner as the participant’s name is listed in the applicable agent’s message. Conditions Notwithstanding any other provisionterm of the exchange offer, the Issuer isExchange Offers, we will not be required to accept any Original Notes for exchange, or to issue new notes in exchange any New Notes for any old notes,Original Notes, and the Issuer and the guarantors may terminate or amend the exchange offer, if: •at any time prior toExchange Offers before the expiration date, if the Issuer and the guarantors determine, in their reasonable judgment, that the exchange offer violatesExchange Offers violate any applicable law or SEC policy;
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•at any time prior tointerpretation by the expiration date, any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our reasonable judgment, would be expected to impair our ability to proceed with the exchange offer;
•at any time prior to the expiration date, a material adverse development shall have occurred with respect to the Issuer; or
•all governmental approvals have not been obtained that the Issuer deems necessary for the consummationstaff of the exchange offer.
SEC. In addition, with respectwe will not be obligated to accept for exchange the Original Notes of any holder the exchange offer is conditioned on the tender of the old notesthat has not made to us by such holder in accordance with the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, asrepresentations described under "—“—Terms of the Exchange Offer."
In addition, at a time when any stop order is threatenedOffers—Procedures for Tendering” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or in effect with respectinterpretations to allow us to use an appropriate form to register the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.
If the Issuer and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy, the Registration Rights Agreement requires that the Issuer and the guarantors file with the SEC, and use commercially reasonable efforts to cause to be declared effectiveNew Notes under the Securities Act, a shelf registration statement relating toAct.
If we determine in our reasonable discretion that any of the offer and sale of notes. See "—Registration Rights; Additional Interest."foregoing conditions exist, we may: | (1) | refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders; |
| (2) | extend the Exchange Offers and retain all Original Notes tendered prior to the expiration of the Exchange Offers, subject, however, to the rights of holders who tendered such Original Notes to withdraw their tendered Original Notes; or |
| (3) | waive such condition, if permissible, with respect to the Exchange Offers and accept all properly tendered Original Notes which have not been withdrawn. If such waiver constitutes a material change to the Exchange Offers, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to the holders, and we will extend the Exchange Offers as required by applicable law. |
2023 Notes Exchange Agent HSBC Bank USA, National Association is servinghas been appointed as exchange agent for the exchange offer. You should direct questions and2023 Notes. Any requests for assistance requestsor for additional copies of this prospectus, related materials or documents required in connection with surrenders of the letter of transmittal and requestsOriginal 2023 Notes for notices of guaranteed deliveryconversion should be directed to the exchange agent. Holders of old notes seeking to tender old notes in the exchange offer should send certificates for old notes, letters of transmittal and any other required documents to the exchange agent by registered, certified or regular mail, hand delivery, overnight delivery service or facsimile,HSBC Bank USA, National Association addressed as follows: For all forms of delivery:
HSBC Bank USA, National Association,
Corporate Trust and Loan Agency
as Exchange Agent 452 Fifth Avenue
New York, NY 10016
10018 Attn: Account Bank
Facsimile: (212) 525-1300
For confirmation call: (212) 525-1427Corporate Trust & Loan Agency If you deliver the letter of transmittal or any other required documents to an address other than as set forth above or transmit the letter of transmittal or any other required documentation via facsimile to a number other than as indicated above, your tender of old notes will be invalid.
Facsimile:Table of Contents212-525-1300 2026 Notes Exchange Agent The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for the 2026 Notes. Any requests for assistance or for additional copies of this prospectus, related materials or documents required in connection with surrenders of Original 2026 Notes for conversion should be directed to The Bank of New York Mellon Trust Company, N.A. addressed as follows: The Bank of New York Mellon Trust Company, N.A., as Exchange Agent c/o The Bank of New York Mellon Corporation Corporate Trust Operations—Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Eric Herr Tel:315-414-3362 Facsimile:732-667-9408 Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com Fees and Expenses The Registration Rights Agreement provides thatWe have agreed to bear the Issuer andexpenses of the guarantors will bear all expensesExchange Offers pursuant to the registration rights agreements. We have not retained any dealer manager in connection with the performance of their obligations relatingExchange Offers and will not make any payments to the registrationbrokers, dealers or others soliciting acceptances of the new notes and the conduct of the exchange offer. These expenses include, among others, registration and filing fees, accounting and legal fees and printing costs.Exchange Offers. We, however, will pay the exchange agent reasonable and customary fees for itstheir services and will reimburse them for their reasonableout-of-pocket expenses. expenses in connection with providing such services.
We have not retained any dealer-managerThe cash expenses to be incurred in connection with the exchange offerExchange Offers will be paid by us. Such expenses include fees and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of old notes pursuant to the exchange offer.
Transfer Taxes
Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holderexpenses of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then any such transfer taxes, whether imposed on the registered holder or on any other person, will be payable by the holder or such other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.Exchange Agents, accounting and legal fees and printing costs, among others.
Accounting Treatment The new notesNew Notes will be recorded at the same carrying value as the old notes.Original Notes as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize anyno gain or loss for accounting purposes. We intend to amortize thepurposes will be recognized by us. Certain expenses of the exchange offerExchange Offers and the unamortized expenses related to the issuance of the old notesOriginal Notes will be amortized over the term of the new notes.Notes in accordance with the applicable accounting framework. Consequences of Failure to Exchange Old Notes Holders of Original Notes who are eligible to participate in the old notesExchange Offers but who do not tender their Original Notes will not have any appraisal or dissenters'further registration rights, in the exchange offer. Old notes that are not tendered or are tendered but not acceptedand their Original Notes will following the consummation of the exchange offer, remain outstanding and continue to accrue interest and be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth intransfer. Accordingly, such Original Notes may be resold only: to us, upon redemption of such Original Notes or otherwise, so long as the legends on the old notes. In general, the old notes, unless registeredOriginal Notes are eligible for resale pursuant to Rule 144A under the Securities Act, may not be offered or sold except pursuant to an exemption from, ora person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction not subjectmeeting the requirements of Rule 144A, outside the United States to a foreign person in a transaction meeting the Securities Act and applicable state securities laws. Following the consummationrequirements of the exchange offer, the Issuer and the guarantors will have no further obligation to provide for the registrationRule 904 under the Securities Act, of the old notes. See "—Registration Rights; Additional Interest." We do not currently anticipate that we will take any action following the consummation of the exchange offer to register the old notes in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to us, or under an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state securities laws. Consummation of the exchange offer may have adverse consequences to non-tendering old note holders, includingUnited States.
Regulatory Approvals We do not believe that the reducedreceipt of any material federal or state regulatory approval will be necessary in connection with the Exchange Offers, other than the effectiveness of the Exchange Offers registration statement under the Securities Act. Other Participation in the Exchange Offers is voluntary and holders of Original Notes should carefully consider whether to accept the terms and condition of the Exchange Offers. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decision on what action to take with respect to the Exchange Offers. DESCRIPTION OF THE 2023 NOTES This description of notes relates to the 5.625% senior notes due 2023 (the “New 2023 Notes”), to be issued by Marriott Ownership Resorts, Inc. and ILG, LLC (the “Issuers” and each an “Issuer”) in exchange for $88,165,000 aggregate principal amount of 5.625% Senior Notes due 2023 (the “Original 2023 Notes” and, together the New 2023 Notes and any additional notes, the “2023 Notes”), issued by the Issuers pursuant to an indenture, dated as of September 4, 2018, by and among the Issuers, Marriott Vacations Worldwide Corporation, the other guarantors party thereto and HSBC Bank USA, National Association, as trustee (the “2023 Notes Trustee”), relating to the 2023 Notes (as supplemented, the “2023 Notes Indenture”). Interest on each 2023 Note will accrue from the last interest payment date on which interest was paid on the tendered Original 2023 Note in exchange therefor or, if no interest has been paid on such Original 2023 Note, from the first date Original Notes of such series were issued. Any Original 2023 Note that remains outstanding old notes as a resultafter completion of the exchange offer may adversely affect the trading market, liquidity and market price of the old notes. See "Risk Factors—Risks Relating to Our Indebtedness and the Notes—If you fail to complyExchange Offers, together with the procedures for tendering old notes, your old notes2023 Notes, will remain outstanding after the consummation of the exchange offer" for further information. The new notes and any old notes which remain outstanding after consummation of the exchange offer will vote together for all purposesbe treated as a single class of securities under the indenture.
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Registration Rights; Additional Interest
Pursuant to the Registration Rights Agreement, the Issuer and the guarantors may elect to effect an exchange offer to offer registered notes to the holders or, if:
•applicable interpretations of the staff of the SEC do not permit the Issuer and the guarantors to effect an exchange offer; or
•any holder of old notes (other than an initial purchaser) is not eligible to participate in the exchange offer,
then in lieu of effecting the exchange offer, the Issuer and the guarantors will, at their cost,
•promptly as practicable, file a shelf registration statement with the SEC covering resales of the old notes or the new notes;
•use commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act; and
•use commercially reasonable efforts to keep the shelf registration statement effective until the earliest of (x) the second anniversary of the effective date of the shelf registration statement and (y) the date on which all of the notes or exchange notes, as applicable, covered by the shelf registration statement have been sold pursuant to the shelf registration statement.
If:
•the exchange offer has not been consummated on or prior to June 8, 2016;
•the shelf registration statement has not been filed, if required by the Registration Rights Agreement; or
•other registration defaults contemplated by the Registration Rights Agreement occur;
then interest, referred to in this section of the prospectus as additional interest, will accrue on the principal amount of the old notes (in addition to the stated interest on the old notes) from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. Upon the cure of all registration defaults, the accrual of additional interest shall cease.
Holders of the old notes will be required to make specified representations to the Issuer in order to participate in the exchange offer. In order to have their old notes included in the shelf registration statement and benefit from the provisions regarding default damages set forth above, holders of the old notes will be required to deliver specified information to be used in the shelf registration statement. By acquiring old notes or new notes, a holder will be deemed to have agreed to indemnify the Issuer and the guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of written notice to that effect from the Issuer.
For further information concerning the registration rights of holders of old notes, you should refer to the Registration Rights Agreement, which we have filed as Exhibit 4.3 to the registration statement of which this prospectus is a part.
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DESCRIPTION OF NOTES
You can find the definitions of capitalized terms used in this description“Description of the 2023 Notes” and not defined elsewhere under the subheading "Definitions."“—Definitions.” Terms defined in this “Description of the 2023 Notes” are defined for use in this section only, and the same terms may have different meanings in the “Description of the 2026 Notes” or elsewhere in this prospectus. In this description,“Description of the 2023 Notes,” the words "Issuer," "we," "us"“Issuers,” “we,” “us” or "our"“our” refer to Interval Acquisition Corp.Marriott Ownership Resorts, Inc., a Delaware corporation, and ILG, LLC, a Delaware limited liability company, and not to any of their Subsidiaries. Because consents of the holders of a majority of the aggregate principal amount of the Existing ILG Notes were not received in the Consent Solicitation, ILG became aco-issuer of the 2023 Notes rather than a Subsidiary Guarantor of the 2023 Notes. As such, where applicable, certain changes were made in the Indenture, including references to ILG as the “Co-Issuer” and the treatment of theCo-Issuer in a manner similar to the Issuer for purposes of the covenants and other terms described in this “Description of the 2023 Notes,” including with respect to the obligation to pay any principal of, or premium, if any, and interest on, the 2023 Notes and the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property.” The words "Parent Guarantor"“Parent Guarantor” refer only to Interval Leisure Group, Inc.,Marriott Vacations Worldwide Corporation, a Delaware corporation, and not to any of its Subsidiaries, except for the purpose of financial data determined on a consolidated basis. In addition, the words "Subsidiary Guarantor"“Subsidiary Guarantor” refer to all existing Subsidiaries of the IssuerParent Guarantor that Guarantee the notes2023 Notes and to any future Subsidiaries of the Parent Guarantor that guaranteeGuarantee the notes.2023 Notes in the future. The word "Guarantors"“Guarantors” refers to the Parent Guarantor and the Subsidiary Guarantors, collectively. General
The old notes were issued under an indenture, dated as of April 10, 2015, with HSBC Bank USA, National Association, as Trustee (as referenced herein, the "trustee" or the "Trustee"), as supplemented by a first supplemental indenture, dated as of November 10, 2015 (together, the "indenture"). The Issuer will issue the new notes under the indenture. We have filed a copy of the indenture as Exhibit 4.2 to the registration statement of which this prospectus is a part. The terms of the new notes will be identical in all material respects to the terms of the old notes, except that the new notes:
•will have been registered under the Securities Act;
•will not bear restrictive legends restricting their transfer under the Securities Act;
•will not entitle holders to the registration rights that apply to the old notes; and
•will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.
This "Description of Notes" sectionfollowing description is a summary of the material provisions of the indenture and the new notes.2023 Notes Indenture. It does not purportrestate the 2023 Notes Indenture in its entirety. We urge you to restate those documents in their entirety and is qualifiedread the 2023 Notes Indenture in its entirety by reference to all the provisionsbecause it, and not this description, defines your rights as a holder of the indenture and the notes, including the definitions of certain terms therein and those terms made a part thereof by the Trust Indenture Act of 1939, as amended.
Holding Company Structure
The Issuer is a holding company and does not have any material assets or operations other than ownership2023 Notes. Copies of the capital stock of its subsidiaries and joint ventures. All of its operations2023 Notes Indenture are conducted through its subsidiaries. As a result,available without charge upon request to the Issuer depends onat the cash flow of its subsidiaries to meet its obligations, including its obligationsaddress indicated under the notes. Claims of creditors of such subsidiaries that are not Guarantors, including trade creditors, of such Subsidiaries generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of the Issuer's creditors, including holders of the notes. The notes, therefore, are structurally subordinated to creditors, including trade creditors, of our Subsidiaries that are not Guarantors.“Where You Can Find More Information.”
Brief Description of the Notes and the Guarantees The Notes The 2023 Notes: The notes will be: •are general unsecured obligations of the Issuer;
•rankedIssuers;rank equally in right of payment with all of the Issuer'sIssuers’ existing and future senior debt;Debt, including borrowings under the Credit Agreement and the 2026 Notes;
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•rankedrank senior in right of payment to all of the Issuer'sIssuers’ future Subordinated Indebtedness;
•rankedObligations;
are effectively juniorsubordinated to (i) all debt and other liabilities (including trade payables) of our Subsidiaries (if any) that are not Guarantors and (ii) all secured obligations of the Issuer (including amounts outstandingIssuers, including borrowings under the Credit Facility)Agreement, to the extent of the value of the assets securing such obligations; are structurally subordinated to all Debt and
• other liabilities (including trade payables) of the Parent Guarantor’s Subsidiaries that are not Subsidiary Guarantors; andare fully and unconditionally guaranteed, on a senior basis, by the Guarantors. Although the notes2023 Notes are titled "senior,"“senior,” we have not issued, and do not currently have any plans to issue, any indebtedness which would be subordinated in right of payment to the notes.2023 Notes. The notes will be issued in fully registered form only, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Note Guarantees The Note Guarantees: The notes will be guaranteed by the Guarantors, which initially will include ILG and certain of our direct and indirect Restricted Subsidiaries that are Domestic Subsidiaries. Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will be obligated to pay the holders of their indebtedness and their trade creditors before they will be able to distribute any of their assets to us. As of December 31, 2015:
•the Issuer and its subsidiaries had $425.0 million principal amount of indebtedness on a consolidated basis, consisting of:
•$350.0 million principal amount of the notes, and
•$75.0 million principal amount of secured debt;
•an additional $516.4 million was available for borrowing on a secured basis under our senior secured credit facilities, excluding letters of credit totaling approximately $8.6 million, which borrowings and related guarantees would be secured.
Our non-guarantor subsidiaries accounted for $90.7 million or 13.0% of our total revenues for the fiscal year ended December 31, 2015 and approximately $102.1 million, or 16.6% of our total revenues for the year ended December 31, 2014 and accounted for $237.4 million or 18.6% of our total assets and approximately $50.6 million or 6.2% of our total liabilities as of December 31, 2015.
The Guarantees will be:
•- general unsecured obligations of each Guarantor;
•ranked
rank equally in right of payment with all existing and future senior debtDebt of such Guarantor;
•rankedGuarantor, including borrowings under the Credit Agreement, the Existing ILG Notes that were not exchanged in the ILG Notes Exchange Offer, the 2026 Notes and the Convertible Notes (with respect to the Parent Guarantor only);rank senior in right of payment to all existing and future Subordinated IndebtednessObligations of such Guarantor; and
•rankedare effectively juniorsubordinated to all secured obligations of such Guarantor, (includingincluding the secured guarantee by such guarantor of our obligations under the Credit Facility)Agreement, to the extent of the value of the assets securing such obligations. As of the Issue Date, all of our Domesticthe Parent Guarantor’s Subsidiaries will bewere Restricted Subsidiaries and will be Guarantors.Subsidiaries. Under certain circumstances, we will beare permitted to designate certain of our Subsidiaries as a "Unrestricted“Unrestricted Subsidiaries."” Unrestricted Subsidiaries willwould not be subject to any of the restrictive
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covenants in the indenture.2023 Notes Indenture. Unrestricted Subsidiaries willwould not guaranteeGuarantee the notes. Restricted Subsidiaries that are not Domestic Subsidiaries will not be required to guarantee the notes.2023 Notes. Principal, Maturity and Interest We will issue $350 millionissued $88,165,000 in initial aggregate principal amount of notes underOriginal 2023 Notes on the indentureIssue Date and, subject to compliance with the covenant described under "—“—Certain Covenants—Limitation on Debt,"” we can issue an unlimited amount of additional notes2023 Notes under the 2023 Notes Indenture at later dates. Any additional notes2023 Notes that we issue in the future under the 2023 Notes Indenture will be identical in all respects to the notes2023 Notes that we are issuing now, except that the notes2023 Notes issued in the future will have different issuanceissue prices, issue dates, first interest payment dates and issuance dates; first dates from which interest will accrue;providedthat if the additional notes2023 Notes are not fungible with the notes2023 Notes for U.S. federal income tax purposes, the additional notes2023 Notes will be issued with a separate CUSIP number. The 2023 Notes and any additional 2023 Notes, if any, will be treated as a single class for all purposes of the 2023 Notes Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the 2023 Notes Indenture and this “Description of the 2023 Notes,” references to the 2023 Notes include any additional 2023 Notes actually issued. We will issue notes2023 Notes only in fully registered form without coupons, in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. The notes2023 Notes will mature on April 15, 2023. Interest on the notes will accrue2023 Notes accrues at a rate of 5.625% per annum. Interest on the notes will be2023 Notes is payable semi-annually in arrears on April 15 and October 15, commencing on October 15, 2016.2019. We will pay interest to those persons who were holders of record on the April 1 or October 1 immediately preceding each interest payment date. Interest on the notes2023 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid.April 15, 2019. Interest will beis computed on the basis of a360-day year comprised of twelve30-day months. The notes will be2023 Notes are denominated in U.S. Dollars and all payments of principal and interest thereon will be paid in U.S. Dollars. Ranking The notes will be the2023 Notes are senior unsecured obligations of the IssuerIssuers and will initially beare guaranteed by the Parent Guarantor and each of the Issuer'sits Restricted Subsidiaries that is required to provide a guarantee or is a borrower or guarantor under the Credit Agreement. The notes2023 Notes rank equally with orall senior to allunsecured Debt of the IssuerParent Guarantor and the Subsidiary Guarantors (including the Existing ILG Notes that were not exchanged in the ILG Notes Exchange Offer, the 2026 Notes and the Convertible Notes (with respect to the Parent Guarantor only)) but arewill be effectively juniorsubordinated to all secured Debt, including our obligations under the Credit Agreement, to the extent of the value of the assets securing such Debt. Subject to the limits described under "—Certain Covenants—Limitation on Debt "and "—Certain Covenants—Limitation on Liens," the Issuer and its Restricted Subsidiaries may Incur additional secured Debt. Certain of the Issuer'sParent Guarantor’s Subsidiaries do not and will not guarantee the notes,2023 Notes, including any Receivables Subsidiary so long as it remains a Receivablesor Foreign Subsidiary. Claims of creditors ofnon-Guarantor Subsidiaries, including trade creditors, and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those Subsidiaries, generally will have priorityare structurally senior with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer,Parent Guarantor, the Issuers or the Subsidiary Guarantors, including holders of the notes.2023 Notes. The notes2023 Notes and each Note Guarantee (as defined below)are therefore will be effectivelystructurally subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of the IssuerParent Guarantor (other than the Issuers or the Subsidiary Guarantors). As of March 31, 2019: we had approximately $3,955 million of total gross indebtedness (including the 2023 Notes); of our total indebtedness, we had approximately $973 million of gross secured indebtedness (excluding (i) $4 million of outstanding letters of credit under the Credit Agreement and(ii) non-recourse, securitized debt, including any borrowings under the warehouse credit facility) to which the 2023 Notes are effectively subordinated; and we had commitments available to be borrowed under the Credit Agreement of $521 million (after giving effect to $4 million of outstanding letters of credit). Although the indenture2023 Notes Indenture limits the Incurrence of Debt ofby the Parent Guarantor and its Restricted Subsidiaries, thethis limitation is subject to a number of significant exceptions. The Parent Guarantor and its Restricted Subsidiaries may Incur a substantial amount of additional Debt, and a significant portion of such Debt may be secured Debt. Moreover, the indenture2023 Notes Indenture does not impose any limitation on the Incurrence by the Parent Guarantor and its Restricted Subsidiaries of liabilities that are not considered Debt under the indenture.2023 Notes Indenture. See "—“—Certain Covenants—Limitation on Debt."
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Optional Redemption Except as set forth in the next two paragraphs, notes will not be redeemable at the option of the Issuer prior to April 15, 2018. On or after April 15, 2018, the IssuerThe Issuers may, at itstheir option, redeem all or any portion of the notes,2023 Notes, at once or overany time, upon not less than 30 days nor more than 60 days prior notice. The notes may be redeemednotice, at the redemption prices set forth below,plusaccrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for notes2023 Notes redeemed during the12-month period commencing on April 15 of the years set forth below, and are expressed as percentages of principal amount:
| | | | | Redemption Year | | Price | | 2019 | | | 102.813 | % | 2020 | | | 101.406 | % | 2021 and thereafter | | | 100.000 | % |
| | | | | Redemption Year | | Price | |
|---|
2018 | | | 104.219 | % | 2019 | | | 102.813 | % | 2020 | | | 101.406 | % | 2021 and thereafter | | | 100.000 | % |
At any time and from timeAny notice of redemption may, at the Issuers’ discretion, be subject to time, prior to April 15, 2018, the Issuer may, on any one or more occasions, redeem up toconditions precedent, including a maximumsale of 35%Capital Stock of the original aggregate principal amountParent Guarantor, an Incurrence of Debt, a Change of Control or other transaction. If any redemption is subject to the notes (including additional notes, if any) with the proceedssatisfaction of one or more Equity Offerings, at aconditions precedent, the related redemption price equal to 105.625% ofnotice shall describe each such condition, and if applicable, shall state that, in the principal amount thereof, plus accrued and unpaid interest thereon, if any, toIssuers’ discretion, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that immediately after giving effect tomay be delayed until such time as any redemption of this kind, at least 65% of the original aggregate principal amount of notes (including additional notes, if any) remains outstanding. Any redemption of this kindor all such conditions shall be made within 90 days ofsatisfied or waived, or that such Equity Offering uponredemption may not less than 30occur and no more than 60 days' prior notice.
such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed. In addition, the IssuerIssuers may choose to redeem all or any portion of the notes, at once or over time, prior to April 15, 2018. If it does so, it may redeem the notes upon not less than 30 days nor more than 60 days prior notice. To redeem the notes, the Issuer must pay a redemption price equal to the sum of: (a) 100% of the principal amount of the notes to be redeemed,plus
(b) the Applicable Premium,
plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interestprovide in such notice that payment date).
Any notice to holders of notes of such a redemption needs to include the appropriate calculation of the redemption price but does not needand performance of the Issuers’ obligations with respect to include thesuch redemption price itself. The actual redemption price, calculated as described above, mustmay be set forth in an Officers' Certificate delivered to the trustee no later than two Business Days prior to the redemption date.performed by another Person.
If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, to, but not including, the redemption date will be paid on the redemption date to the Person in whose name the note2023 Note is registered at the close of business on such record date. In the case of any partial redemption, the trustee2023 Notes Trustee will select notes2023 Notes for redemption by such method as it shall deem fair and appropriate;providedthat if the notes2023 Notes are in global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no note2023 Note of $2,000 in original principal amount or less will be redeemed in part. If any note2023 Note is to be redeemed in part only, the notice of redemption relating to such note2023 Note will state the portion of the principal amount
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thereof to be redeemed. A new note2023 Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note.2023 Note. Mandatory Redemption; Sinking Fund There willThe Issuers are not be norequired to make any mandatory redemption or sinking fund payments forwith respect to the notes.2023 Notes. However, under certain circumstances, the Issuers may be required to offer to purchase the 2023 Notes as described under “—Repurchase at the Option of Holders Upon a Change of Control” and “Certain Covenants—Limitation on Asset Sales.”
The Issuers and their affiliates may acquire 2023 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the 2023 Notes Indenture. Note Guarantees The obligations of the IssuerIssuers pursuant to the notes,2023 Notes, including any repurchase obligation resulting from a Change of Control, will beare unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Parent Guarantor and each Restricted Subsidiary of the IssuerParent Guarantor that guarantees or is a borrower under the Credit Agreement and certainor other Debt (the "Note Guarantees" and each, a "Note Guarantee"). If any Restricted Subsidiary (including any newly acquired or created Restricted Subsidiary) other than the Issuer becomes a borrower or guarantor under the Credit AgreementFacility or other capital markets debt securities of an Issuer or a Guarantor (the “Note Guarantees” and each, a “Note Guarantee”). If any Restricted Subsidiary (other than any Receivables Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary of the Parent Guarantor (and any Domestic Restricted Subsidiary that is anon-Wholly Owned Subsidiary of the Parent Guarantor if suchnon-Wholly Owned Subsidiary guarantees other capital markets debt securities of an Issuer or a Guarantor) becomes a borrower or guarantor under any Credit Facility or other capital markets debt securities of any Issuer or any Guarantor after the date of the indenture, the newIssue Date, such Restricted Subsidiary must provide a Note Guarantee. Not all of the Parent Guarantor’s Subsidiaries guarantee the 2023 Notes. In the event of a bankruptcy, liquidation or reorganization of any of thesenon-guarantor Subsidiaries, thesenon-guarantor Subsidiaries must pay the holders of their debts and their trade creditors in full before they will be permitted to distribute any of their assets to the Issuers or another Guarantor. For the quarter ended March 31, 2019, ournon-guarantor Subsidiaries represented 15% of our revenue and 47% of our operating income. For the year ended December 31, 2018, ournon-guarantor Subsidiaries represented 14% of our revenue and 9% of our income before income taxes. As of March 31, 2019, ournon-guarantor Subsidiaries represented 17% of our total assets and had $18 million of total liabilities, including debt and trade payables but excluding intercompany liabilities. Each Note Guarantee will beis limited to the maximum amount that would not render the Guarantor'sGuarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor'sGuarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the notes,2023 Notes, or a Guarantor may have effectively no obligation under its Note Guarantee. See "Risk“Risk Factors—Risks Related to Our Indebtedness, the Exchange Offers and the New Notes—FederalU.S. federal and state fraudulent conveyancetransfer laws may permit a court to void the notes andNotes and/or the guarantees,Note Guarantees, and if that occurs, you may not receive any payments on the notes or the guarantees."Notes.” The Note Guarantee of a Subsidiary Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon: (1) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the Property of the Subsidiary Guarantor (other(in each case other than to the IssuerParent Guarantor or a Domestic Restricted Subsidiary) otherwise permitted by the indenture;2023 Notes Indenture; (2) the release or discharge of such Subsidiary Guarantor's guarantee of the obligationsGuarantor as a guarantor or borrower under the Credit Agreement or the release or discharge ofand any other Credit Facility and such otherSubsidiary Guarantor’s guarantee in respect of other capital markets debt securities of theany Issuer or any Guarantor, as applicable, that resulted in the creation of such Note Guarantee other than, in each case, a release or discharge through payment thereon; (3) the designation in accordance with the indenture2023 Notes Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; or (4) defeasance or discharge of the notes,2023 Notes, as provided in "—“—Defeasance and Discharge."”
The Note Guarantee of Parent Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon defeasance or discharge of the notes,2023 Notes, as provided in "—“—Defeasance and Discharge."” While Parent Guarantor will be a Guarantor of the notes and the indenture on the Issue Date, Parent Guarantor will not be subject to most of the covenants in the indenture that are applicable to the Issuer and its Restricted Subsidiaries. In particular, the Indenture does not limit the incurrence of Debt by Parent Guarantor.
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Repurchase at the Option of Holders Upon a Change of Control Upon the occurrence of a Change of Control, each holder of notes2023 Notes will have the right to require us to repurchase all or any part of that holder's notesholder’s 2023 Notes pursuant to the offer described below (the "Change“Change of Control Offer"Offer”) at a purchase price (the "“Change of Control Purchase Price"”) equal to 101% of the principal amount thereof,plusaccrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any Change of Control, the IssuerIssuers shall send or cause to be sent by first-class mail (or electronic transmission in the case of notes2023 Notes held in book-entry form), with a copy to the trustee,2023 Notes Trustee, to each holder of notes,2023 Notes, at such holder'sholder’s address appearing in the security register, a notice stating: (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant described herein under "—“—Repurchase at the Option of Holders Upon a Change of Control"Control” and that all notes2023 Notes timely tendered will be accepted for repurchase; (2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered; and
(3) the procedures that holders of notes2023 Notes must follow in order to tender their notes2023 Notes (or portions thereof) for payment, and the procedures that holders of notes2023 Notes must follow in order to withdraw an election to tender notes2023 Notes (or portions thereof) for payment. We will not be required to make a Change of Control Offer following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture2023 Notes Indenture applicable to a Change of Control Offer made by us and purchases all notes2023 Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to the indenture2023 Notes Indenture to redeem all of the notes,2023 Notes, as described above under the caption "—“—Optional Redemption,"” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes2023 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described above, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance. The Change of Control repurchase feature is a result of negotiations between us and the initial purchasers. The Issuer hasWe have no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the covenants described below, we could, in the future, enter into transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture,2023 Notes Indenture, but that could increase the amount of Debt outstanding at such time or otherwise affect our capital structure or credit ratings.
The definition of "Change“Change of Control"Control” includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of "all“all or substantially all"all” of our assets.the Parent Guarantor’s Property. Although there is a developing body of case law interpreting the phrase "substantially“substantially all,"” there is no precise established
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definition of the phrase under applicable law. Accordingly, if we dispose of less than all of our assetsthe Parent Guarantor’s Property is disposed of by any of the means described above, the ability of a holder of notes2023 Notes to require us to repurchase its notes2023 Notes may be uncertain. The Credit Agreement restricts us in certain circumstances from purchasing any notes prior to maturity of the notes and also provides that the occurrence of some of the events that would constitute a Change of Control would constitute a default under the Credit Agreement. Future Debt of the IssuerIssuers may contain prohibitions of certain events that would constitute a Change of Control or require that future Debt be repurchased upon a Change of Control. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to purchase notes2023 Notes in connection with a Change of Control would result in a default under the indenture.2023 Notes Indenture. Any such default would, in turn, constitute a default under the Credit Agreement, and may constitute a default under any of our future Debt as well. Our obligation to make an offer to repurchase the notes2023 Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of that Change of Control with the written consent of the holders of a majority in principal amount of the notes.2023 Notes. See "—“—Amendments and Waivers."” Certain Covenants Set forth below are summaries of certain of the covenants to be contained in the indenture.2023 Notes Indenture. Covenant Suspension During any period of time that: (a) the notes2023 Notes have Investment Grade Ratings from both Rating Agencies, and (b) no Default or Event of Default has occurred and is continuing under the indenture, 2023 Notes Indenture,
the IssuerParent Guarantor and the Restricted Subsidiaries will not be subject to the following provisions of the indenture:2023 Notes Indenture: •"“—Limitation on Debt,"
•"”“—Limitation on Restricted Payments,"
•"”“—Limitation on Asset Sales,"
•"”“—Limitation on Restrictions on Distributions from Restricted Subsidiaries,"
•"”“—Limitation on Transactions with Affiliates"Affiliates” and
•clause (e) of the first paragraph of "—“—Merger, Consolidation and Sale of Property"Property” (collectively, the "“Suspended Covenants"Covenants”). In the event that the IssuerParent Guarantor and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the notes2023 Notes below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing (the date of such ratings withdrawal or downgrade or the occurrence of such Default or Event of Default, the "Reversion Date"“Reversion Date”), then the IssuerParent Guarantor and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for all periods after that withdrawal, downgrade, Default or Event of Default and, furthermore, compliance with the provisions of the covenant described in "—“—Limitation on Restricted Payments"Payments” with respect to Restricted Payments made after the time of the withdrawal, downgrade, Default or Event of DefaultReversion Date will be calculated in accordance with the terms of that covenant as though that covenant had been in effect during the entire period of time from the Issue Date,providedthat there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the time (the "“Suspension Period"Period”) that the IssuerParent Guarantor and the Restricted Subsidiaries were not subject to the Suspended
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Covenants (or after that time based solely on events that occurred during that time). Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of "—“—Limitation on Restricted Payments."” The IssuerIssuers will give the trustee2023 Notes Trustee written notice of any such suspension of covenants and in any event not later than five Business Days after such suspension has occurred. In the absence of such notice, the trustee2023 Notes Trustee shall assume that the Suspended Covenants are in full force and effect. Solely for the purpose of determining the amount of Permitted Liens under the "—“—Limitation on Liens"Liens” covenant during any Suspension Period (as defined below) and without limiting the Issuer'sParent Guarantor’s or any Restricted Subsidiary'sSubsidiary’s ability to Incur Debt during any Suspension Period, to the extent that calculations in the "—“—Limitation on Liens"Liens” covenant refer to the "—“—Limitation on Debt"Debt” covenant, such calculations shall be made as though the "—“—Limitation on Debt"Debt” covenant remains in effect during the Suspension Period. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of the covenant described under "—“—Limitation on Debt"(toDebt” (to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of the covenant described under "—“—Limitation on Debt,"” such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (g) of the second paragraph of the covenant described under "—“—Limitation on Debt."” For purposes of determining compliance with the covenant described under "—“—Limitation on Asset Sales,"” on the Reversion Date, the Net Available Cash from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. No Subsidiaries may be designated as Unrestricted Subsidiaries during any Suspension Period. The IssuerIssuers will give the trustee2023 Notes Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the trustee2023 Notes Trustee shall assume that the Suspended Covenants apply and are in full force and effect.
There can be no assurance that the 2023 Notes will ever achieve or maintain Investment Grade Ratings. Limitation on Debt The IssuerParent Guarantor shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt (including Acquired Debt) unless, after giving effect to the application of the proceeds thereof and either: (1) the Debt is Debt (in each case, including Acquired Debt) of the IssuerParent Guarantor or a Restricted Subsidiary and after giving pro forma effect to the Incurrence of the Debt and the application of the proceeds thereof, the Consolidated Fixed Charges Coverage Ratio would be at least 2.00 to 1.00;providedthat the aggregate principal amount of Debt permitted to be Incurred pursuant to this clause (1) by Restricted Subsidiaries that are not the IssuerIssuers or Subsidiary Guarantors may not exceed $35 million at any time outstanding, or (2) the Debt is Permitted Debt.
The term "Permitted Debt"“Permitted Debt” is defined to include the following: (a) Debt of the IssuerParent Guarantor or any Restricted Subsidiary evidenced by the notesOriginal 2023 Notes and New 2023 Notes offered hereby and the related Note Guarantees (including exchange notes pursuant toNew 2023 Notes and the Registration Rights AgreementGuarantees thereof, but excluding any additional notes)2023 Notes); (b) Debt of the IssuerParent Guarantor or a Restricted Subsidiary Incurred under Credit Facilities up to an aggregate principal amount (with letters of credit and bankers'bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) not to exceed $700 million at any time outstanding, which amount shall be permanently reduced by the amount of Net Available Cash
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from an Asset Sale used to Repay Debt Incurred pursuant to this clause (b), pursuant to the covenant described under "—“—Limitation on Asset Sales"Sales”;
(c) Debt of the IssuerParent Guarantor owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the IssuerParent Guarantor or any Restricted Subsidiary;provided,however, that (1) any subsequent issue or transfer of Capital Stock or other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of that Debt (except to the IssuerParent Guarantor or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt by the Issuerissuer thereof, and (2) if the Parent Guarantor, an Issuer or a Subsidiary Guarantor is the obligor on that Debt and the Debt is owed to a Restricted Subsidiary that is not thean Issuer or a Subsidiary Guarantor, the Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes2023 Notes or the applicable Note Guarantee; (d) Debt of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquired by the IssuerParent Guarantor or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, a transaction or series of transactions pursuant to which the Restricted Subsidiary became a Restricted Subsidiary of the IssuerParent Guarantor or was otherwise acquired by the Issuer)Parent Guarantor);providedthat the principal amount of any Debt Incurred pursuant to this clause (d) outstanding at any one time may not exceed the greater of (x) $35 million and (y) 3.5% of the Issuer'sParent Guarantor’s Consolidated Total Assets; (e) Debt in connection with one or more standby letters of credit or performance or surety bonds or completion guarantees issued by the IssuerParent Guarantor or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (f) Debt arising from agreements of the IssuerParent Guarantor or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Debt
Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock;provided,however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the IssuerParent Guarantor or such Restricted Subsidiary in connection with such disposition; (g) Debt of the IssuerParent Guarantor and its Restricted Subsidiaries outstanding on the Issue Date (including any Existing ILG Notes not exchanged in the ILG Notes Exchange Offer, the 2026 Notes and the Convertible Notes, including, in each case, any Guarantee thereof) and, in each case, not otherwise described in clauses (a) through (f) above and clause (l) below; (h) Debt of the IssuerParent Guarantor or a Restricted Subsidiary (other than any Receivables Subsidiary) in an aggregate principal amount outstanding at any one time not to exceed $150 million; (i) Debt of the IssuerParent Guarantor or a Restricted Subsidiary Incurred in respect of Capital Lease Obligations, Purchase Money Debt and Sale and Leaseback Transactions, Transactions;providedthat the principal amount of any Debt Incurred pursuant to this clause (i) outstanding at any one time may not exceed the greater of (x) $50 million and (y) 5.0% of the Issuer'sParent Guarantor’s Consolidated Total Assets; (j) Debt of theany Issuer or any Subsidiary Guarantor consisting of Guarantees of Debt of the IssuerParent Guarantor or any Restricted Subsidiary Incurred under any other clause of this covenant; (k) Debt of Foreign Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed $50 million; (l) Debt under Hedging Obligations that are Incurred in the ordinary course of business, (andunder Permitted Bond Hedge Transactions or consisting of any Permitted Warrant Transaction, in each case not for speculative purposes);purposes;
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(m) Debt to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes2023 Notes in each case in accordance with the requirements of the indenture;2023 Notes Indenture; (n) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (d) and (g) above or this clause (n); (o) Debt of any Receivables Subsidiary under an Accounts Receivable Facility to the extent that the obligations thereunder are required to be reflected as a liability on the consolidated balance sheet of the IssuerParent Guarantor in accordance with GAAP; (p) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;providedthat such Debt is extinguished within five (5) Business Days of its Incurrence; (q) Debt in respect of trade letters of credit, warehouse receipts or similar instruments issued to support performance obligations (other than obligations in respect of Debt) in the ordinary course of business;provided that the aggregate stated amount of any such trade letters of credit, warehouse receipts or similar instruments shall not exceed, as of the date of issuance, amendment or extension thereof, $15.0 million; (r) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Debt representing deferred compensation to employees of the IssuerParent Guarantor or any Subsidiary incurredIncurred in the ordinary course of business; (t) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (s) above.
For purposes of determining compliance with any restriction on the Incurrence of Debt in U.S. Dollars where Debt is denominated in a different currency, the amount of such Debt will be the Dollar Equivalent determined on the date of such determination. The principal amount of any Permitted Refinancing Debt Incurred in the same currency as the Debt being refinanced will be the Dollar Equivalent of the Debt refinanced determined on the date such Debt being refinanced was initially Incurred. Notwithstanding any other provision of this covenant, for purposes of determining compliance with this "Limitation“Limitation on Debt"Debt” covenant, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the IssuerParent Guarantor or any Restricted Subsidiary may Incur under any of clauses (a) through (t) of this "Limitation“Limitation on Debt"Debt” covenant. For purposes of determining compliance with the covenant described above: (A) in the event that all or any portion of an item of Debt meets the criteria of more than one of the types of Debt described above, the Issuer,Parent Guarantor, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses; and (B) the IssuerParent Guarantor will be entitled to divide and classify and reclassify all or any portion of an item of Debt in more than one of the types of Debt described above;provided that the Issuers shall designate an aggregate principal amount of $700 million of Debt committed or outstanding under eachthe Credit Agreement on the Issue Date which shall at all times such Debt remains committed or outstanding be treated as Incurred under clause (2)(b) above and may not be reclassified.reclassified; and
Table(C) in the case of Contentsany Refinancing Debt, when measuring the outstanding amount of such Debt such amount shall not include, without duplication, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing.
Limitation on Restricted Payments The IssuerParent Guarantor shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, the proposed Restricted Payment, (a) a Default or Event of Default shall have occurred and be continuing, (b) the IssuerParent Guarantor could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under "—“—Limitation on Debt,"” or (c) the aggregate amount of that Restricted Payment and all other Restricted Payments declared or made after the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of: (1) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the first day of the fiscal quarter in which the Issue Date occursoccurred to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment and for which reports are required to be provided under "—Reports"(or“—Reports” (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit,minus100% of such deficit),plus (2) Capital Stock Sale Proceeds received after the Issue Date,plus (3) the sum of: (A) the aggregate Net Cash Proceeds received by the IssuerParent Guarantor or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Issuer,Parent Guarantor, and (B) the aggregate amount by which Debt of the IssuerParent Guarantor or any Restricted Subsidiary is reduced on the Issuer'sParent Guarantor’s consolidated balance sheet on or after the Issue
Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer,Parent Guarantor, excluding, in the case of clause (A) or (B): (x) any Debt issued or sold to the IssuerParent Guarantor or a Subsidiary of the IssuerParent Guarantor or an employee stock ownership plan or trust established by the IssuerParent Guarantor or any Subsidiary for the benefit of their employees, and (y) the aggregate amount of any cash or other Property distributed by the IssuerParent Guarantor or any Restricted Subsidiary upon any such conversion or exchange, plus (4) an amount equal to the sum of: (A) the net reduction in Investments in any Person other than the IssuerParent Guarantor or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property made after the Issue Date, in each case to the IssuerParent Guarantor or any Restricted Subsidiary from that Person, less the cost of the disposition of those Investments, and (B) the lesser of the net book value or the Fair Market Value of the Issuer'sParent Guarantor’s equity interest in an Unrestricted Subsidiary at the time the Unrestricted Subsidiary is
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designated a Restricted Subsidiary (provided (providedthat such designation occurs after the Issue Date); provided,however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as Restricted Payments) by the IssuerParent Guarantor or any Restricted Subsidiary in that Person, and
plus (5) any cash dividends or cash distributions received directly or indirectly by thean Issuer or a Subsidiary Guarantor after the Issue Date from an Unrestricted Subsidiary or any other Person that is not a Restricted Subsidiary, to the extent such dividends or distributions were not otherwise included in Consolidated Net Income (other than to the extent such distribution represents a return of capital and the Investment in such Unrestricted Subsidiary or such other Person was made by the IssuerParent Guarantor or a Restricted Subsidiary pursuant to clause (j) of the second paragraph of this covenant or to the extent such Investment constituted a Permitted Investment).,plus
(6) an amount equal to the amount calculated pursuant to Section 4.05(c) of the Original Indenture through the Issue Date, less the amount of any of Restricted Payments made through the Issue Date by IAC or any of its Restricted Subsidiaries in compliance with Section 4.05 of the Original Indenture. Notwithstanding the foregoing limitation, the IssuerParent Guarantor and each of the Restricted Subsidiaries may: (a) declare or pay dividends on its Capital Stock or distributions, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if, on said date of declaration or redemption notice, such dividends, distributions or redemption, as the case may be, could have been paid in compliance with the indenture; 2023 Notes Indenture;provided, however, that the dividend, distribution and redemption shall be included in the calculation of the amount of Restricted Payments; (b) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock of the IssuerParent Guarantor or Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the IssuerParent Guarantor (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the IssuerParent Guarantor or an employee stock ownership plan or trust established by the IssuerParent Guarantor or any Subsidiary for the benefit of their employees);provided,however, that (1) the purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments, and
(2) the Capital Stock Sale Proceeds from the exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above; (c) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt;provided,however, that the purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments; (d) pay scheduled dividends (not constituting a return on capital) on Disqualified Stock issued pursuant to and in compliance with the covenant described under "—“—Limitation on Debt"Debt”; (e) permit a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay dividends to shareholders of that Restricted Subsidiary that are not the parent of that Restricted Subsidiary, so long as the IssuerParent Guarantor or a Restricted Subsidiary that is the parent of that Restricted Subsidiary receives dividends on a pro rata basis or on a basis that results in the receipt by the IssuerParent Guarantor or a Restricted Subsidiary that is the parent of that Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis;
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(f) make cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities convertible into Capital Stock of the Issuer; Parent Guarantor;provided,however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; (g) make repurchases of shares of Capital Stock (other than Disqualified Stock) of the IssuerParent Guarantor deemed to occur upon the exercise of options to purchase shares of Capital Stock (other than Disqualified Stock) of the Issuer,Parent Guarantor, warrants, other rights to acquire Capital Stock (other than Disqualified Stock) or the vesting of restricted stock units if such shares of Capital Stock (other than Disqualified Stock) of the IssuerParent Guarantor represent a portion of the exercise price of such options, warrants or other rights or represents withholding, income or employment taxes due upon such exercise or vesting;provided,however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments; (h) repurchase shares of, or options to purchase shares of, common stock of the IssuerParent Guarantor or a Restricted Subsidiary from current or former officers, directors or employees of the IssuerParent Guarantor or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans approved by the Board of Directors under which such individuals acquire shares of such common stock;provided,however, that the aggregate amount of such repurchases shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year carried over to the immediately succeeding calendar year (but not any other years) subject to a maximum of $7.5 million in any calendar year); andprovided further,however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments; (i) purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the IssuerParent Guarantor or an Asset Sale by the Issuer,Parent Guarantor or any Restricted Subsidiary, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Issuer has previously made thean offer to purchase notes2023 Notes has previously been made as required under "—“—Repurchase at the Option of Holders Upon a Change of Control"Control” or "—“—Limitation on Asset Sales"Sales” and has repurchased all notes2023 Notes validly tendered and nownot withdrawn in connection with such offer to purchase notes2023 Notes have been repurchased pursuant to the provisions described under "—“—Repurchase at the Option of Holders Upon a Change of Control"Control” or "—“—Limitation on Asset Sales"Sales”;provided,however, that such payments shall be included in the calculation of the amount of Restricted Payments; (j) make other Restricted Payments not to exceed $75 million in the aggregate;provided,however, that such payments shall be excluded in the calculation of the amount of Restricted Payments; (k) declare or pay dividends or distributions to the Parent Guarantor in such amount as to cause the Parent Guarantor to be able to declare or pay dividends on common stock of the Parent Guarantor of not more than $0.12 per share in each of the first two fiscal quarters of the Issuer commencing after the Issue Date; provided, however, that the dividend or distribution shall be excluded in the calculation of the amount of Restricted Payments; (l) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the IssuerParent Guarantor or a Restricted Subsidiary made by exchange for or out of the proceeds of, the substantially concurrent sale of Disqualified Stock of the IssuerParent Guarantor or such Restricted Subsidiary, as
the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to the covenant described under "—“—Limitation on Debt"Debt” and constitutes Permitted Refinancing Debt; (l) payments of the premium in respect of, and other performance by the Parent Guarantor of its obligations under, any Permitted Bond Hedge Transaction; (m) any Restricted Payments and/or payments or deliveries required by the terms of, and other performance by the Parent Guarantor of its obligations under, any Permitted Warrant Transaction (including making payments and/or deliveries due upon exercise and settlement or termination thereof); and (n) any payments made in connection with the Transactions;provided,however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;Payments.
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(n)determining compliance with this covenant, in the Issuer may declare and pay dividendsevent that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (a) through (l) above, meets any of the criteria of any of the clauses of the definition of “Permitted Investments,” or make other distributionsis permitted pursuant to the first paragraph of this covenant, the Parent Guarantor, in respectits sole discretion, (x) will classify such Restricted Payment or Permitted Investment on the date of (i) overhead, legal, accountingsuch Restricted Payment or Permitted Investment and administrative expensesmay later reclassify such Restricted Payment or Permitted Investment in any manner that complies with this covenant (based on circumstances existing at the time of Parent Guarantor, (ii) Tax Distributionsreclassification), (y) may divide and franchise or similar taxes and other fees and expenses required to maintain the existence of Parent Guarantor and (iii) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Parent Guarantor, in each case in order to permit Parent Guarantor to make such payments; provided that in each case under this clause (n),later redivide the amount of a Restricted Payment among more than one of such dividends and distributions shall not exceedclauses or the portionfirst paragraph of any dividends or distributions referred to in this clause (n) that are directly allocable to the Issuer and its Subsidiaries (which shall be deemed to be 100% for so long as Parent Guarantor owns no material assets other than the Capital Stock of the Issuer and does not have any material obligations other than the guarantee of obligations under the Credit Agreement and the guarantee of the notes); and
(o) Restricted Payments by the Issuer to the Parent Guarantor to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by the Issuer; provided that (A)and (z) will only be required to include such Restricted Payment shall be made substantially concurrently with the closingor Permitted Investment in one of such Investment, (B)clauses or the Parent Guarantor shall, immediately following the closing thereof, cause (i) all property acquired (whether Capital Stock or other assets) to be contributed to the capital of the Issuer or one of the Restricted Subsidiaries or (ii) the merger or amalgamation of the Person formed or acquired into the Issuer or one of the Restricted Subsidiaries (to the extent not prohibited by the covenant "—Merger, Consolidation and Sale of Property" below) in order to consummate such Investment, (C) the Parent Guarantor and its Affiliates (other than the Issuer or a Restricted Subsidiary) receive no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (D) any property received by the Issuer shall not increase amounts available for Restricted Payments pursuant to clause (3) of the precedingfirst paragraph or any other provision of this paragraph and (E) such Investment shall have been permitted by and shall be deemed to be made by the Issuer or such Restricted Subsidiary pursuant to another provision of this covenant or pursuant to the definition of "Permitted Investments" pursuant to which the Issuer would have been entitled to have made such Investment if made by the Issuer.covenant.
Limitation on Liens The IssuerParent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens), upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom unless (i) it has made or will make effective provision whereby the notes2023 Notes will be secured by that Lien equally and ratably with (or prior to) all other Debt of the IssuerParent Guarantor or any Restricted Subsidiary secured by that Lien or (ii) in the case of Liens securing Subordinated Obligations of any Issuer or a Subsidiary Guarantor's Subordinated Obligations,any Guarantor, the notes2023 Notes and the related Note Guarantees are secured by a Lien on such property, assets or proceeds that is senior to such Liens. Any Lien created for the benefit of the holders of the notes2023 Notes pursuant to this covenant shall be automatically and unconditionally released and discharged (a) upon the release and discharge of each of the Liens described in clauses (i) and (ii) above.
Tableabove or (b) upon the Restricted Subsidiary whose Property is secured by such Lien ceasing to be a Subsidiary of Contentsthe Parent Guarantor in accordance with the 2023 Notes Indenture.
Limitation on Asset Sales The IssuerParent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (a) the IssuerParent Guarantor or the Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the Property subject to that Asset Sale; (b) at least 75% of the consideration paid to the IssuerParent Guarantor or the Restricted Subsidiary in connection with the Asset Sale is in the form of cash or Cash Equivalents or the assumption by the purchaser of liabilities of the IssuerParent Guarantor or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes)2023 Notes or the Note Guarantees) as a result of which the IssuerParent Guarantor and the Restricted Subsidiaries are no longer obligated with respect to those liabilities; and (c) the Issuer deliversIssuers deliver an Officers'Officer’s Certificate to the trustee2023 Notes Trustee certifying that the Asset Sale complies with the foregoing clauses (a) and (b).
For the purposes of this covenant: (1) securities or other assets received by the IssuerParent Guarantor or any Restricted Subsidiary from the transferee that are converted by the IssuerParent Guarantor or such Restricted Subsidiary into cash within 180 days after the closing of such Asset Sale shall be considered to be cash to the extent of the cash received in that conversion; (2) any cash consideration paid to the IssuerParent Guarantor or the Restricted Subsidiary in connection with the Asset Sale that is held in escrow or on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Sale shall be considered to be cash; (3) Productive Assets received by the IssuerParent Guarantor or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash; (4) the requirement that at least 75% of the consideration paid to the IssuerParent Guarantor or the Restricted Subsidiary in connection with the Asset Sale be in the form of cash or Cash Equivalents or assumed liabilities shall also be considered satisfied if the cash or Cash Equivalents received constitutes at least 75% of the consideration received by the IssuerParent Guarantor or the Restricted Subsidiary in connection with such Asset Sale, determined on anafter-tax basis; and (5) any DesignatedNon-Cash Consideration received by the IssuerParent Guarantor or any Restricted Subsidiary in connection with the Asset Sale having an aggregate Fair Market Value, taken together with all other DesignatedNon-Cash Consideration received in respect of Asset Sales that is at that time outstanding not to exceed $40 million shall be considered to be cash.
The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the IssuerParent Guarantor or a Restricted Subsidiary, to the extent the IssuerParent Guarantor or the Restricted Subsidiary elects (or is required by the terms of any Debt): (a) to Repay secured Debt of thean Issuer or a Subsidiary Guarantor (and if the secured Debt being repaid is revolving credit Debt, to correspondingly permanently reduce commitments with respect thereto), or any Debt of anon-Guarantor Restricted Subsidiary (excluding, in any such case, any Debt that is owed to the IssuerParent Guarantor or an Affiliate of the Issuer)Parent Guarantor); (b) to Repay other Debt (and if the Debt being repaid is revolving credit Debt, to correspondingly permanently reduce commitments with respect thereto) of the IssuerParent Guarantor or a Restricted Subsidiary (other than Subordinated Obligations and Debt owed to the IssuerParent Guarantor or an Affiliate of the Issuer)Parent Guarantor) so long as the IssuerParent Guarantor shall equally and ratably reduce obligations under the notes2023 Notes (i) on a pro rata basis as provided under "—“—Optional Redemption,"” (ii) through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (iii) by making an offer (in accordance with the procedures set forth below for a Prepayment Offer) to all holders to purchase their notes2023 Notes at
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100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes2023 Notes that would otherwise be prepaid; or (c) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary withequal to the amount of Net Available Cash received by the IssuerParent Guarantor or anothera Restricted Subsidiary);
provided,however, that the Net Available Cash (or any portion thereof) from Asset Sales from the IssuerParent Guarantor to any Subsidiary must be reinvested in Additional Assets of the Issuer.Parent Guarantor, an Issuer or another Guarantor. The Issuers may, at their option, make a Prepayment Offer (as defined below) using proceeds from any Asset Sale at any time after the consummation of such Asset Sale. Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the receipt of that Net Available Cash or that the IssuerParent Guarantor earlier elects to so designate shall constitute "Excess Proceeds"“Excess Proceeds”;provided,however, that a binding commitment to reinvest in Additional Assets pursuant to clause (b)(c) of the preceding paragraph shall be treated as a permitted application of the Net Available Cash from the date of such commitment;providedthat (i) such reinvestment is consummated within 180 days of the end of the365-day period referred to in this sentence, and (ii) if such reinvestment is not consummated within the period set forth in subclause (i) or such binding commitment is terminated, the Net Available Cash not so applied will be deemed to be Excess Proceeds. The foregoing obligations with respect to any Net Available Cash from an Asset Sale may be satisfied by the Issuers making a Prepayment Offer (as defined below) with respect to all Net Available Cash prior to the expiration of the relevant365-day period (or such longer period provided above) or with respect to any unapplied Excess Proceeds. When the aggregate amount of Excess Proceeds not previously subject to a Prepayment Offer (as defined below) exceeds $35 million (taking into account income earned on those Excess Proceeds, if any), the IssuerIssuers will be required to make or cause to be made an offer to purchase (the "Prepayment Offer"“Prepayment Offer”) the notes,2023 Notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof,plusaccrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture.2023 Notes Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence andprovidedthat all holders of notes2023 Notes have been given the opportunity to tender their notes2023 Notes for purchase in accordance with the indenture,2023 Notes Indenture, the IssuerParent Guarantor or such Restricted Subsidiary may use the remaining amount for any purpose permitted by the indenture2023 Notes Indenture and the amount of Excess Proceeds will be reset to zero. The term "“Allocable Excess Proceeds"Proceeds” will mean the product of: (a) the Excess Proceeds, and (b) a fraction, (1) the numerator of which is the aggregate principal amount of the notes2023 Notes outstanding on the date of the Prepayment Offer, and (2) the denominator of which is the sum of the aggregate principal amount of the notes2023 Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the IssuerIssuers and the Guarantors outstanding on the date of the Prepayment Offer that ispari passuin right of payment with the notes2023 Notes and the Note Guarantees and subject to terms and conditions in respect of Asset Sales similar in all material respects to the covenant described hereunder and requiring theany Issuer or any Guarantor to make an offer to purchase that Debt at substantially the same time as the Prepayment Offer.
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Not later than five Business Days after the Issuer isIssuers are obligated to make a Prepayment Offer as described in the preceding paragraph, the IssuerIssuers shall send, or cause to be sent, a written notice, by first-class mail (or electronic transmission in the case of notes2023 Notes held in book-entry form), to the holders of notes,2023 Notes, accompanied by information regarding the IssuerParent Guarantor and its Subsidiaries as the IssuerIssuers in good faith believesbelieve will enable the holders to make an informed decision with respect to that Prepayment Offer. The notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date the notice is delivered. The IssuerIssuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes2023 Notes pursuant to the covenant described hereunder. To the extent that the provisions of any securities laws or regulations conflict with provisions of the covenant described hereunder, the IssuerIssuers will comply with the applicable securities laws and regulations and will not be deemed to have breached itstheir obligations under the covenant described hereunder by virtue thereof. Limitation on Restrictions on Distributions from Restricted Subsidiaries The IssuerParent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to: (x) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the IssuerParent Guarantor or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (y) make any loans or advances to the IssuerParent Guarantor or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the IssuerParent Guarantor or any Restricted Subsidiary to other Debt Incurred by the IssuerParent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (z) sell, lease or transfer any of its Property to the IssuerParent Guarantor or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (x) or (y) above).
The foregoing limitations will not apply to restrictions: (a) in effect on the Issue Date, including, but not limited to pursuant to the Credit Agreement and the related collateral documentation and the indentures governing any Existing ILG Notes not exchanged in the ILG Notes Exchange Offer, the 2026 Notes and the Convertible Notes, including, in each case, any Guarantee thereof; (b) relating to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer,Parent Guarantor, (c) that result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above, in clause (f), (g) or (j) below or this clause (c), ;providedthat the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Issuer's BoardIssuers’ Boards of Directors in a resolution of the Board of Directors delivered to the trustee)2023 Notes Trustee), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (a), (b), (f), (g) or (j) or this clause (c), as applicable,
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(d) resulting from the Incurrence of any Permitted Debt described in the second paragraph of the covenant described under "—“—Limitation on Debt," Debt”;providedthat the restriction is no less favorable to the holders of notes2023 Notes in any material respect (as determined in good faith by the Issuer's BoardIssuers’ Boards of Directors in a resolution of the Board of Directors delivered to the trustee)2023 Notes Trustee) than the restrictions of the same type contained in the indenture,2023 Notes Indenture, or (e) existing by reason of applicable law, rule, regulation or order; and (f) with respect to clause (z) above only, relating to Debt that is permitted to be Incurred and secured without also securing the notes2023 Notes pursuant to the covenants described under "—“—Limitation on Debt"Debt” and "—“—Limitation on Liens"Liens” that limit the right of the debtor to dispose of the Property securing that Debt, (g) encumbering Property at the time the Property was acquired by the IssuerParent Guarantor or any Restricted Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition,
(h) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder, (i) which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale, (j) existing by reason of the indenture,2023 Notes Indenture, the notes2023 Notes offered hereby the exchange notes, and the Note Guarantees; (k) in respect of any Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents; or (l) which are customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Issuer's BoardIssuers’ Boards of Directors and otherwise permitted under the 2023 Notes Indenture, which limitation is applicable only to the assets that are the subject of such agreements. Limitation on Transactions with Affiliates The IssuerParent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the IssuerParent Guarantor (an "Affiliate Transaction"“Affiliate Transaction”), unless: (a) the terms of such Affiliate Transaction are materially no less favorable to the IssuerParent Guarantor or that Restricted Subsidiary, as the case may be, taken as a whole, than those that could be obtained in a comparable arm's-lengtharm’s-length transaction with a Person that is not an Affiliate of the Issuer,Parent Guarantor, and (b) (i) if the Affiliate Transaction involves aggregate payments or value in excess of $10 million, the BoardBoards of Directors of the Issuers (including a majority of the disinterested members of the Board of Directors) approves the Affiliate Transaction and, in its good faith judgment, believes that the Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a resolution of the Board of Directors promptly delivered to the trustee2023 Notes Trustee and (ii) if the Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company deliversIssuers deliver to the trustee2023 Notes Trustee an opinion issued by an Independent Financial Advisor to the effect that such Affiliate Transaction is fair to the CompanyParent Guarantor or such
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Restricted Subsidiary from a financial point of view issued by an investment banking firm or advisory firm of national standing or nationally recognize accounting firm or appraisal firm.view.
Notwithstanding the foregoing limitation, the IssuerParent Guarantor or any Restricted Subsidiary may enter into or suffer to exist the following: (a) any transaction or series of transactions between the IssuerParent Guarantor and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; (b) any Restricted Payment permitted to be made pursuant to the covenant described under "—“—Limitation on Restricted Payments"Payments” or any Permitted Investment; (c) any reasonable or customary employment, consulting, service, severance, termination agreement, employee benefit plan, compensation arrangement, indemnification arrangement, or any similar arrangement entered into by the IssuerParent Guarantor or a Restricted Subsidiary with a current or former director, officer or employee of the IssuerParent Guarantor or a Restricted Subsidiary and payments related thereto; or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Issuer,Parent Guarantor, restricted stock plans, restricted stock unit plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees of the IssuerParent Guarantor or a Restricted Subsidiary approved by the BoardBoards of Directors of the Issuer;Issuers;
(d) (i) reimbursement of employee travel and lodging costs and other business expenses incurredIncurred in the ordinary course of business and (ii) loans and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent with the past practices of the IssuerParent Guarantor or that Restricted Subsidiary, as the case may be, be;providedthat those loans and advances do not exceed $5 million in the aggregate at any one time outstanding; (e) any issuance of shares of Capital Stock (other than Disqualified Stock) of the Issuer;Parent Guarantor; (f) any agreement as in effect on the Issue Date or any amendment, modification, supplement, extension or renewal thereto (so long as such amendment, modification, supplement, extension or renewal is not materially adverse to the interests of the holders of the notes)2023 Notes) or any transaction contemplated thereby; (g) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the IssuerParent Guarantor or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time;providedthat such agreement was not entered into contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the holders, in the reasonable determination of an Officer of each of the IssuerIssuers than the applicable agreement as in effect on the date of such acquisition, merger or consolidation; (h) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the IssuerParent Guarantor and its Restricted Subsidiaries and otherwise in compliance with the terms of the indenture; 2023 Notes Indenture;providedthat in the reasonable determination of an Officer of each of the Issuer,Issuers, such transactions are on terms that are not materially less favorable, when taken as a whole, to the IssuerParent Guarantor or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the IssuerParent Guarantor or such Restricted Subsidiary with an unrelated Person; (i) transactions in which the IssuerParent Guarantor or any Restricted Subsidiary delivers to the trustee2023 Notes Trustee a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the
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Issuer Parent Guarantor or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the IssuerParent Guarantor or such Restricted Subsidiary in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate;
(j) the Transactions and the payment of all fees and expenses related to the Transactions;Transaction Expenses; and (k) transactions in connection with an Accounts Receivable Facility.
Limitation on Sale and Leaseback Transactions The IssuerParent Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless: (a) the IssuerParent Guarantor or that Restricted Subsidiary would be entitled to: �� (1) Incur Debt in an amount equal to the Attributable Debt with respect to that Sale and Leaseback Transaction pursuant to the covenant described under "—“—Limitation on Debt,"” and
(2) create a Lien on the Property securing that Attributable Debt without also securing the notes2023 Notes pursuant to the covenant described under "—“—Limitation on Liens,"” and
(b) the Sale and Leaseback Transaction is effected in compliance with the covenant described under "—“—Limitation on Asset Sales"Sales” after treating all the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds of such covenant.
Designation of Restricted and Unrestricted Subsidiaries The BoardBoards of Directors of the Issuers may designate any Restricted Subsidiary or other Subsidiary of the IssuerParent Guarantor to be an Unrestricted Subsidiary if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the IssuerParent Guarantor or any other Restricted Subsidiary, (b) immediately before and after such designation, no Event of Default shall have occurred and be continuing, and (c) any of the following: (1) the Subsidiary to be so designated has total assets of $10,000 or less, (2) if the Subsidiary has consolidated assets greater than $10,000, then the designation would be permitted under the covenant entitled "—“—Limitation on Restricted Payments,"” or (3) the designation is effective immediately upon the entity becoming a Subsidiary of the IssuerParent Guarantor (as designated by the Board of Directors in the manner provided below).
Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the IssuerParent Guarantor will be classified as a Restricted Subsidiary;provided,however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to the classification as a Restricted Subsidiary or if the Person is a Subsidiary of an Unrestricted Subsidiary. Except as provided in the first sentence of the first paragraph of this covenant, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the IssuerParent Guarantor nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that
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the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the IssuerParent Guarantor or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary). The BoardBoards of Directors of the Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to the designation, (x) the IssuerParent Guarantor could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under "—“—Limitation on Debt,"” and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.
Any designation or redesignation of this kind by the Board of Directors will be evidenced to the trustee2023 Notes Trustee by filing with the trustee2023 Notes Trustee a resolution of the Board of Directors giving effect to the designation or redesignation and an Officers'Officer’s Certificate that: (a) certifies that the designation or redesignation complies with the foregoing provisions, and (b) gives the effective date of the designation or redesignation, and the filing with the trustee2023 Notes Trustee to occur after the end of the fiscal quarter of the IssuerParent Guarantor in which the designation or redesignation is made within the time period for which reports are required to be provided under "—“—Reports."”
Additional Note Guarantees The IssuerParent Guarantor will not permit any of its Restricted Subsidiaries that is a Wholly Owned Subsidiary (and any U.S.Domestic Restricted Subsidiary that is anon-Wholly Owned Subsidiary if suchnon-Wholly Owned Subsidiary guarantees other capital markets debt securities of an Issuer or a Guarantor), other than the Issuers or the Subsidiary Guarantors, to guarantee the payment of any Debt of the Companyany Issuer or any other Guarantor incurred under a Credit Facility or other capital markets debt securities (other than Debt payable to the CompanyParent Guarantor or a Restricted Subsidiary) unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the indenture2023 Notes Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt of theany Issuer or any Guarantor: (a) if the 2023 Notes or such Guarantor'sGuarantor’s Guarantee are subordinated in right of payment to such Debt, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary'sSubsidiary’s guarantee with respect to such Debt substantially to the same extent as the notes2023 Notes are subordinated to such Debt; and (b) if such Debt is by its express terms subordinated in right of payment to the notes2023 Notes or such Guarantor'sGuarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Debt is subordinated to the notes;2023 Notes;
(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (3) such Restricted Subsidiary shall deliver to the trustee2023 Notes Trustee an Opinion of Counsel stating that:
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(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity;
providedthat this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed on the Issue Date or at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;provided,further, that no Receivables Subsidiary or Foreign Subsidiary will be required to become a Guarantor at any time. Each Guarantee shall be released in accordance with the provisions of the indenture2023 Notes Indenture described under "Note“—Note Guarantees."” Merger, Consolidation and Sale of Property The Issuer shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
(a) the Issuer shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than Issuer) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
(b) the Surviving Person (if other than the Issuer) expressly assumes, by supplemental indenture executed and delivered to the trustee by that Surviving Person, in the case of a Surviving Person formed by the merger, consolidation or amalgamation with the Issuer or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the Property of the Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by the Issuer;
(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Issuer that Property shall have been transferred as an entirety or virtually as an entirety to one Person;
(d) immediately before and after giving effect to that transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of that transaction or series of transactions as having been Incurred by the Surviving Person or the Restricted Subsidiary at the time of that transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
(e) immediately after giving effect to that transaction or series of transactions on a pro forma basis, the Issuer or the Surviving Person (if the Surviving Person was previously the Issuer), as the case may be, (i) would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under "—Limitation on Debt" or (ii) the Consolidated Fixed Charges Coverage Ratio of the Issuer or the Surviving Person (if the Surviving Person was previously the Issuer), as applicable, would be greater than or equal to such ratio immediately prior to such transaction, provided, however, that this clause (e) shall not be applicable to the Issuer merging, consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby; and
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(f) the Issuer, shall deliver, or cause to be delivered, to the trustee, in form and substance reasonably satisfactory to the trustee, an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied.
The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under the indenture, but the predecessor Issuer in the case of:
(a) a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of all the assets of the Issuer as an entirety or virtually as an entirety), or
(b) a lease,
shall not be released from any obligation to pay the principal of, premium, if any, and interest on, the notes, in the case of the Issuer.
The Parent Guarantor shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless: (a) the Parent Guarantor shall be the surviving Person or the Surviving Parentsurviving Person (if other than Parent Guarantor) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (each such Person being herein called the "Surviving Parent"“Surviving Parent”); (b) the Surviving Parent (if other than the Parent Guarantor) expressly assumes, by supplemental indenture executed and delivered to the trustee2023 Notes Trustee by that Surviving Parent, in the case of a
Surviving Parent formed by the merger, consolidation or amalgamation with the Parent Guarantor or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the Property of the Parent Guarantor, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes,2023 Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture2023 Notes Indenture to be performed by the Parent Guarantor; (c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Parent Guarantor, that Property shall have been transferred as an entirety or virtually as an entirety to one Person; (d) immediately before and after giving effect to that transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Parent or any Restricted Subsidiary as a result of that transaction or series of transactions as having been Incurred by the Surviving Parent or the Restricted Subsidiary at the time of that transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; (e) immediately after giving effect to that transaction or series of transactions on a pro forma basis, the Parent Guarantor or the Surviving Parent, as the case may be, (i) would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “—Limitation on Debt” or (ii) the Consolidated Fixed Charges Coverage Ratio of the Parent Guarantor or the Surviving Parent, as applicable, would be greater than or equal to such ratio immediately prior to such transaction;provided,however, that this clause (e) shall not be applicable to the Parent Guarantor merging, consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Parent Guarantor in a State of the United States so long as the amount of Debt of the Parent Guarantor and the Restricted Subsidiaries is not increased thereby; and (e) Parent Guarantor,(f) the Issuers shall deliver, or cause to be delivered, to the trustee,2023 Notes Trustee, in form and substance reasonably satisfactory to the trustee,2023 Notes Trustee, an Officers'Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied.
The Surviving Parent shall succeed to, and be substituted for, and may exercise every right and power of, the Parent Guarantor under the indenture.2023 Notes Indenture, but the predecessor Parent Guarantor in the case of:
Table(a) a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of Contentsall the assets of the Parent Guarantor as an entirety or virtually as an entirety), or
(b) a lease, shall not be released from any obligation to pay the principal of, premium, if any, and interest on, the 2023 Notes, in the case of the Parent Guarantor. The Issuers Neither of the Issuers shall merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all their Property in any one transaction or series of transactions unless: (a) one of the Issuers shall be the surviving Person or the surviving Person (if other than the Issuers) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (each such Person being herein called the “Surviving Person”);
(b) the Surviving Person (if other than the Issuers) expressly assumes, by supplemental indenture executed and delivered to the 2023 Notes Trustee by that Surviving Person, in the case of a Surviving Person formed by the merger, consolidation or amalgamation with any of the Issuers, or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the Property of the applicable Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, all the 2023 Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the 2023 Notes Indenture to be performed by the applicable Issuer; (c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of any of the Issuers, that Property shall have been transferred as an entirety or virtually as an entirety to one Person; (d) immediately before and after giving effect to that transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (e) the applicable Issuer shall deliver, or cause to be delivered, to the 2023 Notes Trustee, in form and substance reasonably satisfactory to the 2023 Notes Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied. The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the applicable Issuer under the 2023 Notes Indenture. Subsidiary Guarantors No Subsidiary Guarantor may: (a) merge, consolidate or amalgamate with or into any other Person, or (b) sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions, or (c) permit any Person to merge, consolidate or amalgamate with or into the Subsidiary Guarantor unless: (i) the other Person is the Parent Guarantor, any Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or (ii) (1) either (x) the Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor under its Note Guarantee; and (2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or
(iii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the Property of the Subsidiary Guarantor (in each case other than to the IssuerParent Guarantor or a Restricted Subsidiary) in compliance with the covenant described under “—Limitation on Asset Sales” and otherwise permitted by the indenture.2023 Notes Indenture.
Notwithstanding the foregoing, any Subsidiary Guarantor may merge, consolidate or amalgamate with or into or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its properties and assets to any Issuer, the Parent Guarantor or another Subsidiary Guarantor or merge with a Restricted Subsidiary of the Parent Guarantor, so long as the resulting entity remains or becomes a Subsidiary Guarantor. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person. Conduct of Business of Receivables Subsidiaries Notwithstanding anything to the contrary contained herein, the IssuerParent Guarantor will not permit any Receivables Subsidiary to engage in any business activities (including, but not limited to, making acquisitions or Investments) or incur or assume any liabilities other than, in each case, solely in connection with the transactions contemplated by the Accounts Receivable Facility Documents. Reports Whether or not required by the rules and regulations of the SEC, so long as any notes2023 Notes are outstanding, the IssuerIssuers will furnish to the holders of notes2023 Notes or cause the trustee2023 Notes Trustee to furnish to the holders of notes,2023 Notes, within the time periods specified in the SEC'sSEC’s rules and regulations fornon-accelerated filers: (1) all quarterly and annual reports of the Parent Guarantor that would be required to be filed with the SEC on Forms10-Q and10-K if the IssuerParent Guarantor were required to file such reports; and (2) all current reports of the Parent Guarantor required to be filed with the SEC on Form8-K if the IssuerParent Guarantor were required to file such reports;reports,
providedthat the electronic filing of the foregoing reports by the IssuerParent Guarantor on the SEC'sSEC’s EDGAR system (or any successor system) shall be deemed to satisfy the Issuer'sIssuers’ delivery obligations to the trustee2023 Notes Trustee and any holder of notes,2023 Notes, it being understood that the trustee2023 Notes Trustee shall have no responsibility to determine whether any reports have been filed on the SEC'sSEC’s EDGAR system (or any successor system). All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form10-K will include a report on the Issuer'sParent Guarantor’s consolidated financial statements by the Issuer'sParent Guarantor’s certified independent accountants. In addition, the IssuerParent Guarantor will, file a copy of each of thesubstantially concurrently with furnishing or making such reports referred to in clauses (1) and (2) above withavailable to the SEC for public availability withinholders of the time periods specified in2023 Notes or the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will2023 Notes Trustee, post the reports on its website within thosethe time periods.
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If, at any time, the IssuerParent Guarantor is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the IssuerParent Guarantor will nevertheless continue filingto file the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The IssuerNeither the Issuers nor the Parent Guarantor will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer'sParent Guarantor’s filings for any reason, the IssuerIssuers or the Parent Guarantor will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the IssuerParent Guarantor were required to file those reports with the SEC. If the IssuerParent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations",Operations,” of the financial condition and results of operations of the IssuerParent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.Parent Guarantor. In addition, theeach Issuer agrees that, if at any time itthe Parent Guarantor is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the holders of notes2023 Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. To the extent any information is not provided within the time periods specified in this section "—Reports"“—Reports” and such information is subsequently provided, the IssuerIssuers will be deemed to have satisfied itstheir obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. The IssuerIssuers will be deemed to have furnished suchsatisfied their obligations to furnish the reports referred to in clauses (1) and (2) above to the trustee2023 Notes Trustee and the holders of the notes2023 Notes if any direct or indirect parent of the Issuer (including Parent Guarantor)Guarantor has furnished to the holders of the 2023 Notes or caused the 2023 Notes Trustee to furnish to the holders of 2023 Notes or filed such reports (including reports filed by the Parent Guarantor'ssuch direct or indirect parent’s independent accountants) with the SEC using the EDGAR filing system (or any successor thereto) and such reports are publicly available.. The trustee2023 Notes Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer's, any Guarantor'sIssuer’s, any Guarantor’s or any other Person'sPerson’s compliance with the covenants described herein or with respect to any reports or other documents filed under the indenture.2023 Notes Indenture. Events of Default Events of Default in respect of the notes2023 Notes include: (1) failure to make the payment of any interest on the notes2023 Notes when the same becomes due and payable, and that failure continues for a period of 30 days; (2) failure to make the payment of any principal of, or premium, if any, on any of the notes2023 Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (3) failure to comply with the covenant described under "—“—Certain Covenants—Merger, Consolidation and Sale of Property"Property”; (4) failure to comply with any other covenant or agreement in the notes2023 Notes or in the indenture2023 Notes Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 60 days after written notice is given to the IssuerIssuers as provided below; (5) a default under any Debt by the IssuerParent Guarantor or any Restricted Subsidiary that results in acceleration of the maturity of that Debt, or failure to pay any Debt at maturity, in an aggregate amount greater than $30 million or its foreign currency equivalent at the time (the "cross“cross acceleration provisions"provisions”);
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(6) any judgment or judgments for the payment of money in an aggregate amount in excess of $30 million (or its foreign currency equivalent at the time) (net of amounts covered by insurance or bonded) that shall be rendered against Parent Guarantor the Issuer or any Restricted Subsidiary and that shall not be waived, satisfied, annulled, discharged or rescinded for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the "judgment“judgment default provisions"provisions”); (7) specified events involving bankruptcy, insolvency or reorganization of Parent Guarantor, theany Issuer or any Significant Subsidiary (the "bankruptcy provisions"“bankruptcy provisions”); and (8) any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of the indenture,2023 Notes Indenture, or Parent Guarantor or a Subsidiary Guarantor denies or disaffirms its obligations under its Note Guarantee (the "note“note guarantee provisions"provisions”).
A Default under clause (4) is not an Event of Default until the trustee2023 Notes Trustee or the holders of not less than 25% in aggregate principal amount of the notes2023 Notes then outstanding notify the IssuerIssuers of the Default and the Issuer doesIssuers do not cure that Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice“Notice of Default."” The IssuerIssuers shall deliver to the trustee,2023 Notes Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers'Officer’s Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action the Issuer isIssuers are taking or proposes to take with respect thereto. If an Event of Default with respect to the notes2023 Notes (other than an Event of Default resulting from particular events involving bankruptcy, insolvency or reorganization with respect to any Issuer, the Issuer)Parent Guarantor or any Significant Subsidiary) shall have occurred and be continuing, the trustee2023 Notes Trustee or the registered holders of not less than 25% in aggregate principal amount of notes2023 Notes then outstanding may declare to be immediately due and payable the principal amount of all the notes2023 Notes then outstanding,plusaccrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from events of bankruptcy, insolvency or reorganization with respect to any Issuer, the IssuerParent Guarantor or any Significant Subsidiary shall occur, the amount with respect to all the notes2023 Notes shall be due and payable immediately without any declaration or other act on the part of the trustee2023 Notes Trustee or the holders of the notes.2023 Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee,2023 Notes Trustee, the registered holders of a majority in aggregate principal amount of the notes2023 Notes then outstanding may, under some circumstances, rescind and annul the acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest of any 2023 Note held by anon-consenting holder, have been cured or waived as provided in the indenture.2023 Notes Indenture. Subject to the provisions of the indenture2023 Notes Indenture relating to the duties of the trustee,2023 Notes Trustee, in case an Event of Default shall occur and be continuing, the trustee2023 Notes Trustee will be under no obligation to exercise any of its rights or powers under the indenture2023 Notes Indenture at the request or direction of any of the holders of the notes,2023 Notes, unless the holders shall have offered to the trustee2023 Notes Trustee reasonable indemnity satisfactory to it. Subject to the provisions for the indemnification of the trustee,2023 Notes Trustee, the holders of a majority in aggregate principal amount of the notes2023 Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee2023 Notes Trustee or exercising any trust or power conferred on the trustee2023 Notes Trustee with respect to the notes.2023 Notes. No holder of notes2023 Notes will have any right to institute any proceeding with respect to the indenture,2023 Notes Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless: (a) that holder has previously given to the trustee2023 Notes Trustee written notice of a continuing Event of Default,
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(b) the registered holders of at least 25% in aggregate principal amount of the notes2023 Notes then outstanding have made written request and offered indemnity reasonably satisfactory to the trustee2023 Notes Trustee to institute the proceeding as trustee, and (c) the trustee2023 Notes Trustee shall not have received from the registered holders of a majority in aggregate principal amount of the notes2023 Notes then outstanding a direction inconsistent with that request and shall have failed to institute the proceeding within 60 days.
However, these limitations do not apply to a suit instituted by a holder of any note2023 Note for enforcement of payment of the principal of, and premium, if any, or interest on, that note2023 Note on or after the respective due dates expressed in that note.2023 Note. The trustee2023 Notes Trustee shall not be deemed to have notice of any Default or Event of Default unless an officer of the trustee2023 Notes Trustee having direct responsibility for the administration of the indenture2023 Notes Indenture has received written notice of any such event and such notice references the notes2023 Notes and the indenture.2023 Notes Indenture. Amendments and Waivers Subject to somecertain exceptions, the indenture2023 Notes Indenture, the 2023 Notes and the Note Guarantees may be amended, supplemented or otherwise modified with the consent of the registered holders of a majority in aggregate principal amount of the notes2023 Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the notes)2023 Notes) and any past default or compliance with any provisions may also be waived with the consent of the registered holders of a majority in aggregate principal amount of the notes2023 Notes then outstanding (including waivers obtained in connection with a tender offer or exchange offer for the notes) 2023 Notes), except a Default in the payment of principal, premium, if any, or interest and particular covenants and provisions of the indenture2023 Notes Indenture which cannot be amended without the consent of each holder of an outstanding note.2023 Note (with respect to any 2023 Notes held by suchnon-consenting holder). However, without the consent of eachwith respect to any 2023 Notes held by anon-consenting holder, of an outstanding note adversely affected thereby, no amendment may, among other things,things: (1) reduce the principal amount of notes2023 Notes whose holders must consent to an amendment or waiver,waiver; (2) reduce the rate of or extend the time for payment of interest on any note,2023 Note; (3) reduce the principal of or extend the Stated Maturity of any note,2023 Note; (4) make any note2023 Note payable in money other than U.S. Dollars,Dollars; (5) impair the right of any holder of the notes2023 Notes to receive payment of principal of and interest on that holder's notesholder’s 2023 Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to that holder's notes,holder’s 2023 Notes; (6) subordinate the notes2023 Notes or the Note Guarantees to any other obligation of theany Issuer or any Guarantor,Guarantor; (7) reduce the premium payable upon the redemption of any note2023 Note or change the time at which any note2023 Note may be redeemed, as described under "—“—Optional Redemption,"Redemption”; (8) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the notes2023 Notes must be repurchased pursuant to that Change of Control Offer,Offer; (9) at any time after the Issuer isIssuers are obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which the Prepayment Offer must be made or at which the notes2023 Notes must be repurchased pursuant thereto,thereto; or (10) release any Guarantor from any of its obligations under its Note Guarantee or the indenture,2023 Notes Indenture, except in accordance with the terms of the indenture.
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Without the consent of any holder of the notes,2023 Notes, the IssuerIssuers, the Guarantors and the trustee2023 Notes Trustee may amend, supplement or otherwise modify the indenture2023 Notes Indenture, the 2023 Notes and the Note Guarantees to: (1) cure any ambiguity, omission, defect, mistake or inconsistency,inconsistency; (2) provide for the assumption by a successor of the obligations of theany Issuer or any Guarantor under the indenture,2023 Notes Indenture; (3) provide for uncertificated notes2023 Notes in addition to or in place of certificated notes, 2023 Notes;providedthat the uncertificated notes2023 Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes2023 Notes are described in Section 163(f)(2)(B) of the Code,Code; (4) add Guarantees with respect to the notes2023 Notes or release Guarantors from their Note Guarantees as provided by the terms of the indenture2023 Notes Indenture or the Note Guarantees,Guarantees; (5) secure the notes2023 Notes and the Note Guarantees (and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection therewith), add to the covenants of the Issuer for the benefit of the holders of the notes2023 Notes or surrender any right or power conferred upon the Issuer,Parent Guarantor or any Restricted Subsidiary; (6) make any change that does not adversely affect the rights of any holder of the notes,2023 Notes; (7) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the indenture2023 Notes Indenture under the Trust Indenture Act of 1939, as amended,amended; (8) provide for the issuance of additional notes2023 Notes in accordance with the indenture,2023 Notes Indenture;
(9) provide for the issuance of exchange securities that shall have terms substantially identical in all respects to the notes (except that the transfer restrictions contained in the notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding notes, as a single class of securities; (10) provide for the appointment of a successor trustee;provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the indenture;2023 Notes Indenture;
(10) provide for the issuance of New 2023 Notes or other exchange securities that shall have terms substantially identical to the 2023 Notes (except that the transfer restrictions contained in the 2023 Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding 2023 Notes, as a single class of securities; or (11) conform any provisionsprovision of the 2023 Notes Indenture, the 2023 Notes or the Note Guarantees to this "Description“Description of Notes" as evidencedthe 2023 Notes” to the extent that such provision in an Officers' Certificate.this “Description of the 2023 Notes” was intended to a verbatim recitation of a provision of the 2023 Notes Indenture, the 2023 Notes or the Note Guarantees. The consent of the holders of the notes2023 Notes is not necessary to approve the particular form of any proposed amendment.amendment, supplement or other modification. It is sufficient if such consent approves the substance of the proposed amendment.amendment, supplement or other modification. After an amendment, supplement or other modification becomes effective, the Issuer isIssuers are required to deliver to each registered holder of the notes2023 Notes at the holder'sholder’s address appearing in the security register a notice briefly describing the amendment. However, the failure to give this notice to all holders of the notes,2023 Notes, or any defect therein, will not impair or affect the validity of the amendment.amendment supplement or other modification. In connection with any modification, amendment or supplement, wethe Issuers will deliver to the trustee2023 Notes Trustee an Opinion of Counsel and an Officers'Officer’s Certificate upon which the trustee2023 Notes Trustee may conclusively rely, each stating that such modification, amendment or supplement complies with the applicable provisions of the indenture2023 Notes Indenture and such modification, amendment or supplement is the legal, valid and binding obligation of the IssuerIssuers enforceable against itthem in accordance with its terms. Defeasance and Discharge The IssuerIssuers may discharge itsall obligations of the Issuers and the Guarantors under the notes2023 Notes, the 2023 Notes Indenture and the indentureNote Guarantees by irrevocably depositing in trust with the trustee2023 Notes Trustee money or Government Obligations sufficient to pay principal of and interest on the notes2023 Notes to maturity or redemption within one year, subject to meeting certain other conditions.
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The IssuerIssuers at any time may also terminate all of the Issuer's obligations of the Issuers and the Guarantors under the notes2023 Notes, the 2023 Notes Indenture and the indenture ("Note Guarantees (“legal defeasance"defeasance”), except for particular obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes,2023 Notes, to replace mutilated, destroyed, lost or stolen notes2023 Notes and to maintain a registrar and paying agent in respect of the notes.2023 Notes. The IssuerIssuers at any time may terminate:terminate (“covenant defeasance”): (1) the Issuer's obligations of the Parent Guarantor and the Restricted Subsidiaries under the covenants described under "—“—Repurchase at the Option of Holders Upon a Change of Control"Control” and "—“—Certain Covenants"Covenants” above (other the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property,” except as provided in clause (3) below), (2) the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the note guaranteeNote Guarantee provisions described under "—“—Events of Default"Default” above, and (3) the limitations contained in clause (e) under the first paragraph of "—“—Certain Covenants—Merger, Consolidation and Sale of Property" above ("covenant defeasance").Property” above.
The IssuerIssuers may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises itsIssuers exercise their legal defeasance option, payment of the notes2023 Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises itsIssuers exercise their covenant defeasance option, payment of the notes2023 Notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under "—“—Certain Covenants"Covenants”), (5), (6), (7) (with respect only to Significant Subsidiaries) or (8) under "—“—Events of Default"Default” above or because of the failure of the IssuerParent Guarantor to comply with clause (e) under the first paragraph of "—“—Merger, Consolidation and Sale of Property"Property” above. The legal defeasance option or the covenant defeasance option may be exercised only if: (a) the IssuerIssuers irrevocably depositsdeposit in trust with the trustee2023 Notes Trustee money in U.S. Dollars or U.S. dollar-denominated Government Obligations for the payment of principal of and interest (including premium, if any) on the notes2023 Notes to maturity or redemption; (b) the Issuer deliversIssuers deliver to the trustee2023 Notes Trustee a certificate of a nationally recognized accounting firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited Government Obligationsplusany deposited money without investment will provide cash at the times and in amounts as will be sufficient to pay principal and interest (including premium, if any) when due on all the notes2023 Notes to maturity or redemption, as the case may be; (c) no Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto;thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith); (d) the deposit does not constitute a default under any other agreement or instrument binding on the Issuer;Issuers; (e) the Issuer deliversIssuers deliver to the trustee2023 Notes Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; (f) in the case of the legal defeasance option, the Issuer deliversIssuers deliver to the trustee2023 Notes Trustee an Opinion of Counsel stating that: (1) the Issuer hasIssuers have received from the Internal Revenue Service a ruling, or (2) since the date of the indenture2023 Notes Indenture there has been a change in the applicable federal income tax law,
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to the effect, in either case, that, and based thereon the Opinion of Counsel shall confirm that, the holders of the notes2023 Notes will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred; (g) in the case of the covenant defeasance option, the Issuer deliversIssuers deliver to the trustee2023 Notes Trustee an Opinion of Counsel to the effect that the holders of the notes2023 Notes will not recognize income;income, gain or loss for federal income tax purposes as a result of that covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if that covenant defeasance had not occurred; and (h) the Issuer deliversIssuers deliver to the trustee2023 Notes Trustee an Officers'Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the notes2023 Notes have been complied with as required by the indenture.2023 Notes Indenture.
In the case of either discharge or defeasance, the Note Guarantees, if any, will terminate. No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator, member, partner or stockholder of any Issuer or any Guarantor, as such, shall have any liability for any obligations of any Issuer or any Guarantor (other than an Issuer in respect of the 2023 Notes and each Guarantor in respect of its Note Guarantee) under the 2023 Notes, the Note Guarantees or the 2023 Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a 2023 Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the 2023 Notes. This waiver may not be effective to waive liabilities under the federal securities law. Governing Law The indenture is,2023 Notes Indenture, the 2023 Notes and the notes will be,Note Guarantees are governed by, and construed in accordance with, the internal laws of the State of New York. The Trustee HSBC Bank USA, National Association is the trustee under the indenture2023 Notes Indenture and has been appointed by the IssuerIssuers as registrar and paying agent with regard to the notes. HSBC Bank USA, National Association has also been appointed by the Issuer as exchange agent with regard to the notes.2023 Notes. Except during the continuance of an Event of Default, the trustee2023 Notes Trustee will perform only the duties as are specifically set forth in the indenture2023 Notes Indenture, and no implied covenants or obligations shall be read into the indenture2023 Notes Indenture against the trustee,2023 Notes Trustee, where duties and obligations shall be determined solely by the express provisions of the indenture.2023 Notes Indenture. During the existence of an Event of Default, the trustee2023 Notes Trustee will exercise the rights and powers vested in it under the indenture2023 Notes Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of that person'sperson’s own affairs. Definitions Set forth below is a summary of defined terms from the indenture2023 Notes Indenture that are used in this "Description“Description of the 2023 Notes."” Reference is made to the indenture2023 Notes Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. "“2026 Notes” means the 6.500% senior notes due 2026 of the Issuers.
“Accounts Receivable Facilities"” means the transactions contemplated by the Accounts Receivable Facility Documents pursuant to which the Designated Notes Parties sell Time Share Receivables to a Receivables Subsidiary for resale by such Receivables Subsidiary as part of a customary asset securitization or similar financing transaction involving Time Share Receivables, the obligations of which arenon-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the IssuerParent Guarantor and its Subsidiaries (other than a Receivables Subsidiary) and as to which neither the IssuerParent Guarantor nor any of its Subsidiaries (other than a Receivables Subsidiary) provides credit support of any kind. "“Accounts Receivable Facility Documents"” means the pooling and servicing agreement, the receivables purchase agreement and each of the other documents and agreements entered into in
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connection with an Accounts Receivable Facility, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time. "“Acquisition"” means the purchase or acquisition (whether in one or a series of related transactions) by any Person of (a) more than fifty percent (50%) of the Capital Stock with ordinary voting power of another Person or (b) all or substantially all of the Property (other than Capital Stock) of another Person or division or line of business or business unit of another Person, whether or not involving a merger or consolidation with such Person.
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“Acquired Debt"” means Debt (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, whether or not Incurred by such Person in connection with such Person becoming a Restricted Subsidiary of the CompanyParent Guarantor or such acquisition or (3) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise combines with the IssuerParent Guarantor or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combinationcombination. "“Additional Assets"” means:
(a) any Property (other than cash, cash equivalents, securities and inventory), including any improvements thereto through capital expenditures or otherwise, to be used, or that is useful, in a Permitted Business; (b) Capital Stock of (i) a Person that becomes a Restricted Subsidiary as a result of the acquisition of that Capital Stock by the IssuerParent Guarantor or another Restricted Subsidiary from any Person other than the IssuerParent Guarantor or an Affiliate of the IssuerParent Guarantor or (ii) any Person that at such time is a Restricted Subsidiary;provided,however, that, in the case of this clause (b), the Restricted Subsidiary is primarily engaged in a Permitted Business; or (c) all or substantially all of the assets of a Permitted Business.
"“Affiliate"” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For the purposes of this definition, "control"“control” when used with respect to any Person means the power to direct the management and policies of that Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling"“controlling” and "controlled"“controlled” have meanings correlative to the foregoing.
"Applicable Premium" means, with respect to any note on any redemption date, the greater of:
(a) 1.0% of the principal amount of such note; and
(b) the excess, if any, of (i) the present value on such redemption date of (A) the redemption price of such note on April 15, 2018 (such redemption price being that described in "—Optional Redemption" above, plus (B) all required remaining scheduled interest payments due on such note through April 15, 2018 computed using a discount rate equal to the Treasury Rate plus 50 basis points over (ii) the principal amount of such note.
"“Approved Bank"” means (a) any lender under the Credit Agreement, (b) any United States domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (c) any bank (or parent thereof) whose short-term commercial paper rating from S&P is at leastA-2 or the equivalent thereof or from Moody'sMoody’s is at leastP-2 or the equivalent thereof.
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"“Asset Sale"” means any direct or indirect sale, lease (other than operating lease entered into in the ordinary course of business), transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan) by the IssuerParent Guarantor or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"“disposition”), ofof:
(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors'directors’ qualifying shares), (b) all or substantially all the assets of any division or line of business of the IssuerParent Guarantor or any Restricted Subsidiary, or (c) any other Property of the IssuerParent Guarantor or any Restricted Subsidiary outside of the ordinary course of business of the IssuerParent Guarantor or such Restricted Subsidiary, other than, in the case of clause (a), (b) or (c) above, (1) any disposition by a Restricted Subsidiary to the IssuerParent Guarantor or by the IssuerParent Guarantor or a Restricted Subsidiary to a Restricted Subsidiary,Subsidiary; (2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under "—“—Certain Covenants—Limitation on Restricted Payments,"Payments”;
(3) any disposition effected in compliance with the first paragraph of the covenant described under "—“—Certain Covenants—Merger, Consolidation and Sale of Property—The Issuer,"Parent Guarantor” or any disposition that constitutes a Change of Control pursuant to the 2023 Notes Indenture; (4) any disposition that does not (together with all related dispositions) involve assets having a Fair Market Value or consideration in excess of $7.5 million; (5) any disposition of Cash Equivalents in the ordinary course of business; (6) the creation or Incurrence of a Permitted Lien or any other Lien created or Incurred in compliance with the covenant described under "—“—Certain Covenants—Limitation on Liens,"” and dispositions in connection therewith; (7) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under "—“—Certain Covenants—Limitation on Debt;"Debt”; (8) a surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other claims in the ordinary course of business; (9) any sale or other disposition of Time Share Receivables by the Designated Notes Parties and Receivables Subsidiaries pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents; and (10) any sale or other disposition of timeshare interests in real property in the ordinary course of business of the IssuerParent Guarantor and its Subsidiaries.Subsidiaries; "(11) the disposition in the ordinary course of business of interests in any resort operating as part of the European business of the Parent Guarantor or its Restricted Subsidiaries to an independent trustee after all or substantially all of the Time Share Inventory attributable to such resort have been sold to third parties; and
(12) the disposition in the ordinary course of business of interests in the entities which hold the interests in inventory used in the operation of the Marriott Vacation Club, Asia Pacific business to an independent trustee or administrative third parties subject to regulatory provisions of the laws of the jurisdictions governing such entities. “Attributable Debt"” in respect of a Sale and Leaseback Transaction means, at any date of determination, (a) if the Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of "Capital“Capital Lease Obligation"Obligation” and (b) in all other instances, the greater of: (1) the Fair Market Value of the Property subject to the Sale and Leaseback Transaction, and
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(2) the present value (discounted at the interest rate borneimplicit in the transaction, as reasonably determined by the notes, compounded annually)Parent Guarantor) of the total obligations of the lessee for rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction (including any period for which the lease has been extended).
"“Average Life"” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:
(a) the sum of the product of the numbers of years (rounded to the nearestone-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of that Debt or redemption or similar payment with respect to that Preferred Stock multiplied by the amount of the paymentby (b) the sum of all payments of this kind.
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“Beneficial Owner"” means a beneficial owner as defined in Rule13d-3 under the Exchange Act, except that: (a) a Person will be deemed to be the Beneficial Owner of all shares that the Person has the right to acquire, whether that right is exercisable immediately or only after the passage of time, and (b) for purposes of clause (a) of the definition of "Change“Change of Control,"” any "person"“person” or "group"(as“group” (as those terms are defined in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule13d-5(b)(1) under the Exchange Act, shall be deemed to be the Beneficial Owners of any Voting Stock of a corporation or other legal entity held by any other corporation or legal entity (the "parent corporation"“parent corporation”), so long as that person or group Beneficially Owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of that parent corporation.
The term "“Beneficially Own"” shall have a corresponding meaning. "“Board of Directors"” means: (1) with respect to a corporation, the board of directors of the corporation or a duly authorized committee of the board of directors; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to a limited liability company, the managing member or members or any controlling committee or board of managers of such company or the Board of Directors of the sole member or the managing member thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function.
"“Business Day"” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which the corporate trust office of the trustee2023 Notes Trustee is located are authorized or required by law to close.
"“Capital Lease Obligation"” means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of the indenture2023 Notes Indenture governing the notes,2023 Notes, the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty, in each case.case;provided that all obligations of such Person that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the Issue Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a capital lease) for purposes of the 2023 Notes Indenture regardless of any change in GAAP following the Issue Date (or any change in the implementation in GAAP for future periods that are contemplated as of the Issue Date) that would otherwise require such obligation to bere-characterized as a capital lease. For purposes of "—“—Certain Covenants—Limitation on Liens,"” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.
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"“Capital Stock"” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participation, rights, warrants, options or other interests in the nature of an equity interest in that Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into that equity interest.
"“Capital Stock Sale Proceeds"” means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the IssuerParent Guarantor from the issuance or sale (other than to a Subsidiary of the IssuerParent Guarantor or an employee stock ownership plan or trust established by the IssuerParent Guarantor or the Subsidiary for the benefit of their employees) by the IssuerParent Guarantor of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys'attorneys’ fees, accountants'accountants’ fees, initial purchasers'purchasers’ or placement agents'agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.
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“Cash Equivalents"” means any of the following types of Investments, to the extent owned by the IssuerParent Guarantor or any Restricted Subsidiary: (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided(provided that the full faith and credit of the United States, is pledged in support thereof) having maturities of not more than 24 months from the date of acquisition, (b) Dollar denominated time deposits, certificates of deposit or bankers'bankers’ acceptances of any Approved Bank, in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation ratedA-2 (or the equivalent thereof) or better by S&P orP-2 (or the equivalent thereof) or better by Moody's,Moody’s, and maturing within 24 months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the lenders) or recognized securities dealer having capital and surplus in excess of $500 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations, (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940 that are administered by financial institutions having capital of at least $500 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof, (f) other short-term investments utilized by the IssuerParent Guarantor or any Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing, (g) U.S. Dollars or foreign currencies held from time to time in the ordinary course of business, and (h) interests in any investment company or money market fund which invests 95% or more of its assets in instruments specified in clauses (a) through (g) above. "“Change of Control"” means the occurrence of any of the following events:
(a) any "person"“person” or "group"(as“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule13d-5(b)(1) under the Exchange Act, becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Parent Guarantor; or (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of Parent Guarantor, the IssuerIssuers and the Restricted Subsidiaries, considered as a whole (other than a disposition of assets as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary), shall have occurred; or (c) during any period of two consecutive years, individuals who at the beginning of that period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of Parent
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Guarantor was approved by a vote of not less than three-fourths of the directors then still in office who were either directors at the beginning of that period or whose election or nomination for election was previously so approved or by a vote of the shareholders of Parent Guarantor) cease for any reason to constitute a majority of the Board of Directors then in office; or (d) the shareholders of Parent Guarantor shall have approved any plan of liquidation or dissolution of Parent Guarantor.
"“Code"” means the Internal Revenue Code of 1986, as amended.
“ "Co-Issuer” means ILG, LLC. “Combination Transactions” means the acquisition of ILG, Inc. by the Parent Guarantor through a series of business combinations pursuant to the Merger Agreement. “Commodity Price Protection Agreement"” means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect that Person against fluctuations in commodity prices. "“Consolidated EBITDA"” means, for any period, Consolidated Net Income for such period,plus
(a) without duplication and to the extent deducted (and not added back) in determining such Consolidated Net Income, the sum of: (i) consolidated interest expense (and, to the extent not reflected therein, bank and letter of credit fees and costs of surety bonds in connection with financing activities) for such period (including imputed interest expense in respect of Capital Lease Obligations), (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) anynon-cash extraordinary charges for such period, (v) any othernon-cash charges (other than the write-down orwrite-off of current assets, any additions to bad debt reserve or bad debt expense or any accruals for estimated sales discounts, returns or allowances) for such period, (vi) any losses for such period attributable to early extinguishment of Debt or obligations under any Swap Agreement, (vii) the amount of any restructuring, business optimization costs, charges or reserves (including any unusual ornon-recurring operating expenses directly attributable to the implementation of cost savings initiatives), recruiting fees, fees of restructuring or business optimization consultants, integration andnon-recurring severance, relocation, consolidation, transition, integration or other similar charges and expenses, contract termination costs, excess pension charges, system establishment charges,start-up or closure or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to curtailments or modifications to pension and post-retirement employee benefit plans and litigation settlements or losses outside the ordinary course of business), ;providedthat the aggregate amount added back pursuant to this clause (vii) may not exceed, when aggregated with the amount of any increase for such period to Consolidated EBITDA pursuant to clause (ii) of the definition of "pro“pro forma,"” 10% of Consolidated EBITDA for such period (prior to giving effect to any increase pursuant to such clause (ii) or this clause (a)(vii)), andminus
(b) without duplicationduplication: (i) to the extent not deducted in determining such Consolidated Net Income, all cash payments made during such period on account ofnon-cash charges that were or would have been added to Consolidated Net Income, and
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(ii) to the extent included in determining such Consolidated Net Income, (A) any extraordinary gains and allnon-cash items of income (other than normal accruals in the ordinary course of business) for such period and (B) any gains for such period attributable to early extinguishment of Debt or obligations under any Swap Agreement or Hedging Obligation, all determined on a consolidated basis in accordance with GAAP.
"“Consolidated Fixed Charges"” means, for any period for the IssuerParent Guarantor and its consolidated Restricted Subsidiaries, the sum, without duplication, of,
(a) Consolidated Interest Expense for such period,plus (b) Disqualified Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital Stock,plus
(c) Preferred Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital Stock. "“Consolidated Fixed Charges Coverage Ratio"” means, as of any date of determination, the ratio of:
(a) the aggregate amount of Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination date for which financial statements are required to be filed pursuant to "—Reports"“—Reports” to (b) Consolidated Fixed Charges for those four fiscal quarters; provided,however, however, that: (1) if: (a) since the beginning of that period the IssuerParent Guarantor or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or (b) the transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Incurrence or Repayment of Debt,
Consolidated Fixed Charges for that period shall be calculated after giving effect on a pro forma basis to that Incurrence or Repayment as if the Debt was Incurred or Repaid on the first day of that period, period;providedthat, in the event of any Repayment of Debt, Consolidated EBITDA for that period shall be calculated as if the IssuerParent Guarantor or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and (2) if: (a) since the beginning of that period the IssuerParent Guarantor or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business, (b) the transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Asset Sale, Investment or acquisition, or (c) since the beginning of that period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the IssuerParent Guarantor or any Restricted Subsidiary since the beginning of that period) shall have made such an Asset Sale, Investment or acquisition,
Consolidated EBITDA for that period shall be calculated after giving pro forma effect to the Asset Sale, Investment or acquisition as if the Asset Sale, Investment or acquisition occurred on the first day of that period.
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If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on that Debt shall be calculated as if the base interest rate in effect for the floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to that Debt if the applicable Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the IssuerParent Guarantor shall be deemed, for purposes of clause (1) above, to have Repaid during that period the Debt of that Restricted Subsidiary to the extent the IssuerParent Guarantor and its continuing Restricted Subsidiaries are no longer liable for that Debt after the sale. "“Consolidated Interest Expense"” means, for any period for the IssuerParent Guarantor and its Restricted Subsidiaries, the sum of the total interest expense of the IssuerParent Guarantor and its consolidated subsidiariesRestricted Subsidiaries (calculated without regard to any limitations on the payment thereof)plus, without duplication, the
interest component under capital leasesCapital Lease Obligations determined on a consolidated basis and amortization of original issue discount resulting from the issuance of Debt at less than par;providedthat there shall be excluded from Consolidated Interest Expense the following: (a) the amortization of deferred financing, legal and accounting costs with respect to the Credit Agreement, the Existing ILG Notes, the 2026 Notes, the Convertible Notes and the notes,2023 Notes, (b) the interest expense with respect toNon-Recourse Debt incurred in connection with Accounts Receivable Facilities and (c) the interest income derived from Time Share Receivables, in each case to the extent the same would otherwise have been included therein. Consolidated Interest Expense shall be calculated on a pro forma basis. "“Consolidated Net Income"” means, for any period, the net income or loss of the IssuerParent Guarantor and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;providedthat there shall be excluded (a) the income of any Person (other than the Issuer)Parent Guarantor) that is not a Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the IssuerParent Guarantor or, subject to clauses (b) and (c) below, any of the Restricted Subsidiaries during such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary (other than thean Issuer or a Subsidiary Guarantor) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary is restricted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, statute, rule or regulation applicable to such Restricted Subsidiary, (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary that is not wholly owned by the IssuerParent Guarantor to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such Restricted Subsidiary, (d) any (i)non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and anynon-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts, (e) any gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of assets of the IssuerParent Guarantor or such Restricted Subsidiary, other than in the ordinary course of business, (f) anyafter-tax effect of income (loss) from the early extinguishment of Debt or Hedging Obligations or other derivative instruments, (g) the cumulative effect of a change in accounting principles, (h) any netafter-tax (x) extraordinary, unusual or nonrecurring gains or losses and (y) extraordinary, unusual or nonrecurring costs, charges or expenses, (i) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Debt (including such fees, expenses or charges related to the offering and issuance of the 2023 Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Capital Stock, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the 2023 Notes and other securities and any Credit Facilities) and any such transaction undertaken but not completed, and any charges or merger costs incurred during such period as a result of any such transaction (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805,Business
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Combinations) Combinations) and (j) the effects from applying purchase accounting, including applying purchase accounting to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements, as a result of any other past or future acquisitions or the amortization orwrite-off of any amounts thereof.
Notwithstanding the foregoing, (i) for purposes of the covenant described under "—“—Certain Covenants—Limitation on Restricted Payments"Payments” only, there shall be excluded from Consolidated Net Income any dividends, repayment of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the IssuerParent Guarantor or a Restricted Subsidiary to the extent the dividends, repayments or transfers increase the amount of Restricted Payments permitted under that covenant pursuant to clause (c)(4) or (c)(5) thereof, and (ii) any net income (loss) of any Person (other than the Issuer)Parent Guarantor) that is not a Restricted Subsidiary shall be excluded in calculating Consolidated Net Income, except that the Issuer'sParent Guarantor’s equity in the net income of any such Person for any period shall be included without duplication, in such Consolidated Net Income up to the aggregate amount of cash distributed by the Person during such period to the IssuerParent Guarantor or a Restricted Subsidiary as a dividend or distribution. "“Consolidated Secured Leverage Ratio"” means, as of any date of determination, the ratio of (a) the aggregate amount of all Debt of the IssuerParent Guarantor and its Restricted Subsidiaries (other than Debt under Accounts Receivable Facilities) secured by Liens at the date of determination (on a pro forma basis reflecting any Incurrence of Debt and repayment of Debt made on such date) to (b) the aggregate amount of Consolidated EBITDA for the IssuerParent Guarantor for the four full fiscal quarters, treated as one period, ending prior to the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Secured Leverage Ratio for which financial statements are required to be filed pursuant to "—Reports".“—Reports.” In addition to and without limitation of the foregoing, for purposes of this definition, this ratio shall be calculated in a manner consistent with the definition of the "Fixed“Consolidated Fixed Charges Coverage Ratio,"” including any pro forma calculations.
"“Consolidated Total Assets"” of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries as of the most recent fiscal quarter end for which an internal consolidated balance sheet of such Person and its Subsidiaries is available, all calculated on a consolidated basis in accordance with generally accepted accounting principles.
"“Convertible Notes” means the Parent Guarantor’s 1.50% Convertible Senior Notes due 2022 issued pursuant to that certain Indenture, dated as of September 25, 2017, by and between the Parent Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee.
“Credit Agreement"” means that certain Amended and Restated Credit Agreement, dated as of June 21, 2012,August 31, 2018, by and among the Issuer,Issuers, as the borrower (the "Borrower"),borrowers, the Parent Guarantor, certain subsidiaries of the BorrowerParent Guarantor party thereto, the lenders and agents party thereto and Wells FargoJPMorgan Chase Bank, National Association,N.A., as administrative agent and collateral agent, as amended by the First Amendment to Credit Agreement and Incremental Revolving Commitment Agreement, dated April 8, 2014, and the Second Amendment to Credit Agreement and Incremental Revolving Commitment Agreement, dated November 6, 2014, and the Third Amendment to Credit Agreement and Incremental Revolving Commitment Agreement, dated on or about the Issue Date, and as further amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements (in each case with the same or new agents, lenders or institutional investors). "“Credit Facilities"” means, with respect to the IssuerParent Guarantor or any Restricted Subsidiary, one or more debt facilities (including the Credit Agreement) or commercial paper facilities with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or bankers'bankers’ acceptances or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents or
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other holders or lenders and whether provided under the Credit Agreement or any other credit agreement or other agreement or indenture). "“Currency Exchange Protection Agreement"” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect that Person against fluctuations in currency exchange rates.
"“Debt"” means, with respect to any Person on any date of determination (without duplication):
(a) the principal of and premium (if any) in respect of: (1) debt of the Person for money borrowed, and (2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Person is responsible or liable;
(b) all Capital Lease Obligations of the Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Person;
(c) all obligations of the Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of the Person and all obligations of the Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (d) all obligations of the Person for the reimbursement of any obligor on any letter of credit, banker'sbanker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered into in the ordinary course of business of the Person to the extent those letters of credit are not drawn upon or, if and to the extent drawn upon, the drawing is reimbursed no later than the third Business Day following receipt by the Person of a demand for reimbursement following payment on the letter of credit); (e) the amount of all obligations of the Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of the Person, any Preferred Stock (but excluding, in each case, any accrued dividends); (f) all obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for the payment of which, in either case, the Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; (g) all obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any Property of the Person (whether or not such obligation is assumed by the Person), the amount of such obligation being deemed to be the lesser of the value of that Property or the amount of the obligation so secured; (h) to the extent not otherwise included in this definition, Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligations that would be payable by such person at such time); and (i) all obligations under any Accounts Receivable Facility to the extent that such obligations are required to be reflected as a liability on the consolidated balance sheet of the IssuerParent Guarantor in accordance with GAAP. The amount of Debt (including, for the avoidance of doubt, any guarantee) of any Person at any date shall be the outstanding balance at that date of all unconditional obligations as described above
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and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at that date. "“Default"” means any event which is, or after notice or passage of time or both would be, an Event of Default.
"“DesignatedNon-Cash Consideration"” means the Fair Market Value ofnon-cash consideration received by the IssuerParent Guarantor or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as DesignatedNon-cash Consideration pursuant to an Officer'sOfficer’s Certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such DesignatedNon-cash Consideration.
"“Designated Notes Parties"” shall mean theany Issuer or any Guarantor or Foreign Subsidiary Guarantor that are from time to time party to the Accounts Receivable Facility Documents.
"“Disposition"Disposition” or “"Dispose"” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction and any sale or issuance of Capital Stock in a Restricted Subsidiary but excluding any sale or issuance of Capital Stock in the Issuer)Parent Guarantor) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding, for purposes hereof, (a) Dispositions of obsolete, worn out or no longer useful property, whether now owned or hereafter acquired, in each case, in the ordinary course of
business, (b) Dispositions of inventory, promotional materials and product displays in the ordinary course of business, (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of defaulted receivables in the ordinary course of business for collection, (e) any Involuntary Disposition, and (f) the unwinding of any Hedging Obligation. "“Disqualified Stock"” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:
(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or (c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,
on or prior to, in the case of clause (a), (b) or (c), the date that is 91 days after the Stated Maturity of the notes.2023 Notes. "“Disqualified Stock Dividends"” means all dividends with respect to Disqualified Stock of the IssuerParent Guarantor or any Restricted Subsidiary held by Persons other than the IssuerParent Guarantor or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Issuerissuer of the Disqualified Stock.
"“Dollar Equivalent"” means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time for the determination thereof, the amount of U.S. Dollars obtained by converting such foreign currency involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable foreign currency as published by the Federal Reserve Board on the date of such determination.
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"“Domestic Restricted Subsidiary"” means a Restricted Subsidiary that is a U.S. Subsidiary.
"Equity Offering" means (i) an underwritten public equity offering of Qualified Capital Stock of the Issuer pursuant to an effective registration statement under the Securities Act, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer in the form of Qualified Capital Stock of the Issuer or (ii) a private equity offering of Qualified Capital Stock of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer in the form of Qualified Capital Stock of the Issuer, other than any public offerings registered on Form S-8.
"“Event of Default"” has the meaning set forth under "—“—Events of Default."”
"“Exchange Act"” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.
"“Existing ILG Notes” means the 5.625% Senior Notes due 2023 of Interval Acquisition Corp. (“IAC”) issued pursuant to the Original Indenture and those issued pursuant to the Original Indenture in connection with a registered exchange offer pursuant to the Registration Rights Agreement, dated as of April 10, 2015, by and among IAC, the guarantors named therein and the initial purchasers named therein.
“Fair Market Value"” means, with respect to any asset or liability, the fair market value of such asset or liability, as determined by an Officer of the IssuerIssuers in good faith. "“Foreign Subsidiary"” means any Restricted Subsidiary of the IssuerParent Guarantor that is not a U.S. Subsidiary.
"“GAAP"” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification or in such other statements by such other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of the indenture,Issue Date, except with respect to any reports or financial information required to be delivered pursuant to the covenant described above under "—“—Certain Covenants—Reports,"” which shall be prepared in accordance with GAAP as in effect on the date thereof. For the purposes of the indenture,2023 Notes Indenture, the term "consolidated,"“consolidated,” with respect to any Person, shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the IssuerParent Guarantor may elect by written notice to the trustee2023 Notes Trustee to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice, andexcept with respect to any reports or financial information required to be delivered pursuant to the covenant described above under “—Certain Covenants—Reports,” which shall be prepared in accordance with IFRS as in effect from time to time (for all other purposes ofon the Indenture)date thereof and (b) for prior periods, GAAP as defined in the first sentence of this definition. "“Governmental Authority"” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
"“Government Obligations"” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America or any country that is a member of the European Union on the Issue Date (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America or such European Union country is pledged and which are not callable or redeemable at the Issuer'sIssuers’ option.
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"“Guarantee"” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of that Person:
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) the Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, totake-or-pay or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee against loss in respect such Debt (in whole or in part);
provided,however, that the term "Guarantee"“Guarantee” shall not include: (1) endorsements for collection or deposit in the ordinary course of business, or (2) a contractual commitment by one Person to invest in another Person for so long as the Investment is reasonably expected to constitute a Permitted Investment under clause (a), (b) or (h) of the definition of "Permitted“Permitted Investment."”
The term "Guarantee"“Guarantee” used as a verb has a corresponding meaning. "“Hedging Obligation"” of any Person means any obligation of that Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.
"“IFRS” means the international financial reporting standards as issued by the International Accounting Standards Board.
“ILG Notes Exchange Offer” means the exchange of the Existing ILG Notes for up to $350 million in aggregate principal amount of the 2023 Notes, subject to the terms and conditions set forth in the offering memorandum and consent solicitation statement of MVW, dated July 26, 2018, as amended on August 15, 2018. “Incur"” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of that Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any Debt or obligation on the balance sheet of that Person (and "Incurrence"“Incurrence” and "Incurred"“Incurred” shall have meanings correlative to the foregoing);provided,however, that a change in GAAP that results in an obligation of that Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of that Debt;provided further,however, that any Debt or other obligations of a Person existing at the time the Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by that Subsidiary at the time it becomes a Subsidiary; andprovided further,however, that solely for purposes of determining compliance with "—“—Certain Covenants—Limitation on Debt,"” amortization of debt discount or premium shall not be deemed to be the Incurrence of Debt, Debt;providedthat in the case of Debt sold at a discount or at a premium, the amount of the Debt Incurred shall at all times be the aggregate principal amount at Stated Maturity. "“Independent Financial Advisor"” means an accounting or investment banking firm of national standing or any third party appraiser of national standing,providedthat the firm or appraiser is not an Affiliate of the Issuer.Parent Guarantor.
"Independent Investment Banker" means one of the Reference Treasury Dealers selected by the Issuer.
"“Interest Rate Agreement"” means, for any Person, any interest rate swap agreement, interest rate option agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates.
"“Investment"” by any Person means any direct or indirect loan (other than advances to customers and suppliers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of that Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or
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acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to Debt or other obligations of such other Person. For purposes of the covenants described under "—“—Certain Covenants—Limitation on Restricted Payments"Payments” and "—“—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries"Subsidiaries” and the definition of "Restricted“Restricted Payment," "Investment"” “Investment” shall include the portion (proportionate to the Issuer'sParent Guarantor’s equity interest in the Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the IssuerParent Guarantor at the time that the Subsidiary is designated an Unrestricted Subsidiary;provided,however, that upon a redesignation of that Subsidiary as a Restricted Subsidiary, the IssuerParent Guarantor shall be deemed to continue to have a permanent "Investment"“Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to: (a) the Issuer's "Investment"Parent Guarantor’s “Investment” in that Subsidiary at the time of such redesignation,less (b) the portion (proportionate to the Issuer'sParent Guarantor’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of that Subsidiary at the time of such redesignation.
In determining the amount of any Investment made by transfer of any Property other than cash, the Property shall be valued at its Fair Market Value at the time of the Investment. "“Investment Grade Rating"” means a rating equal to or higher than Baa3 (or the equivalent) by Moody'sMoody’s and BBB^BBB– (or the equivalent) by S&P.
"“Involuntary Disposition"” means the receipt by the IssuerParent Guarantor or any Restricted Subsidiary of any cash insurance proceeds or condemnation awards or expropriation compensation payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its Property.
"
“Issue Date"” means April 10, 2015.September 4, 2018. "“Lien"” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to that Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).
"“Moody'sMerger Agreement"” means Moody'sthe Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC, as the same may be amended, restated or otherwise modified.
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. "“Net Available Cash"” from any Asset Sale means cash payments received therefrom (including any cash payments received upon the sale or other disposition of any DesignatedNon-Cash Consideration received in any Asset Sale, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of that Asset Sale or received in any othernon-cash form), in each case net of:
(a) all legal, title and recording tax expenses, commissions and other fees (including, without limitation, brokers'brokers’ or investment bankers'bankers’ commissions or fees) and expenses incurred, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of the Asset Sale, (b) all payments made on any Debt that is secured by any Property subject to the Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with
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respect to that Property, or which must by its terms, or in order to obtain a necessary consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the Asset Sale, (c) all distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a result of the Asset Sale, and (d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in the Asset Sale and retained by the IssuerParent Guarantor or any Restricted Subsidiary after the Asset Sale,
provided,, that, to the extent that any portion of the consideration for an Asset Sale is required by contract to be held in a separate escrow or deposit account to support indemnification, adjustment of purchase price or similar obligations, such portion of the consideration shall become Net Available Cash only at such time as it is released to the IssuerParent Guarantor or a Restricted Subsidiary from the escrow or deposit account. "“Net Cash Proceeds"” means with respect to any incurrenceIncurrence or issuance of Debt, the aggregate principal amount actually received in cash by the IssuerParent Guarantor or any Restricted Subsidiary in connection therewith, net of direct costs (including legal, accounting and investment banking fees and expenses, sales brokerage commissions and underwriting discounts).
“ "Non-RecourseNon-Recourse Debt"” means Debt of a Person: (a) which the lenders or holders thereof have no recourse other than to specific assets of such Person and (b) as to which neither the IssuerParent Guarantor nor any of its Subsidiaries provides any Support Obligation or credit support of any kind. Notwithstanding the foregoing, Debt shall not be considered to be recourse to a Person if recourse is contingent upon the occurrence of specified events that have not yet occurred in circumstances in which the occurrence of such events is within the control of such Person (e.g., provisions commonly known as "bad boy"“bad boy” provisions). "
“Officer"” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, Vice Chairman, any President, the Chief Accounting Officer, any Executive Vice President, any Senior Vice President or Vice President, the Controller, the Treasurer, any Assistant Treasurer, the Secretary or theany Assistant Secretary of the Issuer.Issuers. "“Officers'Officer’s Certificate"” means a certificate signed by two Officersone Officer of each of the Issuer, at least one of whom shall be the principal executive officer, principal financial officer or the principal accounting officer of the Issuer,Issuers and delivered to the trustee.2023 Notes Trustee.
"“Opinion of Counsel"” means a written opinion from legal counsel which is acceptable to the trustee.2023 Notes Trustee. The counsel may be an employee of or counsel to the Issuer.Issuers.
"“Original Indenture” means the Indenture governing the Existing ILG Notes, dated as of April 10, 2015, by and among IAC, the guarantors party thereto from time to time and HSBC Bank USA, National Association, as trustee, as in effect immediately prior to the consummation of the ILG Notes Exchange Offer on the Issue Date.
“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) relating to the Parent Guarantor’s common stock (or other securities or property following a merger event or other change of the common stock of the Parent Guarantor) purchased by the Parent Guarantor in connection with the issuance of any convertible Debt;provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Parent Guarantor from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Parent Guarantor from the sale of such convertible Debt issued in connection with such Permitted Bond Hedge Transaction. “Permitted Business"” means any business that is reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the IssuerParent Guarantor and its Restricted Subsidiaries are engaged in on the Issue Date. "“Permitted Investment"” means any Investment by the IssuerParent Guarantor or a Restricted Subsidiary in:
(a) any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary,providedthat the primary business of the Restricted Subsidiary is a Permitted Business; (b) any Person if as a result of the Investment that Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the IssuerParent Guarantor or a Restricted Subsidiary,Subsidiary;providedthat the Person'sPerson’s primary business is a Permitted Business; (c) cash, Cash Equivalents and Temporary Cash Investments;
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(d) commission, payroll, travel and similar advances to cover matters that are expected at the time of those advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; (e) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the IssuerParent Guarantor or a Restricted Subsidiary or in satisfaction of judgments; (f) any Person to the extent the Investment represents thenon-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under "—“—Certain Covenants—Limitation on Asset Sales"Sales”; (g) Hedging Obligations permitted under clauses (e), (f) or (g) of the second paragraph of the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt”; (h) customers or suppliers of the IssuerParent Guarantor or any of its Subsidiaries in the form of extensions of credit or transfers of Property, to the extent otherwise constituting an Investment, and in the ordinary course of business and any Investments received in the ordinary course of business in satisfaction or partial satisfaction thereof;
(i) any Person if the Investments (or binding commitments in respect thereof) are outstanding on the Issue Date and not otherwise described in clauses (a) through (h) above, and any extension, modification or renewal of any such Investments (but not any such extension, modification, renewal or to the extent it involves additional advances, contributions or other investments of cash or property, other than reasonable expenses incidental to the structuring, negotiation and consummation of such extension, modification or renewal); (j) any securities, derivative instruments or other Investments of any kind that are acquired and held for the benefit of IssuerParent Guarantor or Restricted Subsidiary employees in the ordinary course of business pursuant to deferred compensation plans or arrangements approved by the Board of Directors;provided,however, that (i) the amount of such Investment represents funds paid or payable in respect of deferred compensation previously included as an expense in the calculation of Consolidated Net Income (and not excluded pursuant to clause (f)(d) of the definition of "Consolidated“Consolidated Net Income"Income”), and (ii) the terms of such Investment shall not require any additional Investment by the IssuerParent Guarantor or any Restricted Subsidiary; (k) any Person (other than an Affiliate) in aggregate amount not to exceed the greater of (x) $50 million and (y) 5.0% of the Issuer'sParent Guarantor’s Consolidated Total Assets outstanding at any one time in the aggregate; (l) any Investment acquired in exchange for shares of Capital Stock of the IssuerParent Guarantor (other than Disqualified Stock);providedthat the proceeds of such issuance shall be excluded from the definition of "Capital“Capital Stock Sale Proceeds"Proceeds”; (m) any receivable owing to the IssuerParent Guarantor or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;providedthat such trade terms may include such concessionary trade terms as the IssuerParent Guarantor or any such Restricted Subsidiary deems reasonable under the circumstances; (n) any Investment (i) in exchange for any other Investment or accounts receivable held by the IssuerParent Guarantor or any such Restricted Subsidiary in connection with or as a result of bankruptcy, workout, reorganization or recapitalization of the Issuerissuer of such other Investment or accounts receivable, (ii) in satisfaction of judgments or in compromise, settlement or resolution of any litigation, arbitration or other dispute, or (iii) as a result of a foreclosure by the IssuerParent Guarantor or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
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(o) Guarantees of Debt issued in accordance with "Certainpermitted under “Certain Covenants—Limitations on Debt"Debt”; (p) Investments made in connection with the funding of contributions under any nonqualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the IssuerParent Guarantor and its Restricted Subsidiaries in connection with such plans; (q) Investments in joint ventures or in Unrestricted Subsidiaries or entities that become joint ventures or Unrestricted Subsidiaries as a result of such Investments, having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (q) that are at that time outstanding, not to exceed 10.0% of the Issuer'sParent Guarantor’s Consolidated Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (r) except to the extent constituting an Acquisition, Investments by the IssuerParent Guarantor in Receivables Subsidiaries in connection with Accounts Receivable Facilities; (s) Investments held by a Person at the time such Person becomes a Restricted Subsidiary or is merged with or into the IssuerParent Guarantor or any Restricted Subsidiary and not made in contemplation of such Person becoming a Restricted Subsidiary;
(t) advances in the ordinary course of business to secure developer contracts of the IssuerParent Guarantor and its Subsidiaries; (u) Investments arising from pledges and deposits pursuant to paragraphs (g), (h) and (u) of the definition of Permitted Liens; (v) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the IssuerParent Guarantor or a Restricted Subsidiary as a result of a foreclosure by the IssuerParent Guarantor or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (w) loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency; (x) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the IssuerParent Guarantor or such Restricted Subsidiary; (y) guarantees by the IssuerParent Guarantor or any Restricted Subsidiary of operating leases or of other obligations that do not constitute Debt, in each case entered into by the IssuerParent Guarantor or any Restricted Subsidiary in the ordinary course of business; and (z) Investments consisting of thenon-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons otherwise permitted hereunder. For the avoidance of doubt, any Investment that is a Permitted Investment hereunder may be transferred to the IssuerParent Guarantor or anothera Restricted Subsidiary, or exchanged for other assets of the IssuerParent Guarantor or anothera Restricted Subsidiary. "“Permitted Liens"” means:
(a) Liens (including, without limitation and to the extent constituting a Lien, negative pledges) to secure Debt in an aggregate principal amount not to exceed the amount permitted to be Incurred under clause (b) of the second paragraph of the covenant described under "—“—Certain
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Covenants—Limitation on Debt,"” regardless of whether the IssuerParent Guarantor and the Restricted Subsidiaries are actually subject to that covenant at the time the Lien is Incurred; (b) Liens for taxes, assessments or governmental charges or levies on the Property of the IssuerParent Guarantor or any Restricted Subsidiary and deposits in respect thereof if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, concluded;providedthat any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor; (c) Liens imposed by law, such as carriers'carriers’, warehousemen's, materialmen's, repairmen'swarehousemen’s, materialmen’s, repairmen’s and mechanics'mechanics’ Liens and other similar Liens, on the Property of the IssuerParent Guarantor or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings; (d) Liens on the Property of the IssuerParent Guarantor or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance orreturn-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, including banker'sbanker’s liens and rights ofset-off, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the IssuerParent Guarantor and the Restricted Subsidiaries taken as a whole;
(e) Liens on Property at the time the IssuerParent Guarantor or any Restricted Subsidiary acquired the Property, including any acquisition by means of a merger or consolidation with or into the IssuerParent Guarantor or any Restricted Subsidiary;provided,however, that any Lien of this kind may not extend to any other Property of the IssuerParent Guarantor or any Restricted Subsidiary;provided further,however, that the Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which the Property was acquired by the IssuerParent Guarantor or any Restricted Subsidiary; (f) Liens on the Property of a Person at the time that Person becomes a Restricted Subsidiary;provided,however, that any Lien of this kind may not extend to any other Property of the IssuerParent Guarantor or any other Restricted Subsidiary that is not a direct Subsidiary of that Person;provided further,however, that the Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which the Person became a Restricted Subsidiary; (g) pledges or deposits by the IssuerParent Guarantor or any Restricted Subsidiary under workers'workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the IssuerParent Guarantor or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the IssuerParent Guarantor or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business; (h) Liens (including, without limitation and to the extent constituting Liens, negative pledges), assignments and pledges of rights to receive premiums, interest or loss payments or otherwise arising in connection with workers'workers’ compensation loss portfolio transfer insurance transactions or any insurance or reinsurance agreements pertaining to losses covered by insurance, and Liens (including, without limitation and to the extent constituting Liens, negative pledges) in favor of insurers or reinsurers on pledges or deposits by the IssuerParent Guarantor or any Restricted Subsidiary under workmen'sworkmen’s compensation laws, unemployment insurance laws or similar legislation;
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(i) Liens of landlords on fixtures, equipment and movable property located on leased premises and utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character; (j) Liens arising out of judgments or awards against the IssuerParent Guarantor or a Restricted Subsidiary with respect to which the IssuerParent Guarantor or the Restricted Subsidiary shall then be proceeding with an appeal or other proceeding for review; (k) Liens in favor of Issuersissuers of performance, stay, appeal, indemnification, surety or similar bonds, completion guarantees or letters of credit issued pursuant to the request of and for the account of the IssuerParent Guarantor or a Restricted Subsidiary in the ordinary course of its business, business;providedthat these letters of credit do not constitute Debt; (l) leases or subleases of real property granted by the IssuerParent Guarantor or a Restricted Subsidiary to any other Person and not interfering in any material respect with the business of the IssuerParent Guarantor and its Subsidiaries, taken as a whole; (m) Liens (including, without limitation and to the extent constituting Liens, negative pledges) on intellectual property arising from intellectual property licenses entered into in the ordinary course of business; (n) Liens on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational documents or material contracts of such joint venture; (o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n) above; (p) Liens securing Debt Incurred pursuant to clause (i) of the second paragraph of the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt” on the Property (other than in respect of a Receivables Subsidiary) purchased with the proceeds of such Debt;
(q) Liens on the Property of the IssuerParent Guarantor or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (e), (f), (o) or (p) above; above or this clause (q);provided,however, that any Lien of this kind shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by the Lien shall not be increased to an amount greater than the sum of: (1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (e), (f), (o) or (p) above or this clause (q), as the case may be, at the time the original Lien became a Permitted Lien under the indenture,2023 Notes Indenture, and (2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurredIncurred by the IssuerParent Guarantor or the Restricted Subsidiary in connection with the Refinancing;
(r) Liens on cash or Temporary Cash Investments held as proceeds of Permitted Refinancing Debt pending the payment, purchase, defeasance or other retirement of the Debt being Refinanced; (s) Liens not otherwise permitted by clauses (a) through (r) above (other than in respect of a Receivables Subsidiary) securing obligations with an aggregate principal amount not to exceed $25 million; (t) Liens securing Hedging Obligations permitted under clause (l) of the second paragraph of the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt”;
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(u) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (v) Liens to secure Debt (assuming any commitments for secured Debt of the IssuerParent Guarantor and its Restricted Subsidiaries were fully drawn) so long as on a pro forma basis, after giving effect to such Liens, the Consolidated Secured Leverage Ratio does not exceed 3.25 to 1.00; (w) Liens on property of any Foreign Subsidiary securing Debt of a Foreign Subsidiary Incurred pursuant to clause (k) of the second paragraph of the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt”; (x) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the IssuerParent Guarantor and its Restricted Subsidiaries in the ordinary course of business; (y) any interest or title of a lessor under any Capital Lease Obligation or operating lease; (z) Liens granted by a Receivables Subsidiary on Time Share Receivables sold by or to it pursuant to the Accounts Receivable Facility Documents to the extent that such Liens are created by the Accounts Receivable Facility Documents and permitted under clause (o) of the second paragraph of the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt”; (aa) Liens in favor of theany Issuer, the Parent Guarantor or any Restricted Subsidiary; (bb) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the IssuerParent Guarantor or any Restricted Subsidiary; and (cc) Liens of a collection bank arising underSection 4-210 of the Uniform Commercial Code on items in the course of collection; (dd) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the IssuerParent Guarantor or any Restricted Subsidiary; (ee) Liens solely on any cash earnest money deposits made by the IssuerParent Guarantor or any Restricted Subsidiary in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;
(ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers'bankers’ acceptance issued or created for the account of the IssuerParent Guarantor or any Restricted Subsidiary in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the IssuerParent Guarantor or a Restricted Subsidiary;provided, that such Lien secures only the obligations of the IssuerParent Guarantor or such Restricted Subsidiary in respect of such bankers'bankers’ acceptance or bank guarantee to the extent permitted under the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt”; and (gg) Liens securing insurance premiums financing arrangements,provided, that such Liens are limited to the applicable unearned insurance premiums;premiums. "For purposes of determining compliance with the covenant described under “—Certain Covenants—Limitation on Liens” and this definition of Permitted Liens, in the event that a Lien meets the criteria of more than one of the categories described above in clauses (a) through (gg) of Permitted Liens, the Parent Guarantor will be permitted, in its sole discretion, (x) to classify such Lien on the date of Incurrence and may later reclassify such Lien in any manner (based on the circumstances existing at the time of any such reclassification), (y) may divide and later redivide the amount of such Lien among more than one of such clauses and (z) will only be required to include such Lien in one of any such clauses;provided that all Liens Incurred pursuant to clause (a) of Permitted Liens shall be deemed to be Incurred pursuant to clause (a) of Permitted Liens and shall not later be reclassified, and the amount of such Liens shall not be divided or later redivided among any other clause of Permitted Liens.
“Permitted Refinancing Debt"” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as: (a) the new Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and\
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(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to the Refinancing,
(b) the Average Life of the new Debt is equal to or greater than the Average Life of the Debt being Refinanced, (c) the Stated Maturity of the new Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and (d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced; provided,however, that Permitted Refinancing Debt shall not include: (x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Parent Guarantor, any Issuer or any Subsidiary Guarantor, or (y) Debt of the IssuerParent Guarantor or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.
"“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) relating to the Parent Guarantor’s common stock (or other securities or property following a merger event or other change of the common stock of the Parent Guarantor) and/or cash (in an amount determined by reference to the price of such common stock) sold by the Parent Guarantor substantially concurrently with any purchase by the Parent Guarantor of a Permitted Bond Hedge Transaction.
“Person"” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "“Preferred Stock"” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person, over shares of any other class of Capital Stock issued by that Person.
"“Preferred Stock Dividends"” means all dividends with respect to Preferred Stock of the IssuerParent Guarantor or any Restricted Subsidiary held by Persons other than the IssuerParent Guarantor or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income rate (expressed as a decimal number between 1 and 0) then applicable to the Issuerissuer of the Preferred Stock.
"“Productive Assets"” means assets (other than securities and inventory) that are used or usable by the IssuerParent Guarantor and its Restricted Subsidiaries in Permitted Businesses.
"“pro forma"” means, with respect to any computation hereunder required to be made on a pro forma basis giving effect to any proposed Investment or other acquisition, any Disposition (other than any Disposition pursuant to clause (9) of the definition of "Asset Sale"“Asset Sale”), any Restricted Payment or any payment of or in respect of any Debt (collectively, "Pro“Pro Forma Events"Events”), computation thereof after giving pro forma effect to adjustments in connection with such Pro Forma Event that are either (i) in accordance with RegulationS-X under the Securities Act or (ii) set forth in an Officer'sOfficer’s Certificate and believed in good faith by the IssuerIssuers to be probable based on actions taken or to be taken within 12 months following the consummation of the relevant Pro Forma Event;providedthat the aggregate amount of any increase in Consolidated EBITDA resulting from adjustments pursuant to this clause (ii) for any four fiscal quarter period of the Issuer,Issuers, when aggregated with the amount of any addback to Consolidated EBITDA pursuant to clause (a)(vii) of the definition thereof for such period, shall not exceed 10% of Consolidated EBITDA for such period (prior to giving effect to any increase pursuant to such clause (a)(vii) or this clause (ii)), in each case, using, for purposes of making such computation, the consolidated financial statements of the IssuerParent Guarantor and the Restricted Subsidiaries (and, to the extent applicable, the historical financial statements of any entities or assets so acquired or to be acquired, or so disposed or to be disposed), which shall be reformulated as if such Pro Forma Event (and, in the case of any pro forma computations made hereunder to determine whether such Pro Forma Event is permitted to be consummated hereunder, to any other Pro Forma Event consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the
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date of such computation), and any Debt or other liabilities incurredIncurred in connection with any such Pro Forma Event, had been consummated and incurredIncurred at the beginning of such period. "“Pro Forma Event"” has the meaning set forth in the definition of "pro forma."“pro forma.”
"“Property"” means, with respect to any Person, any interest of that Person in any kind of property, plant, equipment or other asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture,2023 Notes Indenture, the value of any Property shall be its Fair Market Value.
"“Purchase Money Debt"” means Debt:
(a) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of the Debt does not exceed the anticipated useful life of the Property being financed, and
(b) Incurred to finance the acquisition, construction or lease by the IssuerParent Guarantor or a Restricted Subsidiary of the Property, including additions and improvements thereto; provided,however, that the Debt is Incurred within 365 days after the acquisition, construction or lease of the Property by the IssuerParent Guarantor or Restricted Subsidiary. "“Qualified Capital Stock"” means any Capital Stock that is not Disqualified Stock. "Rating Agencies"
“Rating Agencies” means Moody'sMoody’s and S&P. "“Receivables Subsidiary"” shall mean a special purpose Wholly Owned Subsidiary that is a U.S. Subsidiary of the IssuerParent Guarantor formed to enter into an Accounts Receivable Facility, and in each case engages only in activities reasonably related or incidental thereto.
"“Refinance"” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, that Debt. "Refinanced"“Refinanced” and "Refinancing"“Refinancing” shall have correlative meanings.
"Registration Rights Agreement" means that certain registration rights agreement dated as of the Issue Date by and among the Issuer, the Guarantors and the initial purchasers set forth therein.
"“Repay"” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire that Debt. "Repayment"“Repayment” and "Repaid"“Repaid” shall have correlative meanings. For purposes of the covenants described under "—“—Certain Covenants—Limitation on Asset Sales"Sales” and "—“—Certain Covenants—Limitation on Debt"Debt” and the definition of "Consolidated“Consolidated Fixed Charges Coverage Ratio,"” Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.
"“Restricted Payment"” means:
(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the IssuerParent Guarantor or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the IssuerParent Guarantor or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the IssuerParent Guarantor, the Issuers or the parent of theanother Restricted Subsidiary or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Issuer;Parent Guarantor; (b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the IssuerParent Guarantor or any Restricted Subsidiary (other than from the IssuerParent Guarantor or a Restricted Subsidiary) or any securities exchangeable for or convertible into Capital Stock of the IssuerParent Guarantor or any Restricted Subsidiary, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the IssuerParent Guarantor that is not Disqualified Stock);
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(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (i) any Subordinated Obligation Incurred under clause (c) of the covenant described under "—“—Certain Covenants—Limitation on Debt"Debt” and (ii) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case under this subclause (ii) due within one year of the date of acquisition); (d) any Investment (other than Permitted Investments) in any Person; or (e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the IssuerParent Guarantor or another Restricted Subsidiary if the result thereof is that the Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of the "Restricted Payment"“Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in the former Restricted Subsidiary held by the IssuerParent Guarantor and the other Restricted Subsidiaries.
"
“Restricted Subsidiary"” means any Subsidiary of the IssuerParent Guarantor (including the Issuers) other than an Unrestricted Subsidiary. "“S&P"” means Standard & Poor'sPoor’s Ratings Services, a business of Standard & Poor'sPoor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc., or any successor to the rating agency business thereof.
"“Sale and Leaseback Transaction"” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the IssuerParent Guarantor or a Restricted Subsidiary transfers that Property to another Person and the IssuerParent Guarantor or a Restricted Subsidiary leases it from that other Person together with any Refinancings thereof.
"“SEC"” means the U.S. Securities and Exchange Commission.
"“Securities Act"” means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.
"“Significant Subsidiary"” means any Subsidiary that would be a "Significant Subsidiary"“Significant Subsidiary” of the IssuerParent Guarantor within the meaning of Rule1-02 under RegulationS-X promulgated by the SEC.
"“Stated Maturity"” means, with respect to any security, the date specified in the security as the fixed date on which the payment of principal of the security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of the security at the option of the holder thereof upon the happening of any contingency beyond the control of the Issuerissuer unless that contingency has occurred).
"“Subordinated Obligation"” means any Debt of the IssuerIssuers or the Guarantors (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the notes2023 Notes pursuant to a written agreement to that effect.
"“Subsidiary"” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
"“Support Obligation"” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the "primary obligor"“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to
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purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Support Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. "
“Swap Agreement"” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;providedthat no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the IssuerParent Guarantor or any Subsidiary shall be a Swap Agreement. "Tax Distributions" means, with respect to any taxable year or portion thereof that the Issuer is treated as a partnership or "disregarded entity" for federal income tax purposes or is part of a consolidated, combined or similar group for income Tax purposes of which Parent Guarantor or another direct or indirect parent of the Issuer is the common parent (a "Tax Group"), cash distributions paid by the Issuer to Parent Guarantor (or to another direct or indirect parent of the Issuer that is the common parent) in respect of (a) where the Issuer is treated as a partnership for federal income tax purposes, the income Tax liabilities of Parent Guarantor (or, where the Parent Guarantor is treated as a partnership or disregarded entity for federal income tax purposes, the direct and/or indirect owners of the Parent Guarantor) attributable to the taxable income of the Issuer or (b) where the Issuer is part of a Tax Group (or is treated as a "disregarded entity" owned by a member of a Tax Group), the income Tax liabilities of the Tax Group attributable to the taxable income of the Issuer and its Subsidiaries included in the Tax Group, as the case may be (in each case, including, any estimates thereof and any Tax deficiencies or other subsequent adjustments to such Tax liabilities); provided that such distributions in respect of any taxable year of the Issuer or portion thereof shall be permitted to be of an amount equal to, but shall not exceed, the income Taxes that the Issuer and/or such Subsidiaries (as applicable) would have paid on a standalone basis (or as a standalone Tax Group) (assuming for this purpose that the Issuer is treated as a domestic corporation for federal income tax purposes), reduced by any such income Taxes paid or payable directly by the Issuer and/or its Subsidiaries (including, any estimates thereof and any tax deficiencies or other subsequent adjustments to such liabilities) and; provided, further that payments under clause (a) or (b) for any taxable year may be made on a quarterly basis to permit the direct and/or indirect equity owners of Issuer to make any required estimated income tax payments and, to the extent that such quarterly distributions exceed the maximum amount ultimately permitted under clause (a) or (b) with respect to such taxable year (based on the actual taxable income for the full taxable year), such excess shall reduce dollar for dollar the distributions permitted under clause (a) or (b) in respect of the immediately subsequent taxable year (and, if necessary, future taxable years).
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"“Taxes"” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.
"“Temporary Cash Investments"” means any of the following:
(a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided (providedthat the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) U.S. Dollar-denominated time deposits and certificates of deposit of (i) any lender under the Credit Agreement, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (collectively, an "Approved Bank"),Approved Bank, in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation ratedA-1 (or the equivalent thereof) or better by S&P orP-1 (or the equivalent thereof) or better by Moody'sMoody’s and maturing within twelve months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500.0 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations, (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940 that are administered by reputable financial institutions having capital of at least $500.0 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof, and (f) other short-term investments utilized by Foreign Restricted Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.
"“Time Share Receivables"” means notes receivable arising from the financing of the sale of timeshare intervals and fractional products to a retail customer, together with any assets related thereto, including, without limitation, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such notes receivable.
"“Transaction Expenses” means any fees and expenses incurred or paid by the Parent Guarantor or any Restricted Subsidiary in connection with the Transactions.
“Transactions"” means, collectively, (a) the borrowing of funds under the Credit Agreement on the closing date of the Combination Transactions, (b) the issuance of the 2023 Notes on the Issue Date, (c) the refinancing of Debt of the Parent Guarantor and its subsidiaries and ILG, Inc. and its subsidiaries, respectively, under existing credit facilities on the closing date of the Combination Transactions, (d) the Combination Transactions, (e) the consummation of any other transaction in connection with the foregoing and (f) the payment of Transaction Expenses. “Unrestricted Subsidiary” means: (a) any Subsidiary of the Parent Guarantor that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and (b) any Subsidiary of an Unrestricted Subsidiary. “U.S. Dollar” or “$” means the incurrencelawful currency of the United States. “U.S. Subsidiary” means any direct or indirect Subsidiary of the Parent Guarantor that is organized under the laws of any state of the United States or the District of Columbia. “Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of that Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof. “Wholly Owned” means a Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at that time owned, directly or indirectly, by the Parent Guarantor and its other Wholly Owned Restricted Subsidiaries. DESCRIPTION OF THE 2026 NOTES This description of notes relates to the 6.500% senior notes due 2026 (the “New 2026 Notes”), to be issued by Marriott Ownership Resorts, Inc. and ILG, LLC (the “Issuers” and each an “Issuer”) in exchange for $750,000,000 aggregate principal amount of 6.500% Senior Notes due 2026 (the “Original 2026 Notes” and, together the New 2026 Notes and any additional notes, the “2026 Notes”), issued by the Issuers pursuant to an indenture, dated as of August 23, 2018, by and among the Issuers, Marriott Vacations Worldwide Corporation, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2026 Notes Trustee”), relating to the 2026 Notes (as supplemented, the “2026 Notes Indenture”). Interest on each 2026 Note will accrue from the last interest payment date on which interest was paid on the tendered Original 2026 Note in exchange therefor or, if no interest has been paid on such Original 2026 Note, from the first date Original Notes of such series were issued. Any Original 2026 Note that remains outstanding after completion of the Exchange Offers, together with the 2026 Notes, will be treated as a single class of securities under the 2026 Notes Indenture. You can find the definitions of capitalized terms used in this description and not defined elsewhere under the subheading “Definitions.” Terms defined in this “Description of the 2026 Notes” are defined for use in this section only, and the same terms may have different meanings in the “Description of the 2023 Notes” or elsewhere in this prospectus. In this “Description of the 2026 Notes,” the terms “Issuers,” “we,” “us” or “our” refer to Marriott Ownership Resorts, Inc., a Delaware corporation, and ILG, LLC, a Delaware limited liability company, and not to any of their Subsidiaries. Because consents of the holders of a majority of the aggregate principal amount of the Existing ILG Notes were not received in the Consent Solicitation, ILG became aco-issuer of the 2026 Notes rather than a Subsidiary Guarantor of the 2026 Notes. As such, where applicable, certain changes were made in the 2026 Notes Indenture, including references to ILG as the “Co-Issuer” and the treatment of theCo-Issuer in a manner similar to the Issuer for purposes of the covenants and other terms described in this “Description of the 2026 Notes,” including with respect to the obligation to pay any principal of, or premium, if any, and interest on, the 2026 Notes and the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property.” The term “Parent Guarantor” refers only to Marriott Vacations Worldwide Corporation, a Delaware corporation, and not to any of its Subsidiaries, except for the purpose of financial data determined on a consolidated basis. In addition, the term “Subsidiary Guarantor” refers to all existing Subsidiaries of the Issuers that Guarantee the 2026 Notes and to any future Subsidiaries that guarantee the 2026 Notes. The word “Guarantors” refers to the Parent Guarantor and the Subsidiary Guarantors, collectively. The following description is a summary of the material provisions of the 2026 Notes Indenture. It does not restate the 2026 Notes Indenture in its entirety. We urge you to read the 2026 Notes Indenture in its entirety because it, and not this description, defines your rights as a holder of the 2026 Notes. Copies of the 2026 Notes Indenture are available without charge upon request to the Issuers at the address indicated under “Where You Can Find More Information.” Principal, Maturity and Interest On the Issue Date, we issued $750.0 million in aggregate principal amount of Original 2026 Notes under the 2026 Notes Indenture and, subject to compliance with the covenant described under “—Certain Covenants—Limitation on Debt,” we can issue an unlimited amount of additional notes at later dates. Any additional 2026 Notes that we issue in the future will have identical terms and conditions as the 2026 Notes offered hereby, except that any additional notes issued in the future will have different issue prices, issue dates, first interest payment dates and first dates from which interest will accrue;providedthat any additional notes that are not fungible with the 2026 Notes for U.S. federal income tax purposes will be issued with a separate CUSIP number and ISIN from the 2026 Notes. Any additional 2026 Notes will be part of the same issue as the 2026 Notes that we are currently offering and will vote on all matters with the 2026 Notes. We will issue 2026 Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The 2026 Notes will mature on September 15, 2026. Interest on the 2026 Notes accrues at a rate of 6.500% per annum. Interest on the 2026 Notes is payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2019. We will pay interest to those persons who were holders of record on the March 1 or September 1 immediately preceding each interest payment date. Interest on the 2026 Notes will accrue from March 15, 2019. Interest is computed on the basis of a360-day year comprised of twelve30-day months. The 2026 Notes are denominated in U.S. Dollars and all payments of principal and interest thereon will be paid in U.S. Dollars. Ranking The 2026 Notes are the senior unsecured obligations of the Issuers and are guaranteed by the Parent Guarantor and each of its Restricted Subsidiaries that is required to provide a guarantee or is a borrower under the Credit Agreement. The 2026 Notes rank equally with all senior unsecured Debt of the Parent Guarantor and the Guarantors but is effectively subordinated to all secured Debt, including our obligations under the Credit Agreement, to the extent of the value of the assets securing such Debt. Certain of the Parent Guarantor’s Subsidiaries do not and will not guarantee the 2026 Notes, including any Securitization Subsidiary or Foreign Subsidiary. Claims of creditors ofnon-Guarantor Subsidiaries, including trade creditors, and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those Subsidiaries, generally are structurally senior with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Parent Guarantor, the Issuers or the Subsidiary Guarantors, including holders of the 2026 Notes. The 2026 Notes and each Note Guarantee are therefore structurally subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of the Parent Guarantor (other than the Issuers or the Subsidiary Guarantors). As of March 31, 2019: we had approximately $3,955 million of total gross indebtedness (including the 2026 Notes); of our total indebtedness, we had approximately $973 million of gross secured indebtedness (excluding (i) $4 million of outstanding letters of credit under the Credit Agreement and(ii) non-recourse, securitized debt, including any borrowings under the MVW warehouse credit facility) to which the 2026 Notes are effectively subordinated; and we had commitments available to be borrowed under the Credit Agreement of $521 million (after giving effect to $4 million of outstanding letters of credit). Although the 2026 Notes Indenture limits the Incurrence of Debt by the Parent Guarantor and its Restricted Subsidiaries, this limitation is subject to a number of significant exceptions. The Parent Guarantor and its Restricted Subsidiaries may Incur a substantial amount of additional Debt, and a significant portion of such Debt may be secured Debt. Moreover, the 2026 Notes Indenture does not impose any limitation on the Incurrence by the Parent Guarantor and its Restricted Subsidiaries of liabilities that are not considered Debt under the 2026 Notes Indenture. Optional Redemption Except as set forth in the next two paragraphs, 2026 Notes are not redeemable at the option of the Issuers prior to September 15, 2021. On or after September 15, 2021, the Issuers may, at their option, redeem all or any portion of the 2026 Notes, on any one or more occasions, upon not less than 30 days nor more than 60 days prior notice. The 2026 Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for 2026 Notes redeemed during the12-month period commencing on September 15 of the years set forth below, and are expressed as percentages of principal amount: | | | | | Redemption Year | | Price | | 2021 | | | 103.250 | % | 2022 | | | 101.625 | % | 2023 and thereafter | | | 100.000 | % |
At any time and from time to time, prior to September 15, 2021, the Issuers may, on any one or more occasions, redeem up to a maximum of 40% of the original aggregate principal amount of the 2026 Notes (including additional notes, if any) with the Net Cash Proceeds of one or more Equity Offerings, at a redemption price equal to 106.500% of the principal amount thereof,plusaccrued and unpaid interest thereon, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date);provided,however, that immediately after giving effect to any such redemption, at least 50% of the original aggregate principal amount of 2026 Notes (including additional 2026 Notes, if any) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not less than 30 and no more than 60 days’ prior notice. In addition, the Issuers may choose to redeem all or any portion of the 2026 Notes, on any one or more occasions, prior to September 15, 2021, upon not less than 30 days nor more than 60 days prior notice, at a redemption price equal to the sum of: (a) 100% of the principal amount of the 2026 Notes to be redeemed,plus (b) the Applicable Premium, plusaccrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Any notice to holders of 2026 Notes of such a redemption shall set forth the manner of the calculation of the redemption price, but need not set forth the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the 2026 Notes Trustee no later than two Business Days prior to the redemption date. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the 2026 Note is registered at the close of business on such record date;provided that if the 2026 Notes are in global form, such accrued and unpaid interest shall be paid in accordance with the applicable procedures of DTC. In the case of any partialredemption,the 2026 Notes will be selected for redemption, with respect to global notes, in accordance with the applicable procedures of DTC and, with respect to certificated notes, by lot, pro rata or by such method as the 2026 Notes Trustee shall deem fair and appropriate;providedthat no note of $2,000 in principal amount or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount thereof to be redeemed. Upon the request of the Issuer, a new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. Any redemption notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of an Equity Offering, an Incurrence of Debt or other corporate transaction. Mandatory Redemption; Sinking Fund; Open Market Purchases The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the 2026 Notes. However, under certain circumstances, the Issuers may be required to offer to purchase the 2026 Notes as described under “—Repurchase at the Option of Holders Upon a Change of Control” and “—Certain Covenants—Limitation on Asset Sales.” The Issuers and their affiliates may acquire 2026 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the 2026 Notes Indenture. Note Guarantees The obligations of the Issuers under the 2026 Notes Indenture and the 2026 Notes, including any repurchase obligation resulting from a Change of Control, are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Parent Guarantor and each Restricted Subsidiary of the Parent Guarantor that guarantees or is a borrower under the Issuers’ existing credit agreement. The obligations of the Issuers under the 2026 Notes Indenture and the 2026 Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Parent Guarantor and each Restricted Subsidiary of the Parent Guarantor that guarantees or is a borrower under the Credit Agreement, including ILG and certain of its Subsidiaries. If any Restricted Subsidiary (other than any Securitization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary of the Parent Guarantor (and any Domestic Subsidiary that is anon-Wholly Owned Subsidiary of the Parent Guarantor if suchnon-Wholly Owned Subsidiary guarantees other capital markets debt securities of an Issuer or a Guarantor) becomes a borrower or guarantor under any Credit Facility or other capital markets debt securities of any Issuer or any Guarantor after the date of the 2026 Notes Indenture, such Restricted Subsidiary must provide a Note Guarantee. Not all of the Parent Guarantor’s subsidiaries guarantee the 2026 Notes. In the event of a bankruptcy, liquidation or reorganization of any of thesenon-guarantor Subsidiaries, thesenon-guarantor Subsidiaries must pay the holders of their debts and their trade creditors in full before they will be permitted to distribute any of their assets to the Issuers or another Guarantor. For the quarter ended March 31, 2019, ournon-guarantor Subsidiaries represented 15% of our revenue and 47% of our income before income taxes. For the year ended December 31, 2018, ournon-guarantor Subsidiaries represented 14% of our revenue and 9% of our income before income taxes. As of March 31, 2019, ournon-guarantor Subsidiaries represented 17% of our total assets and had $18 million of total liabilities, including debt and trade payables but excluding intercompany liabilities. Each Note Guarantee is limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the 2026 Notes, or a Guarantor may have effectively no obligation under its Note Guarantee. See “Risk Factors—Risks Related to Our Indebtedness, the Exchange Offers and the New Notes—U.S. federal and state fraudulent transfer laws may permit a court to void the Notes and/or the Note Guarantees, and if that occurs, you may not receive any payments on the Notes.” The Note Guarantee of a Subsidiary Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon: (1) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the properties and assets of the Subsidiary Guarantor (in each case other than to an Issuer or a Guarantor) otherwise permitted by the 2026 Notes Indenture; (2) the release or discharge of such Subsidiary Guarantor’s obligations under the Credit Agreement and any other Credit Facility and such Subsidiary Guarantor’s guarantee in respect of other capital markets debt securities of any Issuer or any Guarantor, as applicable, that resulted in the creation of such Note Guarantee other than, in each case, a release or discharge through payment thereon; (3) the designation in accordance with the 2026 Notes Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; or (4) defeasance or discharge of the 2026 Notes, as provided in “—Defeasance and Discharge.” The Note Guarantee of Parent Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon defeasance or discharge of the 2026 Notes, as provided in “—Defeasance and Discharge.” Repurchase at the Option of Holders Upon a Change of Control Upon the occurrence of a Change of Control, each holder of 2026 Notes will have the right to require us to repurchase all or any part of that holder’s 2026 Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof,plusaccrued and unpaid interest, if any, to, but not including, the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). Within 30 days following any Change of Control, the Issuers shall send or cause to be sent by first-class mail (or electronic transmission in the case of 2026 Notes held in book-entry form), with a copy to the 2026 Notes Trustee, to each holder of 2026 Notes, at such holder’s address appearing in the security register, a notice stating (as applicable): (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant described herein under “—Repurchase at the Option of Holders Upon a Change of Control” and that all 2026 Notes properly tendered will be accepted for repurchase; (2) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Purchase Date”); (3) if such notice is delivered prior to the occurrence of a Change of Control, that the Change of Control Offer is conditioned upon the occurrence of such Change of Control and setting forth a brief description of the definitive agreement for the Change of Control; and (4) the procedures that holders of 2026 Notes must follow in order to tender their 2026 Notes (or portions thereof) for payment, and the procedures that holders of 2026 Notes must follow in order to withdraw an election to tender 2026 Notes (or portions thereof) for payment. We will not be required to make a Change of Control Offer if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the 2026 Notes Indenture applicable to a Change of Control Offer made by us and purchases all 2026 Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to the 2026 Notes Indenture to redeem all of the 2026 Notes, as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of 2026 Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described above, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance. If holders of not less than 90% in aggregate principal amount of the then outstanding 2026 Notes validly tender and do not withdraw such 2026 Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers, purchase all of the 2026 Notes validly tendered and not withdrawn by such holders, the Issuers shall have the right, upon not less than 30 nor more than 60 days’ prior written notice, given not more than 30 days following the Change of Control Purchase Date, to redeem all 2026 Notes that remain outstanding following such purchase at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuers have no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the covenants described below, we could, in the future, enter into transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the 2026 Notes Indenture but that could increase the amount of Debt outstanding at such time or otherwise affect our capital structure or credit ratings. The definition of “Change of Control” includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” of our assets. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if we dispose of less than all of our assets by any of the means described above, the ability of a holder of 2026 Notes to require us to repurchase its 2026 Notes may be uncertain. The Credit Agreement restricts us in certain circumstances from purchasing any 2026 Notes prior to maturity of the 2026 Notes and also provides that the occurrence of some of the events that would constitute a Change of Control would constitute a default under the Credit Agreement. Future Debt of the Issuers may contain prohibitions of certain events that would constitute a Change of Control or require that future Debt be repurchased upon a Change of Control. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to purchase 2026 Notes in connection with a Change of Control would result in a default under the 2026 Notes Indenture. Any such default would, in turn, constitute a default under the Credit Agreement, and may constitute a default under any of our other current or future Debt as well. Our obligation to make an offer to repurchase the 2026 Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of that Change of Control with the written consent of the holders of a majority in principal amount of the 2026 Notes. See “—Amendments and Waivers.” Certain Covenants Set forth below are summaries of certain of the covenants contained in the 2026 Notes Indenture. Covenant Suspension On and after the first day (such date, the “Suspension Date”) that: (a) the 2026 Notes have Investment Grade Ratings from both Rating Agencies, and (b) no Default or Event of Default has occurred and is continuing under the 2026 Notes Indenture, the Parent Guarantor and the Restricted Subsidiaries will not be subject to the following provisions of the 2026 Notes Indenture: “—Limitation on Restricted Payments”; “—Limitation on Asset Sales”; “—Limitation on Restrictions on Distributions from Restricted Subsidiaries”; “—Limitation on Transactions with Affiliates”; “—Additional Note Guarantees” (but only with respect to any Person that would be required to become a Guarantor after the date of the commencement of the applicable Suspension Period); and clause (d) of the first paragraph of “—Merger, Consolidation and Sale of Property” (collectively, the “Suspended Covenants”). In the event that the Parent Guarantor and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the 2026 Notes below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing (the date of such ratings withdrawal or downgrade or the occurrence of such Default or Event of Default, the “Reversion Date”), then the Parent Guarantor and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for all periods after that withdrawal, downgrade, Default or Event of Default;provided,however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the 2026 Notes Indenture, the 2026 Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Parent Guarantor or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.” The Issuers will give the 2026 Notes Trustee written notice of any such suspension of covenants and in any event not later than five Business Days after such suspension has occurred. In the absence of such notice, the 2026 Notes Trustee shall assume that the Suspended Covenants are in full force and effect. Compliance with the provisions of the covenant described under “—Limitation on Restricted Payments” with respect to Restricted Payments made after the Reversion Date will be calculated in accordance with the terms of that covenant as though that covenant had been in effect during the entire Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of “—Limitation on Restricted Payments.” Solely for the purpose of determining the amount of Permitted Liens under the “—Limitation on Liens” covenant during any Suspension Period and without limiting the Parent Guarantor’s or any Restricted Subsidiary’s ability to Incur Debt during any Suspension Period, to the extent that calculations in the “—Limitation on Liens” covenant refer to the “—Limitation on Debt” covenant, such calculations shall be made as though the “—Limitation on Debt” covenant remains in effect during the Suspension Period. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of the covenant described under “—Limitation on Debt” (to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of the covenant described under “—Limitation on Debt,” such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (j) of the second paragraph of the covenant described under “—Limitation on Debt.” For purposes of determining compliance with the covenant described under “—Limitation on Asset Sales,” on the Reversion Date, the Net Available Cash from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. No Subsidiaries may be designated as Unrestricted Subsidiaries during any Suspension Period. The Issuers will give the 2026 Notes Trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the 2026 Notes Trustee shall assume that the Suspended Covenants apply and are in full force and effect. There can be no assurance that the 2026 Notes will ever achieve or maintain Investment Grade Ratings. Limitation on Debt The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt (including Acquired Debt) unless, after giving effect to the application of the proceeds thereof and either: (1) the Debt is Debt (in each case, including Acquired Debt) of the Parent Guarantor or a Restricted Subsidiary and after giving Pro Forma Effect to the Incurrence of the Debt and the application of the proceeds thereof, the Consolidated Fixed Charges Coverage Ratio would be at least 2.00 to 1.00;provided that the aggregate principal amount of Debt permitted to be Incurred pursuant to this clause (1) bynon-Guarantor Restricted Subsidiaries may not exceed, at the time of the Incurrence thereof, the greater of (i) $75.0 million and (ii) 10% of Consolidated EBITDA for the Test Period, or (2) the Debt is Permitted Debt. The term “Permitted Debt” is defined to include the following: (a) Debt of the Issuers or any Guarantor evidenced by the Original 2026 Notes and New 2026 Notes offered hereby and the Note Guarantees (including New 2026 Notes and the Guarantees thereof, but excluding any additional 2026 Notes); (b) Debt of the Parent Guarantor or a Restricted Subsidiary Incurred under Credit Facilities up to an aggregate principal amount (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) outstanding at any one time not to exceed (i) $1,500.0 million plus (ii) the greater of (x) $750.0 million and (y) 100.0% of Consolidated EBITDA for the Test Period plus (iii) an additional amount of Debt such that, on a Pro Forma Basis, after giving effect to such Debt the Secured Leverage Ratio does not exceed 3.00 to 1.00 (and for purposes of this clause (iii), any amount Incurred pursuant to this clause (iii) shall be treated as if such amount is Consolidated Secured Debt, regardless of whether such amount is actually secured); (c) Debt of the Parent Guarantor owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Parent Guarantor or any Restricted Subsidiary; provided, however, that (1) any subsequent issue or transfer of Capital Stock or other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of that Debt (except to the Parent Guarantor or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt by the issuer thereof, and (2) if an Issuer or a Guarantor is the obligor on that Debt and the Debt is owed to a Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor, the Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the 2026 Notes or the applicable Note Guarantee; (d) Debt Incurred by the Parent Guarantor or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment permitted under the 2026 Notes Indenture or any disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (e) Debt consisting of obligations of the Parent Guarantor (or any direct or indirect parent of the Parent Guarantor) or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment permitted under the 2026 Notes Indenture; (f) Cash Management Obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections, cash pooling arrangements, purchase card and similar arrangements in each case incurred in the ordinary course; (g) Debt supported by a letter of credit under the Credit Agreement in a principal amount not to exceed the face amount of such letter of credit; (h) Debt Incurred by anon-Guarantor Restricted Subsidiary, and Guarantees thereof by anynon-Guarantor Restricted Subsidiary, (x) in an aggregate principal amount not to exceed, at the time of the Incurrence thereof, the greater of (i) $175.0 million and (ii) 22.5% of Consolidated EBITDA for the Test Period and (y) under working capital lines, lines of credit or overdraft facilities (to the extent such Debt isnon-recourse to the Issuers and the Guarantors); (i) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Guarantor or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (j) Debt of the Parent Guarantor and its Restricted Subsidiaries outstanding on the Issue Date (other than Debt described in clauses (a) and (b) above); (k) Debt of the Parent Guarantor or any Restricted Subsidiary (a) Incurred and outstanding on the date of any acquisition of any assets (including through the acquisition of a Person that becomes or is merged with and into the Parent Guarantor or a Restricted Subsidiary) or secured by a Lien on any assets (including the assets of the Parent Guarantor or any such Restricted Subsidiary) on or prior to the acquisition thereof and (b) Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions in connection with, or in contemplation of, any acquisition of any assets (including through the acquisition of a Person that becomes or is merged with and into the Parent Guarantor or a Restricted Subsidiary) or secured by a Lien on any assets (including the assets of the Parent Guarantor or any such Restricted Subsidiary) prior to the acquisition thereof;provided, however, that at the time of any such transaction in clauses (a) and (b) above, either (i) the Parent Guarantor would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant after giving Pro Forma Effect to the Incurrence of such Debt pursuant to this clause (k) or (ii) on a Pro Forma Basis, either (x) the Consolidated Fixed Charges Coverage Ratio for the Parent Guarantor and its Restricted Subsidiaries would be greater than or equal to such ratio for the Parent Guarantor and its Restricted Subsidiaries or (y) the Total Leverage Ratio for the Parent Guarantor and its Restricted Subsidiaries would be less than or equal to such ratio for the Parent Guarantor and its Restricted Subsidiaries, in each case, immediately prior to such transaction; (l)(A) additional Debt in an aggregate principal amount not to exceed, at the time of the Incurrence thereof, the greater of (x) $275.0 million and (y) 35.0% of Consolidated EBITDA for the Test Period or (B) after giving Pro Forma Effect to the Incurrence of the Debt and the application of the proceeds thereof, the Total Leverage Ratio would not exceed 4.25 to 1.00; (m)(1) Attributable Debt and other Debt (including Capital Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Debt is Incurred within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (2) Attributable Debt arising out of Permitted Sale and Leaseback Transactions and (3) any Permitted Refinancing Debt with respect to any Debt set forth in the clauses (1) and (2); provided that the aggregate principal amount of Debt (including Attributable Debt, but excluding Attributable Debt Incurred pursuant to clause (2)) does not exceed, at the time of the Incurrence thereof, the greater of (x) $175.0 million and (y) 3.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period; (n) Debt of the Parent Guarantor or any Restricted Subsidiary consisting of Guarantees of Debt of the Parent Guarantor or any Restricted Subsidiary permitted to be Incurred under any other clause of this covenant; provided that in the event such Debt being Guaranteed is a Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the 2026 Notes or the Note Guarantee, as the case may be, to the same extent as the Debt being Guaranteed; (o) obligations ofnon-Wholly Owned Foreign Subsidiaries in respect of Disqualified Stock in an aggregate principal amount outstanding at any one time not to exceed $12.5 million; (p) Debt (i) in respect of Swap Contracts that are Incurred in the ordinary course of business (and not for speculative purposes) or (ii) consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (q)Non-Recourse Debt with respect to any Qualified Securitization Transaction and Guarantees constituting Standard Securitization Undertakings in respect of Qualified Securitization Transactions; (r) Debt incurred by the Parent Guarantor or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (s) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (t) Debt representing deferred compensation to employees of the Parent Guarantor (or any direct or indirect parent of the Parent Guarantor) and its Restricted Subsidiaries incurred in the ordinary course of business; (u) Debt to future, present or former directors, officers, members of management, employees or consultants of the Parent Guarantor or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Capital Stock of the Parent Guarantor (or any direct or indirect parent of the Parent Guarantor) permitted by clause (h) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”; (v) Debt of the Parent Guarantor and its Restricted Subsidiaries relating to the Parent Guarantor’s European or Asia Pacific businesses Incurred under, and Guarantees of the Parent Guarantor or a Restricted Subsidiary Incurred in connection with, hypothecations of or Qualified Securitization Transactions with respect to Time Share Receivables relating to resorts within the Parent Guarantor’s European or Asia Pacific businesses; (w) Guarantees under the Separation and Distribution Agreement or the Intercompany Agreements; (x) Permitted Refinancing Debt of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant or clauses (a), (j), (k) or this clause (x) of the second paragraph of this covenant; and (y) all premiums (if any), interest (including post-petition interest, capitalized interest or interest otherwise payable in kind), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses of this definition of Permitted Debt. For purposes of determining compliance with any restriction on the Incurrence of Debt in U.S. Dollars where Debt is denominated in a different currency, the amount of such Debt will be the Dollar Equivalent determined on the date of such determination. For purposes of determining compliance with the covenant described above: (A) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Parent Guarantor, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses; (B) the Parent Guarantor will be entitled to divide and classify and reclassify an item of Debt in more than one of the types of Debt described above; provided that Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated as Incurred under clause (b) above and may not be reclassified; (C) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Debt that is otherwise included in the determination of a particular amount of Debt shall not be included; (D) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to any clause of the second paragraph above or the first paragraph above and the letters of credit, bankers’ acceptances or other similar instruments relate to other Debt, then such other Debt shall not be included; (E) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and (F) in the event that the Parent Guarantor or a Restricted Subsidiary enters into or increases commitments under a revolving credit facility, the Consolidated Fixed Charges Coverage Ratio or the Total Leverage Ratio, as applicable, for borrowings and reborrowings thereunder (and including issuance and creation of letters of credit and bankers’ acceptances thereunder) will, at the Issuer’s option as elected on the date the Parent Guarantor or a Restricted Subsidiary, as the case may be, enters into or increases such commitments, either (a) be determined on the date of such revolving credit facility or such increase in commitments (assuming that the full amount thereof has been borrowed as of such date), and, if such Consolidated Fixed Charges Coverage Ratio or Total Leverage Ratio, as applicable, test is satisfied with respect thereto at such time, any borrowing or reborrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be permitted under this covenant irrespective of the Consolidated Fixed Charges Coverage Ratio or the Total Leverage Ratio, as applicable, at the time of any borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) or (b) be determined on the date such amount is borrowed pursuant to any such facility or increased commitment; (G) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Debt, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Debt due to a change in GAAP will not be deemed to be an Incurrence of Debt for purposes of the covenant described under this “—Limitation on Debt.” If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt of such Subsidiary shall be deemed to be Incurred by such Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under the covenant described under this “—Limitation on Debt,” the Issuers shall be in default of this covenant). For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving credit debt;provided that if such Debt is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principalamount of such Debt being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing. Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Parent Guarantor or a Restricted Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. The 2026 Notes Indenture provides that the Parent Guarantor will not, and will not permit any Issuer or any Subsidiary Guarantor to, directly or indirectly, Incur any Debt that is subordinated or junior in right of payment to any Debt of the Parent Guarantor, such Issuer or such Subsidiary Guarantor, as the case may be, unless such Debt is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Debt is subordinated to other Debt of such Issuer or such Guarantor, as the case may be. The 2026 Notes Indenture does not treat (1) unsecured Debt as subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral or is secured by different collateral or because it is guaranteed by different obligors. Limitation on Restricted Payments The Parent Guarantor shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment unless at the time of, and after giving effect to, the proposed Restricted Payment, (a) no Default or Event of Default shall have occurred and be continuing (or would result therefrom); (b) the Parent Guarantor could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “—Limitation on Debt”; or (c) the aggregate amount of such Restricted Payment and all other Restricted Payments (including Restricted Payments made pursuant to clause (d) (without duplication) and clause (1) of the next succeeding paragraph, but excluding all other Restricted Payments made pursuant to other clauses of the next succeeding paragraph) declared or made after the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would not exceed an amount equal to the sum of (without duplication): (1) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the first day of the fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter of the Parent Guarantor ending prior to the date of such Restricted Payment (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit,minus 100% of such deficit);provided that such amount shall not be less than zero;plus (2) 100% of the aggregate Capital Stock Sale Proceeds received after the Issue Date;plus (3) the sum of: (A) the aggregate Net Cash Proceeds received by the Parent Guarantor or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Parent Guarantor, and (B) the aggregate amount by which Debt of the Parent Guarantor or any Restricted Subsidiary is reduced on the Parent Guarantor’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Parent Guarantor, excluding, in the case of clauses (A) or (B): (x) any Debt issued or sold to the Parent Guarantor or a Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any such Subsidiary for the benefit of their employees, and (y) the aggregate amount of any cash or other property distributed by the Parent Guarantor or any Restricted Subsidiary upon any such conversion or exchange;plus (4) 100% of the aggregate amount (including the Fair Market Value of property other than cash) received by the Parent Guarantor or any Restricted Subsidiary by means of: (A) the sale or other disposition (other than to the Parent Guarantor or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Parent Guarantor or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent Guarantor or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Parent Guarantor or its Restricted Subsidiaries, in each case after the Issue Date, less the cost associated with any such sale, disposition or other return; and (B) the sale or other disposition (other than to the Parent Guarantor or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a dividend or distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment), in each case, after the Issue Date, less the cost associated with any such sale or disposition;plus (5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Parent Guarantor or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent Guarantor or a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment constituted a Permitted Investment;plus (6) the greater of (x) $350.0 million and (y) 45.0% of Consolidated EBITDA for the Test Period. Notwithstanding the foregoing, the limitations in the preceding paragraph do not prohibit: (a) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations of the Parent Guarantor, any Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent contribution to the Capital Stock of the Parent Guarantor or the substantially concurrent sale of, Capital Stock of the Parent Guarantor (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any of its Subsidiaries for the benefit of their employees to the extent such sale to such employee stock ownership plan or trust is financed by loans from or Guaranteed by the Parent Guarantor or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination);provided,however, that the Capital Stock Sale Proceeds from such sale of Capital Stock will be excluded from clause (c)(2) of the preceding paragraph; (b) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of an Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Parent Guarantor or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of any Issuer of any Subsidiary Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Subordinated Obligations of any Issuer or a Subsidiary Guarantor, so long as such refinancing Subordinated Obligations are permitted to be Incurred pursuant to the covenant described under “—Limitation on Debt” and constitute Permitted Refinancing Debt; (c) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Parent Guarantor or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Parent Guarantor or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to the covenant described under “—Limitation on Debt” and constitutes Permitted Refinancing Debt; (d) the payment of any dividend or distribution on its Capital Stock or the consummation of any irrevocable redemption, repurchase or defeasance payment within 60 days after the date of declaration of such dividend, distribution or payment or the giving of irrevocable notice if, on the date of declaration or the giving of the irrevocable notice, such dividend, distribution, payment or redemption could have been made in compliance with the 2026 Notes Indenture; (e) the payment of any dividend or distribution on Disqualified Stock issued pursuant to and in compliance with clause (o) of the covenant described under “—Limitation on Debt”; (f)(i) the payment of cash in lieu of fractional shares of Capital Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) the honoring of any conversion request by a holder of convertible Debt and any cash payments in lieu of fractional shares in connection with any such conversion and any payments on convertible Debt in accordance with its terms; (g) repurchases of Capital Stock in the ordinary course of business of the Parent Guarantor or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants; (h) the repurchase, retirement or other acquisition or retirement for value, in good faith, of Capital Stock of the Parent Guarantor held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, otherimmediate familymembers, successors, executors, administrators, heirs, legatees ordistributees of any of the foregoing)of the Parent Guarantor or any of its Subsidiaries orholding companies pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Parent Guarantor or any Subsidiary or holding company;provided that such payments do not exceed the greater of (x) $37.5 million and (y) 5.0% of Consolidated EBITDA for the Test Periodin any calendar year;provided that any unused amounts for any calendar year may be carried forward to the next succeeding calendar year, so long as the aggregate amount of all Restricted Payments made pursuant to this clause (h) in any calendar year (after giving effect to such carry-forwards) shall not exceed the greater of (x) $75.0 million and (y) 10.0% of Consolidated EBITDA for the Test Period;provided,further, that cancellation of Debt owing to the Parent Guarantor or any of its Subsidiaries from members of management of the Parent Guarantor or any of its Restricted Subsidiaries or holding companies in connection with a repurchase of Capital Stock of the Parent Guarantor will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the 2026 Notes Indenture; (i) payments made or expected to be made in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Capital Stock in consideration of such payments, including deemed repurchases in connection with the exercise of stock options or warrants and the vesting of restricted stock and restricted stock units; (j) purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control or following an Asset Sale, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Issuers have previously made the offer to purchase 2026 Notes required under “—Repurchase at the Option of Holders Upon a Change of Control” or “—Limitation on Asset Sales,” as applicable, and have repurchased all 2026 Notes validly tendered and not withdrawn in connection with such offer to purchase 2026 Notes pursuant to the applicable provisions described under “—Repurchase at the Option of Holders Upon a Change of Control” or “—Limitation on Asset Sales”; (k) the Parent Guarantor or any of its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed an amount equal to the greater of (x) $300.0 million and (y) 40.0% of Consolidated EBITDA for the Test Period; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; (l) Restricted Payments not to exceed 6.0% per annum of the Market Capitalization of the Parent Guarantor; (m) additional Restricted Payments; provided that, at the time of such Restricted Payment, the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.25 to 1.00 and no Default or Event of Default shall have occurred and be continuing or would result therefrom; (n) the distribution, by dividend or otherwise, of Capital Stock of an Unrestricted Subsidiary or Debt owed to the Parent Guarantor or a Restricted Subsidiary by an Unrestricted Subsidiary (or a Restricted Subsidiary that owns an Unrestricted Subsidiary; provided that such Restricted Subsidiary has no independent operations or business and owns no assets other than Capital Stock of such Unrestricted Subsidiary); (o) Restricted Payment made in connection with Transactions; (p) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Transaction; (q) payments of the premium in respect of, and other performance by the Parent Guarantor of its obligations under, any Permitted Bond Hedge Transaction; (r) any Restricted Payments and/or payments or deliveries required by the terms of, and other performance by the Parent Guarantor of its obligations under, any Permitted Warrant Transaction (including making payments and/or deliveries due upon exercise and settlement or termination thereof); (s) distributions or payments by dividend or otherwise, among the Parent Guarantor and its Restricted Subsidiaries in connection with a Reorganization; and (t) any Restricted Payments and/or payments or deliveries in shares of common stock (or other securities or property following a merger event or other change of the common stock of the Parent Guarantor) (and cash in lieu of fractional shares) and/or cash required by the terms of, and other performance by the Parent Guarantor of its obligations under, any convertible Debt (including payments of interest and principal thereon, payments due upon required repurchase thereof and/or payments and deliveries due upon conversion thereof). For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (a) through (s) above, meets any of the criteria of any of the clauses of the definition of “Permitted Investments,” or is permitted pursuant to the first paragraph of this covenant, the Parent Guarantor, in its sole discretion, (x) will classify such Restricted Payment on the date of such Restricted Payment and may later reclassify such Restricted Payment in any manner that complies with this covenant (based on circumstances existing at the time of reclassification), (y) may divide and later redivide the amount of a Restricted Payment among more than one of such clauses or the first paragraph of this covenant and (z) will only be required to include such Restricted Payment or any portion thereof in one of such clauses or the first paragraph of this covenant. The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent Guarantor or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount, and the Fair Market Value of anynon-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Issuer acting in good faith. Limitation on Liens The Parent Guarantor shall not, and shall not permit any Issuer or any Subsidiary Guarantor to, directly or indirectly, Incur or permit to exist, any Lien (other than Permitted Liens), upon any of its properties or assets (including Capital Stock of a Restricted Subsidiary), whether owned on the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom unless either (i) it has made or will make effective provision whereby the 2026 Notes and the Note Guarantees will be secured by that Lien equally and ratably with (or prior to) all other Debt of any Issuer or any Guarantor secured by that Lien or (ii) in the case of Liens securing Subordinated Obligations of any Issuer or any Guarantor, the 2026 Notes and the Note Guarantees are secured by a Lien on such property, assets or proceeds that is senior to such Liens. Any Lien created for the benefit of the holders of the 2026 Notes pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (i) and (ii) above. With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt due to any accrual ofinterest, the accretion of accreted value, the accretion of original issue discount or liquidation preference, the payment of interest in the form of additional Debt with the same terms and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt. Limitation on Asset Sales The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (a) such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value of the properties and assets subject to that Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale); and (b) at least 75% of the consideration paid to the Parent Guarantor or the Restricted Subsidiary in connection with the Asset Sale is in the form of cash or Cash Equivalents. For the purposes of this covenant, the following shall be considered to be cash: (1) the assumption by the purchaser of Debt or other liabilities of the Parent Guarantor or any Restricted Subsidiary (other than Debt or other liabilities that are by their terms subordinated in right of payment to the 2026 Notes or the Note Guarantees) and from which the Parent Guarantor and the Restricted Subsidiaries have been unconditionally released; (2) securities or other assets received by any Issuer or any Restricted Subsidiary from the transferee that are converted by such Issuer or such Restricted Subsidiary into cash within 180 days after the closing of such Asset Sale shall be considered to be cash to the extent of the cash received in that conversion; (3) the assumption by the purchaser of Debt of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Guarantor and each other Restricted Subsidiary are unconditionally released from any Guarantee of payment of such Debt in connection with such Asset Sale; (4) Productive Assets received by the Parent Guarantor or any Restricted Subsidiary in connection with such Asset Sale; and (5) any DesignatedNon-Cash Consideration received by any Issuer or any Restricted Subsidiary in connection with the Asset Sale having an aggregate Fair Market Value, taken together with all other DesignatedNon-Cash Consideration received in respect of Asset Sales that is at that time outstanding, not to exceed the greater of (i) $75.0 million and (ii) 10.0% of Consolidated EBITDA for the Test Period. The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Parent Guarantor or a Restricted Subsidiary, to the extent the Parent Guarantor or the Restricted Subsidiary elects (or is required by the terms of any Debt): (a) to repay secured Debt of the Parent Guarantor, an Issuer or a Subsidiary Guarantor (and if the secured Debt being repaid is revolving credit Debt, to correspondingly permanently reduce commitments with respect thereto), or any Debt of anon-Guarantor Restricted Subsidiary (excluding, in any such case, any Debt owed to the Parent Guarantor or any Restricted Subsidiary); (b) to repay other Debt (and if the Debt being repaid is revolving credit Debt, to correspondingly permanently reduce commitments with respect thereto) of the Parent Guarantor or a Restricted Subsidiary (excluding (i) Subordinated Obligations and (ii) Debt owed to the Parent Guarantor or any Restricted Subsidiary) so long as the Issuers shall equally and ratably reduce obligations under the 2026 Notes (i) on a pro rata basis as provided under “—Optional Redemption,”(ii) through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (iii) by making an offer (in accordance with the procedures set forth below for a Prepayment Offer) to all holders to purchase their 2026 Notes at or above 100% of the principal amount thereof,plus accrued and unpaid interest, if any, to, but not including the date of repurchase; (c) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Parent Guarantor or another Restricted Subsidiary); or (d) any combination of the foregoing; provided,however, that pending the final application of any such Net Available Cash in accordance with clauses (a), (b), (c) or (d) above, the Parent Guarantor and its Restricted Subsidiaries may temporarily reduce Debt or otherwise invest such Net Available Cash in any manner not prohibited by the 2026 Notes Indenture. Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the receipt of that Net Available Cash constitute “Excess Proceeds”;provided,however, that a binding commitment to reinvest in Additional Assets pursuant to clause (c) of the preceding paragraph shall be treated as a permitted application of the Net Available Cash from the date of such commitment;providedthat (i) such reinvestment is consummated within 180 days of the end of the365-day period referred to in this sentence, and (ii) if such reinvestment is not consummated within the period set forth in subclause (i) or such binding commitment is terminated, the Net Available Cash not so applied will be deemed to be Excess Proceeds. When the aggregate amount of Excess Proceeds not previously subject to a Prepayment Offer (as defined below) exceeds $50.0 million, the Issuers will be required to make an offer to purchase the 2026 Notes (the “Prepayment Offer”), which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price of at least 100% of the principal amount thereof,plusaccruedand unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the 2026 Notes Indenture;providedthat if the 2026 Notes are in global form, interests in such global 2026 Notes will be selected for redemption in accordance with the applicable procedures of DTC, although no 2026 Note of $2,000 in principal amount or less will be purchased in part. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence andprovidedthat all holders of 2026 Notes have been given the opportunity to tender their 2026 Notes for purchase in accordance with the 2026 Notes Indenture, the Parent Guarantor or such Restricted Subsidiary may use the remaining amount for any purpose permitted by the 2026 Notes Indenture and the amount of Excess Proceeds will be reset to zero. The term “Allocable Excess Proceeds” means the product of: (a) the Excess Proceeds, and (b) a fraction, (1) the numerator of which is the aggregate principal amount of the 2026 Notes outstanding on the date of the Prepayment Offer, and (2) the denominator of which is the sum of the aggregate principal amount of the 2026 Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the Issuers and the Guarantors outstanding on the date of the Prepayment Offer that ispari passu in right of payment with the 2026 Notes and the Note Guarantees and subject to terms and conditions in respect of Asset Sales similar in all material respects to the covenant described hereunder and requiring any Issuer or any Guarantor to make an offer to purchase that Debt at substantially the same time as the Prepayment Offer. Not later than ten Business Days after the Issuers are obligated to make a Prepayment Offer as described in the preceding paragraph, the Issuers shall send, or cause to be sent, a written notice, by first-class mail (or electronic transmission in the case of 2026 Notes held in book-entry form), to the holders of 2026 Notes with respect to that Prepayment Offer. The notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date the notice is delivered. The provisions of the 2026 Notes Indenture relative to the Issuers’ obligation to make a Prepayment Offer may be waived or modified with the written consent of the holders of a majority in principal amount of the outstanding 2026 Notes. The Credit Agreement prohibits or limits, and future credit agreements or other agreements to which the Parent Guarantor or its Restricted Subsidiaries become a party may prohibit or limit, the Issuers from purchasing any 2026 Notes pursuant to this covenant. In the event the Issuers are prohibited from purchasing the 2026 Notes, the Issuers could seek the consent of their lenders to the purchase of the 2026 Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, they will remain prohibited from purchasing the 2026 Notes. In such case, the Issuers’ failure to purchase tendered 2026 Notes would constitute an Event of Default under the 2026 Notes Indenture. The Issuers will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of 2026 Notes pursuant to the covenant described hereunder. To the extent that the provisions of any securities laws or regulations conflict with provisions of the covenant described hereunder, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the covenant described hereunder by virtue thereof. Limitation on Restrictions on Distributions from Restricted Subsidiaries The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to: (x) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (y) make any loans or advances to the Parent Guarantor or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to any Issuer or any Restricted Subsidiary to other Debt Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (z) sell, lease or transfer any of its properties or assets to the Parent Guarantor or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (x) or (y) above). The foregoing limitations do not apply to restrictions: (a) in effect on the Issue Date, including pursuant to the Credit Agreement, (b) relating to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent Guarantor; (c) that result from any amendment, restatement, modification, renewal, supplement, extension or replacement of an agreement referred to in clauses (a) or (b) above, in clauses (f), (g) or (j) below or this clause (c) (including, in each case, in connection with the Refinancing of Debt Incurred thereunder); provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Parent Guarantor), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (a), (b), (f), (g) or (j) or this clause (c), as applicable; (d) resulting from the Incurrence of any Permitted Debt described in the second paragraph of the covenant described under “—Limitation on Debt”;provided that if the obligor of such Debt is an Issuer or a Subsidiary Guarantor, the restriction is no less favorable to the holders of 2026 Notes in any material respect (as determined in good faith by the Parent Guarantor) than the restrictions of the same type contained in the 2026 Notes Indenture; (e) existing by reason of applicable law, rule, regulation or order; (f) with respect to clause (z) above only, relating to Debt that is permitted to be Incurred and secured without also securing the 2026 Notes pursuant to the covenants described under “—Limitation on Debt” and “—Limitation on Liens” that limit the right of the debtor to dispose of the properties or assets securing that Debt; (g) encumbering properties or assets at the time the properties and assets were acquired by the Parent Guarantor or any Restricted Subsidiary, so long as the restriction relates solely to the properties and assets so acquired and was not created in connection with or in anticipation of the acquisition; (h) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (i) which are customary restrictions contained in asset sale agreements limiting the transfer of property or assets pending the closing of the sale; (j) existing by reason of the 2026 Notes Indenture, the 2026 Notes and the related 2026 Note Guarantees; (k) any Debt or contractual requirements Incurred with respect to a Qualified Securitization Transaction relating exclusively to a Securitization Subsidiary that, as determined in good faith by the Parent Guarantor or the relevant Restricted Subsidiary, as applicable, are necessary to effect such Qualified Securitization Transaction; and (l) which are customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Parent Guarantor’s Board of Directors and otherwise permitted under the 2026 Notes Indenture, which limitation is applicable only to the assets that are the subject of such agreements. Limitation on Transactions with Affiliates The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any property or asset or the rendering of any service) with, or for the benefit of, any Affiliate of the Parent Guarantor (an “Affiliate Transaction”) involving aggregate consideration in excess of the greater of (i) $50.0 million and (ii) 7.5% of Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of such disposition for which financial statements are required to be filed pursuant to the covenant described under “—Certain Covenants—Reports”), unless: (a) the terms of such Affiliate Transaction are materially no less favorable to the Parent Guarantor or that Restricted Subsidiary, as the case may be, taken as a whole, than those that could be obtained in a comparablearm’s-length transaction with a Person that is not an Affiliate of the Parent Guarantor, and (b) if the Affiliate Transaction involves aggregate consideration in excess of the greater of (i) $100.0 million and (ii) 15.0% of Consolidated EBITDA for the Test Period, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves the Affiliate Transaction and, in its good faith judgment, determines that the Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a resolution of the Board of Directors promptly delivered to the 2026 Notes Trustee. Notwithstanding the foregoing limitation, the Parent Guarantor or any Restricted Subsidiary may enter into or suffer to exist the following: (a) any transaction or series of transactions between the Parent Guarantor and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries; (b) any Restricted Payment permitted to be made pursuant to the covenant described under “—Limitation on Restricted Payments” or any Permitted Investment; (c) employment and severance arrangements between the Parent Guarantor or any of its Subsidiaries and their respective officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Parent Guarantor or any parent company of the Parent Guarantor or any Restricted Subsidiary; (e) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Parent Guarantor and its Restricted Subsidiaries or any direct or indirect parent of the Parent Guarantor in the ordinary course of business to the extent attributable to the ownership or operation of the Parent Guarantor and its Restricted Subsidiaries; (f) any issuance, repurchase, redemption, retirement or other acquisition or retirement of shares of Capital Stock (other than Disqualified Stock) of the Parent Guarantor; (g) any agreement as in effect on the Issue Date or any amendment, modification, supplement, extension or renewal thereto (so long as such amendment, modification, supplement, extension or renewal is not materially adverse to the interests of the holders of the 2026 Notes) or any transaction contemplated thereby; (h) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the Parent Guarantor or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time;provided that such agreement was not entered into contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the holders, as determined in good faith by the Parent Guarantor, than the applicable agreement as in effect on the date of such acquisition, merger or consolidation; (i) transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, which are fair to the Parent Guarantor and/or the applicable Restricted Subsidiary in the good faith determination of the Board of Directors of the Parent Guarantor or the senior management of the Parent Guarantor, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (j) transactions in which the Parent Guarantor or any Restricted Subsidiary delivers to the 2026 Notes Trustee a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Parent Guarantor or such Restricted Subsidiary in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate; (k) the Transactions and the payment of fees and expenses related thereto.to the Transactions; (l) transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the covenant described under “—Designation of Restricted and Unrestricted Subsidiaries”;provided that such transactions were not entered into in contemplation of such redesignation; (m) the payment of reasonable "out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement; (n)(i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered into by the Parent Guarantor or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management, managers, employees, consultants or independent contractors or those of any parent company of the Parent Guarantor, (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract or arrangement; (o) any transaction pursuant to the Separation and Distribution Agreement and the Intercompany Agreements; (p) timeshare and fractional sales commissioned services provided through operations in Mexico, Latin America or the Caribbean; (q) owner services activities provided through Promociones Marriott, S.A. de C.V.; and (r)(i) any transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Transaction, any disposition or repurchase of Securitization Assets or related assets in connection with any Qualified Securitization Transaction and (ii) any sale or other transfer of Time Share Receivables and other related assets or other transactions customarily effected as part of a Qualified Securitization Transaction (including servicing agreements and other similar arrangements customary in Qualified Securitization Transactions). Designation of Restricted and Unrestricted Subsidiaries The Issuer may designate any Restricted Subsidiary (other than an Issuer) or other Subsidiary (including any newly acquired or newly formed Subsidiary) of the Parent Guarantor to be an Unrestricted Subsidiary if: (a) the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any property or asset of, any Issuer or any other Restricted Subsidiary; (b) such designation would not cause a Default; (c) all of the Debt of such Subsidiary and its Subsidiaries shall, at the date of designation and at all time thereafter, consist ofNon-Recourse Debt; and (d) either (1) the Subsidiary to be so designated has total assets of $10,000 or less or (2) if the Subsidiary has consolidated assets greater than $10,000, then the designation would be permitted under the covenant described under “—Certain Covenants—Limitation on Restricted Payments.” The Issuer may redesignate any Unrestricted Subsidiary of the Parent Guarantor to be a Restricted Subsidiary if, immediately after giving pro forma effect to the designation, (x) (i) the Parent Guarantor would be able to Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “—Limitation on Debt” or (ii) the Consolidated Fixed Charges Coverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would be greater than or equal to such ratio immediately prior to such redesignation; (y) all Liens of such Unrestricted Subsidiary outstanding immediately following such redesignation would, if Incurred at such time, have been permitted to be Incurred for all purposes of the 2026 Notes Indenture; and (z) no Default or Event of Default shall have occurred and be continuing or would result therefrom. Any designation of a Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary or redesignation as an Restricted Subsidiary will be evidenced to the 2026 Notes Trustee by filing with the 2026 Notes Trustee an Officers’ Certificate certifying that such designation or redesignation complies with the foregoing provisions and gives the effective date of the designation or redesignation. Additional Note Guarantees The Parent Guarantor will not permit any of its Restricted Subsidiaries (other than any Securitization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary (and any Domestic Subsidiary that is anon-Wholly Owned Subsidiary if suchnon-Wholly Owned Subsidiary guarantees other capital markets debt securities of an Issuer or a Guarantor), other than the Issuers or the Subsidiary Guarantors, to guarantee the payment of any Debt of any Issuer or any other Guarantor incurred under any Credit Facility or other capital markets debt securities unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the 2026 Notes Indenture providing for a Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt of any Issuer or any Guarantor, if such Debt is by its express terms subordinated in right of payment to the 2026 Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the 2026 Notes; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; providedthat this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Each Guarantee shall be released in accordance with the provisions of the 2026 Notes Indenture described under “Note Guarantees.” Merger, Consolidation and Sale of Property Parent Guarantor The Parent Guarantor shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its properties and assets in any one transaction or series of transactions unless: (a) the surviving Person (the “Surviving Parent”) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; (b) the Surviving Parent (if other than Parent Guarantor) expressly assumes, by supplemental indenture executed and delivered to the 2026 Notes Trustee by that Surviving Parent, all of the obligations of the Parent Guarantor under its Note Guarantee and the due and punctual performance and observance of all the covenants and conditions of the 2026 Notes Indenture to be performed by Parent Guarantor; (c) immediately after giving effect to that transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; (d) immediately after giving effect to that transaction or series of transactions on a pro forma basis, the Surviving Parent (i) would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “—Limitation on Debt” or (ii) the Consolidated Fixed Charges Coverage Ratio of the Surviving Parent would be greater than or equal to such ratio immediately prior to such transaction,provided,however, that this clause (d) shall not be applicable to the Parent Guarantor (or any Surviving Parent) merging, consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Parent Guarantor (or any Surviving Parent) in another State of the United States or the District of Columbia so long as the amount of Debt of the Parent Guarantor and the Restricted Subsidiaries is not increased thereby; and (e) the Surviving Parent shall deliver, or cause to be delivered, to the 2026 Notes Trustee, in form and substance reasonably satisfactory to the 2026 Notes Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied. The Surviving Parent shall succeed to, and be substituted for, and may exercise every right and power of the Parent Guarantor under the 2026 Notes Indenture, but the predecessor Parent Guarantor in the case of (i) a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of all or substantially all the assets of the Parent Guarantor), or (ii) a lease, shall not be released from any obligation under its Note Guarantee. Issuers Neither of the Issuers shall merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its properties and assets in any one transaction or series of transactions unless: (a) one of the Issuers shall be the surviving Person (the “Surviving Issuer”) or the Surviving Issuer (if other than the Issuers) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and if such entity is not a corporation, aco-obligor of the 2026 Notes is a corporation organized and existing under such laws; (b) the Surviving Issuer (if other than the Issuers) expressly assumes, by supplemental indenture executed and delivered to the 2026 Notes Trustee by that Surviving Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, the 2026 Notes, and the due and punctual performance and observance of all the covenants and conditions of the 2026 Notes Indenture to be performed by the applicable Issuer; (c) immediately after giving effect to that transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and (d) the Surviving Issuer shall deliver, or cause to be delivered, to the 2026 Notes Trustee, in form and substance reasonably satisfactory to the 2026 Notes Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied. The Surviving Issuer shall succeed to, and be substituted for, and may exercise every right and power of the applicable Issuer under the 2026 Notes Indenture, but the predecessor Issuer in the case of (i) a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of all or substantially all the assets of such Issuer), or (ii) a lease, shall not be released from any obligation to pay the principal of, premium, if any, and interest on, the 2026 Notes. Subsidiary Guarantors No Subsidiary Guarantor may merge, consolidate or amalgamate with or into any other Person, or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its properties and assets in any one transaction or series of transactions unless: (a) (i) either (x) such Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of such Subsidiary Guarantor under its Note Guarantee and the due and punctual performance and observance of all the covenants and conditions of the 2026 Notes Indenture to be performed by such Subsidiary Guarantor; (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; and (iii) the surviving Person shall deliver, or cause to be delivered, to the 2026 Notes Trustee, in form and substance reasonably satisfactory to the 2026 Notes Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied; or (b) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the properties and assets of the Subsidiary Guarantor (in each case other than to the Parent Guarantor or a Restricted Subsidiary) in compliance with the covenant described under “—Limitation on Asset Sales” and otherwise permitted by the 2026 Notes Indenture. Notwithstanding the foregoing, any Subsidiary Guarantor may merge, consolidate or amalgamate with or into or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its properties and assets to any Issuer, the Parent Guarantor or another Subsidiary Guarantor or merge with a Restricted Subsidiary of the Parent Guarantor, so long as the resulting entity remains or becomes a Subsidiary Guarantor. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the property or assets of a Person. Reports Whether or not required by the rules and regulations of the SEC, so long as any 2026 Notes are outstanding, the Issuers will furnish to the holders of 2026 Notes or cause the 2026 Notes Trustee to furnish to the holders of 2026 Notes, within the time periods specified in the SEC’s rules and regulations that are then applicable to the Parent Guarantor (or, if the Parent Guarantor is then not subject to the reporting requirements of the Exchange Act, within the time periods specified in the SEC’s rules and regulations fornon-accelerated filers): (1) all quarterly and annual reports that would be required to be filed by the Parent Guarantor with the SEC on Forms10-Q and10-K if the Parent Guarantor were required to file such reports; and (2) all current reports required to be filed by the Parent Guarantor with the SEC on Form8-K if the Parent Guarantor were required to file such reports; providedthat the electronic filing of the foregoing reports by the Parent Guarantor on the SEC’s EDGAR system (or any successor system) shall be deemed to satisfy the Issuers’ delivery obligations to the 2026 Notes Trustee and any holder of 2026 Notes, it being understood that the 2026 Notes Trustee shall have no responsibility to determine whether any reports have been filed on the SEC’s EDGAR system (or any successor system). All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form10-K will include a report on the Parent Guarantor’s consolidated financial statements by the Parent Guarantor’s certified independent accountants. In addition, unless the SEC will not accept such a filing, the Parent Guarantor will file a copy of each of the reports referred to in clauses (1) and (2) above on the SEC’s EDGAR system (or any successor system) within the time periods specified above, and the Issuers or the Parent Guarantor will post the reports on its website within those time periods. If, at any time, the Parent Guarantor is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent Guarantor will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above, unless the SEC will not accept such a filing. Neither the Issuers nor the Parent Guarantor will take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent Guarantor’s filings for any reason, the Issuers or the Parent Guarantor will post the reports referred to in the preceding paragraphs on a website within the time periods specified above (which may be nonpublic and may be maintained by the Issuers, the Parent Guarantor or a third party) to which access will be given to holders of 2026 Notes, prospective purchasers of the 2026 Notes (which prospective purchasers will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act) ornon-U.S. persons (as defined in Regulation S under the Securities Act), securities analysts and market making institutions that certify their status as such to the reasonable satisfaction of the Issuers or the Parent Guarantor. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraphs will include a presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. In addition, each Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the holders of 2026 Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. To the extent any information is not provided within the time periods specified in this section “—Reports” and such information is subsequently provided, the Issuers will be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. The Issuers will be deemed to have furnished such reports to the 2026 Notes Trustee and the holders of the 2026 Notes if any direct or indirect parent of the Parent Guarantor has filed such reports (including, in the case of any annual report on Form10-K, reports by the certified independent accountants of such direct or indirect parent on such direct or indirect parent’s consolidated financial statements) with the SEC using the EDGAR filing system (or any successor thereto) within the time periods specified above;provided that (i) such direct or indirect parent has become a Guarantor and (ii) such reports provide selected financial information that show any material differences between the financial condition and results of operations of the Parent Guarantor and its consolidated subsidiaries, on the one hand, and such direct or indirect parent and its consolidated subsidiaries, on the other hand. The 2026 Notes Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under the 2026 Notes Indenture. Financial Calculations for Limited Condition Transactions In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of the 2026 Notes Indenture that requires the calculation of any other financial ratio or (ii) testing availability under baskets set forth in the 2026 Notes Indenture (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA), in each case, at the option of the Issuers (the Issuers’ election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”) (x) the definitive agreement for such Limited Condition Transactionis entered into (or, in respect of any transaction described in clauses (ii) and (iii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) is issued in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Parent Guarantor and the Restricted Subsidiaries could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Issuers have made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken;provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Issuers have made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the Incurrence of Debt or Liens, or the making of Restricted Payments or Permitted Investments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of a Person, the prepayment, redemption, purchase, defeasance or other satisfaction of Debt, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Transaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any Incurrence of Debt and any associated Lien and the use of proceeds thereof;provided that Consolidated Interest Expense for purposes of the Consolidated Fixed Charges Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Debt or, if no such indicative interest margin exists, as reasonably determined by the Issuers in good faith). In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of the 2026 Notes Indenture which requires that no Default or Event of Default has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuers, be deemed satisfied, so long as no Default or Event of Default exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Issuers have exercised their option to make an LCT Election and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under the 2026 Notes Indenture. Events of Default Each of the following is an “Event of Default”: (1) failure to make the payment of any interest on the 2026 Notes when the same becomes due and payable, and that failure continues for a period of 30 days; (2) failure to make the payment of any principal of, or premium, if any, on, any of the 2026 Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (3) failure to comply with the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property”; (4) failure to comply with any other covenant or agreement in the 2026 Notes or in the 2026 Notes Indenture (other than a failure that is the subject of the foregoing clauses (1), (2) or (3)) and such failure continues for 60 days after written notice is given to the Issuers as provided below; (5) (i) a default under any Debt by the Parent Guarantor or any Restricted Subsidiary (other than Debt owed to the Parent Guarantor or a Restricted Subsidiary or Debt in respect of any Qualified Securitization Transaction) that results in the acceleration of the maturity of that Debt, or (ii) failure to pay principal, premium, if any, or interest on any Debt prior to the expiration of the grace period provided in such Debt and, in each case, the principal amount of such Debt, together with the principal amount of any other such Debt the maturity of which has been accelerated or under which there has been a payment default, is in an aggregate amount in excess of $75.0 million (or its Dollar Equivalent at the time);provided that this clause (5)(i) shall not apply to secured Debt that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Debt, if such sale or transfer is permitted under the 2026 Notes Indenture and under the documents governing such Debt; andprovided,further, that this clause (5)(i) shall not apply to any convertible Debt to the extent such default occurs as a result of (x) the satisfaction of a conversion contingency, (y) the exercise by a holder of such convertible Debt of a conversion right resulting from the satisfaction of a conversion contingency or (z) a required repurchase under such convertible Debt (the “cross acceleration provisions”); (6) any judgment or judgments for the payment of money in an aggregate amount in excess of $75.0 million (or its Dollar Equivalent at the time) (net of amounts covered by insurance or bonded) that shall be rendered against the Parent Guarantor or any Restricted Subsidiary and that shall not be waived, satisfied, annulled, discharged or rescinded for any period of 60 days or more after such judgment becomes final (the “judgment default provisions”); (7) certain events of bankruptcy, insolvency or reorganization of the Parent Guarantor, any Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (the “bankruptcy provisions”); and (8) the Note Guarantee of the Parent Guarantor or any Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of the 2026 Notes Indenture), or the Parent Guarantor or any Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary denies or disaffirms its obligations under the 2026 Notes Indenture or its Note Guarantee (the “2026 Note guarantee provisions”). A Default under clause (4) is not an Event of Default until the 2026 Notes Trustee or the holders of not less than 25% in aggregate principal amount of the 2026 Notes then outstanding notify the Issuers of the Default and the Issuers do not cure that Default within the time specified in clause (4) after receipt of such notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” The Issuers shall deliver to the 2026 Notes Trustee, within 10 Business Days of the date on which an Issuer has become aware of the occurrence or received notice thereof, written notice in the form of an Officers’ Certificate of any Default, its status and what action the Issuers are taking or proposes to take with respect thereto. In addition, the Issuer is required to deliver to the 2026 Notes Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. If an Event of Default with respect to the 2026 Notes (other than an Event of Default described in clause (7) above) shall have occurred and be continuing, the 2026 Notes Trustee or the holders of not less than 25% in aggregate principal amount of the 2026 Notes then outstanding may declare the principal, premium, if any, and accrued and unpaid interest on all the 2026 Notes to be immediately due and payable. In case an Event of Default described in clause (7) above shall occur, the principal, premium, if any, and accrued and unpaid interest on all the 2026 Notes shall be due and payable immediately without any declaration or other act on the part of the 2026 Notes Trustee or the holders of the 2026 Notes. The holders of a majority in principal amount of the outstanding 2026 Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the 2026 Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal, premium, if any, and interest on the 2026 Notes that have become due solely by such declaration of acceleration, have been cured or waived. In the event of a declaration of acceleration of the 2026 Notes because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the 2026 Notes shall be automatically annulled if the default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Parent Guarantor or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the 2026 Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the 2026 Notes that became due solely because of the acceleration of the 2026 Notes, have been cured or waived. Subject to the provisions of the 2026 Notes Indenture relating to the duties of the 2026 Notes Trustee, in case an Event of Default shall occur and be continuing, the 2026 Notes Trustee will be under no obligation to exercise any of its rights or powers under the 2026 Notes Indenture at the request or direction of any of the holders of the 2026 Notes, unless the holders shall have offered to the 2026 Notes Trustee reasonable security and/or indemnity satisfactory to it. Subject to the provisions for the indemnification of the 2026 Notes Trustee, the holders of a majority in aggregate principal amount of the 2026 Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the 2026 Notes Trustee or exercising any trust or power conferred on the 2026 Notes Trustee with respect to the 2026 Notes. No holder of 2026 Notes will have any right to institute any proceeding with respect to the 2026 Notes Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless: (a) that holder has previously given to the 2026 Notes Trustee written notice of a continuing Event of Default, (b) the holders of at least 25% in aggregate principal amount of the 2026 Notes then outstanding have made written request and offered indemnity reasonably satisfactory to the 2026 Notes Trustee to institute the proceeding as trustee, and (c) the 2026 Notes Trustee shall not have received from the registered holders of a majority in aggregate principal amount of the 2026 Notes then outstanding a direction inconsistent with that request and shall have failed to institute the proceeding within 60 days. However, these limitations do not apply to a suit instituted by a holder of any 2026 Note for enforcement of payment of the principal of, and premium, if any, or interest on, that 2026 Note on or after the respective due dates expressed in that 2026 Note. The 2026 Notes Trustee shall not be deemed to have notice of any Default or Event of Default unless a responsible officer of the 2026 Notes Trustee having direct responsibility for the administration of the 2026 Notes Indenture has received written notice of any such event and such notice references the 2026 Notes and the 2026 Notes Indenture. Amendments and Waivers Except as provided in the next two succeeding paragraphs, the 2026 Notes Indenture may be amended or supplemented with the consent of the holders of a majority in aggregate principal amount of the 2026 Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the 2026 Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in aggregate principal amount of the 2026 Notes then outstanding (including waivers obtained in connection with a tender offer or exchange offer for the 2026 Notes), except a Default in the payment of principal, premium, if any, or interest and particular covenants and provisions of the 2026 Notes Indenture which cannot be amended without the consent of each holder of an outstanding 2026 Note. However, without the consent of each holder of an outstanding 2026 Note adversely affected thereby, no amendment, supplement or waiver may (with respect to any 2026 Notes held by anon-consenting holder): (1) reduce the principal amount of 2026 Notes whose holders must consent to an amendment, supplement or waiver; (2) reduce the stated rate of or extend the stated time for payment of interest on any such 2026 Note; (3) reduce the principal of or extend the Stated Maturity of any 2026 Note; (4) make any 2026 Note payable in money other than U.S. Dollars; (5) impair the right of any holder to institute suit for the enforcement of any payment of principal of and interest on such holder’s 2026 Notes on or after the due dates therefor; (6) subordinate the 2026 Notes or the Note Guarantees to any other obligation of any Issuer or any Guarantor, as applicable; (7) reduce the premium payable upon the redemption of any 2026 Note or change the time at which any 2026 Note may be redeemed, as described under “—Optional Redemption” or (at any time after a Change of Control has occurred) under the fifth paragraph under “—Repurchase at the Option of Holders Upon a Change of Control”; (8) (a) other than as provided in the ninth paragraph under “—Repurchase at the Option of Holders Upon a Change of Control,” reduce the premium payable upon a Change of Control or (b) at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the 2026 Notes must be repurchased pursuant to that Change of Control Offer; (9) at any time after the Issuers are obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which the Prepayment Offer must be made or at which the 2026 Notes must be repurchased pursuant thereto; (10) make any change in the amendment, supplement or waiver provisions that require each holder’s consent; or (11) release any Guarantor from any of its obligations under its Note Guarantee or the 2026 Notes Indenture, except in accordance with the terms of the 2026 Notes Indenture. Without the consent of any holder of the 2026 Notes, the Issuers, the Guarantors and the 2026 Notes Trustee may amend or supplement the 2026 Notes Indenture, the 2026 Notes or the Note Guarantees to: (1) cure any ambiguity, omission, defect, mistake, error or inconsistency; (2) provide for the assumption by a successor of the obligations of any Issuer or any Guarantor under the 2026 Notes Indenture; (3) provide for uncertificated 2026 Notes in addition to or in place of certificated 2026 Notes;provided that the uncertificated 2026 Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated 2026 Notes are described in Section 163(f)(2)(B) of the Code; (4) to comply with the rules of any applicable depositary; (5) add Guarantors with respect to the 2026 Notes or release Guarantors from their Note Guarantees in accordance with the applicable terms of the 2026 Notes Indenture; (6) secure the 2026 Notes and the Notes Guarantees (and, thereafter, provide for releases of collateral in accordance with the security documents entered into in connection therewith), add to the covenants of any Issuer and the Guarantors for the benefit of the holders of the 2026 Notes or surrender any right or power conferred upon the Issuers or the Guarantors; (7) make any change that does not adversely affect the rights of any holder of the 2026 Notes in any material respect; (8) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the 2026 Notes Indenture under the Trust Indenture Act; (9) make such provisions as necessary (as determined in good faith by the Issuer) to provide for the issuance of additional 2026 Notes in accordance with the 2026 Notes Indenture; (10) provide for the issuance of New 2026 Notes or other exchange securities that shall have terms substantially identical in all respects to the 2026 Notes (except that the transfer restrictions contained in the 2026 Notes shall be modified or eliminated, as appropriate) and which shall be treated, together with any outstanding 2026 Notes, as a single class of securities; (11) provide for the appointment of a successor trustee;provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the 2026 Notes Indenture; (12) to make any amendment to the provisions of the 2026 Notes Indenture relating to the transfer and legending of 2026 Notes as permitted by the 2026 Notes Indenture, including, without limitation, to facilitate the issuance and administration of 2026 Notes;provided,however, that (i) compliance with the 2026 Notes Indenture as so amended would not result in 2026 Notes being transferred in violation of the Securities Act or any other applicable securities laws and (ii) such amendment does not adversely affect the rights of holders to transfer 2026 Notes in any material respect; or (13) conform any provision of the 2026 Notes Indenture, the 2026 Notes or the Note Guarantees to this “Description of the 2026 Notes” to the extent that such provision in this “Description of the 2026 Notes” was intended to be a verbatim recitation of a provision of the 2026 Notes Indenture, the 2026 Notes or the Note Guarantees. The consent of the holders of the 2026 Notes is not necessary to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. A consent to any amendment, supplement or waiver under the 2026 Notes Indenture by any holder given in connection with a tender or exchange of such holder’s 2026 Notes will not be rendered invalid by such tender or exchange. After an amendment, supplement or waiver becomes effective, the Issuers are required to deliver to each holder of the 2026 Notes at the holder’s address appearing in the security register a notice briefly describing the amendment. However, the failure to give this notice to all holders of the 2026 Notes, or any defect therein, will not impair or affect the validity of the amendment. In connection with any modification, amendment or supplement, the Issuers will deliver to the 2026 Notes Trustee an Opinion of Counsel and an Officers’ Certificate upon which the 2026 Notes Trustee may conclusively rely, each stating that such modification, amendment or supplement complies with the applicable provisions of the 2026 Notes Indenture and such modification, amendment or supplement is the legal, valid and binding obligation of each of the Issuers, enforceable in accordance with its terms. Defeasance and Discharge The Issuers may discharge their obligations and the obligations of the Guarantors under the 2026 Notes, the Note Guarantees and the 2026 Notes Indenture, as applicable, by irrevocably depositing in trust with the 2026 Notes Trustee cash in U.S. Dollars, Government Obligations, or a combination thereof, sufficient, as confirmed, certified or attested by an Independent Financial Advisor, without consideration of any reinvestment of interest, to pay principal of and premium, if any, and interest on the 2026 Notes to maturity or redemption within one year, subject to meeting certain other conditions. The Issuers at any time may also terminate all of the Issuers’ and the Note Guarantors’ obligations under the 2026 Notes, the Note Guarantees and the 2026 Notes Indenture (“legal defeasance”), as applicable, except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the 2026 Notes, to replace mutilated, destroyed, lost or stolen 2026 Notes and to maintain a registrar and paying agent in respect of the 2026 Notes. If the Issuers exercise their legal defeasance option, the Note Guarantees in effect at such time will be automatically released. The Issuers at any time may terminate: (1) the obligations under the covenants described under “—Repurchase at the Option of Holders Upon a Change of Control” and “—Certain Covenants” above (other than the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property,” except to the extent provided in clause (3) below); (2) the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and the 2026 Note guarantee provisions with respect any Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, in each case described under “—Events of Default” above; and (3) the limitations contained in clause (d) under the first paragraph of “—Certain Covenants—Merger, Consolidation and Sale of Property” above (“covenant defeasance”). If the Issuers exercise their legal legal defeasance option, the Note Guarantees (other than the Note Guarantee of the Parent Guarantor) in effect at such time will be automatically released. The Issuers may exercise their legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuers exercise their legal defeasance option, payment of the 2026 Notes may not be accelerated because of an Event of Default with respect thereto. If the Issuers exercise their covenant defeasance option, payment of the 2026 Notes may not be accelerated because of an Event of Default specified in clauses (4) (only with respect to covenants that are released as a result of such covenant defeasance), (5), (6), (7) (with respect only to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) or (8) (other than with respect to the Note Guarantee of the Parent Guarantor) under “—Events of Default” above or because of the failure of the Parent Guarantor to comply with clause (d) under the first paragraph of “—Merger, Consolidation and Sale of Property” above. The legal defeasance option or the covenant defeasance option may be exercised only if: (a) the Issuers irrevocably deposit in trust with the 2026 Notes Trustee, for the benefit of the holders, cash in U.S. Dollars, Government Obligations or a combination thereof, sufficient, as confirmed, certified or attested by an Independent Financial Advisor, without consideration of any reinvestment of interest, for the payment of principal of and premium, if any, and interest on the 2026 Notes to maturity or redemption;provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the 2026 Notes Indenture to the extent that an amount is deposited with the 2026 Notes Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be irrevocably deposited with the 2026 Notes Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the 2026 Notes Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Debt and, in each case, the granting of Liens in connection therewith), and the deposit will not result in a breach or violation of, or constitute a default under, the Credit Agreement or any other material agreement or material instrument (other than the 2026 Notes Indenture) to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor is bound; (c) in the case of the legal defeasance option, the Issuer delivers to the 2026 Notes Trustee an Opinion of Counsel stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the Issue Date there has been a change in the applicable federal income tax law, to the effect, in either case, that, and based thereon the Opinion of Counsel shall confirm that, the holders of the 2026 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred; (d) in the case of the covenant defeasance option, the Issuer delivers to the 2026 Notes Trustee an Opinion of Counsel to the effect that the holders of the 2026 Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if that covenant defeasance had not occurred; (e) the Issuers deliver to the 2026 Notes Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the legal defeasance or covenant defeasance, as applicable, have been complied with as required by the 2026 Notes Indenture; and (f) the Issuers deliver irrevocable instructions to the 2026 Notes Trustee to apply the deposited money toward the payment of the 2026 Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (e) above). No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator, member, partner or stockholder of any Issuer or any Guarantor, as such, shall have any liability for any obligations of any Issuer or any Guarantor (other than an Issuer in respect of the 2026 Notes and each Guarantor in respect of its Note Guarantee) under the 2026 Notes, the Note Guarantees or the 2026 Notes Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder by accepting a 2026 Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the 2026 Notes. This waiver may not be effective to waive liabilities under the federal securities law. Governing Law The 2026 Notes Indenture, the 2026 Notes and the Note Guarantees are governed by, and construed in accordance with, the laws of the State of New York. The Trustee The Bank of New York Mellon Trust Company, N.A. is the trustee under the 2026 Notes Indenture and has been appointed by the Issuers as registrar and paying agent with regard to the 2026 Notes. Except during the continuance of an Event of Default, the 2026 Notes Trustee will perform only the duties as are specifically set forth in the 2026 Notes Indenture, and no implied covenants or obligations shall be read into the 2026 Notes Indenture against the 2026 Notes Trustee, where duties and obligations shall be determined solely by the express provisions of the 2026 Notes Indenture. During the existence of an Event of Default, the 2026 Notes Trustee will exercise the rights and powers vested in it under the 2026 Notes Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of that person’s own affairs. If the 2026 Notes Trustee becomes a creditor of any Issuer or any Guarantor, the 2026 Notes Indenture limits the right of the 2026 Notes Trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The 2026 Notes Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the Indenture has been qualified under the Trust Indenture Act) or resign. Definitions Set forth below is a summary of defined terms from the 2026 Notes Indenture that are used in this “Description of the 2026 Notes.” Reference is made to the 2026 Notes Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. “Acquired Debt” means Debt (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, or (3) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise combines with the Parent Guarantor or any Restricted Subsidiary, in each case whether or not Incurred by suchPerson in connection with such Person becoming a Restricted Subsidiary of the Parent Guarantor or such acquisition. Acquired Debt shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combination. “Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary (each as defined in the definition of Consolidated EBITDA) for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable. “Additional Assets” means: (a) any property or asset (other than cash, Cash Equivalents, securities and inventory), including any improvements thereto through capital expenditures or otherwise, to be used, or that is useful, in a Permitted Business; (b) Capital Stock of (i) a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent Guarantor or another Restricted Subsidiary or (ii) any Person that at such time is a Restricted Subsidiary;provided,however, that, in the case of this clause (b), the Restricted Subsidiary is primarily engaged in a Permitted Business; or (c) all or substantially all of the assets of a Permitted Business. “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with that specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management andpolicies of that Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “Applicable Premium” means, with respect to any 2026 Note on any redemption date, as determined by the Issuer, the greater of: (a) 1.0% of the principal amount of such 2026 Note; and (b) the excess, if any, of (i) the present value on such redemption date of (A) the redemption price of such 2026 Note on September 15, 2021 (such redemption price being that described under “—Optional Redemption” above,plus(B) all required remaining scheduled interest payments due on such 2026 Note through September 15, 2021 computed using a discount rate equal to the Treasury Rateplus 50 basis points over (ii) the principal amount of such 2026 Note. “Asset Sale” means any direct or indirect sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan) by the Parent Guarantor or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares), (b) all or substantially all the assets of any division or line of business of the Parent Guarantor or any Restricted Subsidiary, or (c) any other property or asset of the Parent Guarantor or any Restricted Subsidiary, other than, in the case of clauses (a), (b) or (c) above, (1) any disposition by a Restricted Subsidiary to the Parent Guarantor or by the Parent Guarantor or a Restricted Subsidiary to a Restricted Subsidiary; (2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments”; (3) any disposition effected in compliance with the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property—Parent Guarantor” or any disposition that constitutes a Change of Control under the 2026 Notes Indenture; (4) any disposition that does not (together with all related dispositions) involve assets having a Fair Market Value or consideration in excess of the greater of (i) $45.0 million and (ii) 5.0% of Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to the date of such disposition for which financial statements are required to be filed pursuant to the covenant described under “—Certain Covenants—Reports”; (5) any disposition of Cash Equivalents; (6) the creation or Incurrence of a Permitted Lien or any other Lien created or Incurred in compliance with the covenant described under “—Certain Covenants—Limitation on Liens,” and dispositions in connection therewith; (7) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under “—Certain Covenants—Limitation on Debt”; (8) a surrender or waiver of contractual rights and leases or a settlement, waiver, release or surrender of contractual or litigation claims in the ordinary course of business; (9) dispositions of obsolete, worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries; (10) dispositions of inventory (including Time Share Inventory) and immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial IP rights to lapse or be abandoned in the ordinary course of business); (11) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased); (12) leases (including any capitalized lease or operating lease), subleases, licenses or sublicenses, in each case in the ordinary course of business; (13) transfers of property subject to Casualty Events or via eminent domain; (14) dispositions of Investments in JV Entities ornon-Wholly Owned Restricted Subsidiaries to the extent required by, or made pursuant to, customary buy/sell arrangements between the parties to such JV Entity or shareholders of suchnon-Wholly Owned Restricted Subsidiaries set forth in the shareholder agreements, joint venture agreements, organizational documents or similar binding agreements relating to such JV Entity ornon-Wholly Owned Restricted Subsidiary; (15) dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof; (16) the unwinding of any Swap Contract pursuant to its terms; (17) Permitted Sale and Leaseback Transactions; (18) dispositions of assets (including Capital Stock) acquired in connection with Investments permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or Permitted Investments, which assets are obsolete or not used or useful to the core or principal business of the Parent Guarantor and the Restricted Subsidiaries or which dispositions are made to obtain the approval of any applicable antitrust authority in connection with such Investment or Permitted Investment; (19) any swap of assets in exchange for services or other assets of comparable or greater Fair Market Value useful to the business of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, as determined in good faith by the Parent Guarantor; (20) any disposition of Capital Stock in, or Debt or other securities of, an Unrestricted Subsidiary; (21) (i) Dispositions of Securitization Assets (including the disposition of disputed or written down Time Share Receivables in a manner determined to be prudent by the Parent Guarantor), or participations therein, in connection with any Qualified Securitization Transaction and (ii) the Disposition of Time Share Receivables by Foreign Subsidiaries for Fair Market Value; (22) any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Parent Guarantor or any Restricted Subsidiary, so long as the Parent Guarantor or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee; (23) dispositions made in connection with the Transactions; (24) dispositions of Deferred Compensation Plan Assets, the proceeds of which are used (i) to acquire other Deferred Compensation Plan Assets, (ii) to make payments to current and former employees andnon-employee directors of the Parent Guarantor and its Subsidiaries pursuant to any deferred compensation plan or (iii) as otherwise permitted by the Deferred Compensation Plan Trust in which such Deferred Compensation Plan Assets are held; (25) the disposition in the ordinary course of business of interests in any resort operating as part of the European business of the Parent Guarantor or its Restricted Subsidiaries to an independent trustee after all or substantially all of the Time Share Inventory attributable to such resort have been sold to third parties; and (26) the disposition in the ordinary course of business of interests in the entities which hold the interests in inventory used in the operation of the Marriott Vacation Club, Asia Pacific business to an independent trustee or administrative third parties subject to regulatory provisions of the laws of the jurisdictions governing such entities. “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination, (a) if the Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligation” and (b) in all other instances, the greater of: (1) the Fair Market Value of the property or asset subject to the Sale and Leaseback Transaction, and (2) the present value (discounted at the interest rate implicit in the transaction, as reasonably determined by the Parent Guarantor) of the total obligations of the lessee for rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction (including any period for which the lease has been extended). “Beneficial Owner” means a beneficial owner as defined in Rule13d-3 under the Exchange Act, except that: (a) a Person will be deemed to be the Beneficial Owner of all shares that the Person has the right to acquire, whether that right is exercisable immediately or only after the passage of time, and (b) for purposes of clause (a) of the definition of “Change of Control,” any “person” or “group” (as those terms are defined in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule13d-5(b)(1) under the Exchange Act, shall be deemed to be the Beneficial Owners of any Voting Stock of a corporation or other legal entity held by any other corporation or legal entity (the “parent corporation”), so long as that person or group Beneficially Owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of that parent corporation. The term “Beneficially Own” shall have a corresponding meaning. “Board of Directors” means: (1) with respect to a corporation, the board of directors of the corporation or a duly authorized committee of the board of directors; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to a limited liability company, the managing member or members or any controlling committee or board of managers of such company or the Board of Directors of the sole member or the managing member thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function. “Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which the corporate trust office of the 2026 Notes Trustee is located are authorized or required by law to close. “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP. “Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participation, rights, warrants, options or other interests in the nature of an equity interest in that Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into that equity interest. “Capital Stock Sale Proceeds” means the aggregate proceeds (including the Fair Market Value of property other than cash) received by the Parent Guarantor from the issuance or sale (other than to a Restricted Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any of its Subsidiaries for the benefit of their employees to the extent such sale to such employeestock ownership plan or trust is financed by loans from or Guaranteed by the Parent Guarantor or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) by the Parent Guarantor of its Capital Stock (other than Disqualified Stock) or contributions to the equity capital of the Parent Guarantor (other than contributions utilized to make Investments pursuant to clause (aa) of the definition of “Permitted Investment”) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance, sale or contribution and net of taxes paid or payable as a result thereof (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Capitalized Leases” means all leases that are required to be, in accordance with GAAP, recorded as capitalized or financing leases;provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP; provided that all obligations of the Parent Guarantor and its Restricted Subsidiaries that are or would be characterized as an operating lease as determined in accordance with GAAP as in effect on the Issue Date (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capitalized Lease) for purposes of the 2026 Notes Indenture regardless of any change in GAAP following the Issue Date (or any change in the implementation in GAAP for future periods that are contemplated as of the Issue Date) that would otherwise require such obligation to be recharacterized as a Capitalized Lease. “Cash Equivalents” means any of the following: (a) (i) U.S. Dollars, Canadian dollars, euro or any national currency of any member state of the European Union or (ii) any other foreign currency held by the Parent Guarantor or any of its Restricted Subsidiaries from time to time in the ordinary course of business; (b) securities issued or directly and fully guaranteed or insured by the United States or Canadian governments, a member state of the European Union or, in each case, any agency or instrumentality thereof (providedthat the full faith and credit of such country or member state is pledged in support thereof) having maturities of not more than 24 months from the date of acquisition; (c) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances with maturities of one year or less from the date of acquisition, with any domestic or foreign commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the Dollar Equivalent as of the date of determination) in the case ofnon-U.S. banks; (d) repurchase obligations for underlying securities of the types described in clauses (b), (c) and (g) of this definition entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper rated at least“P-2” by Moody’s or at least“A-2” by S&P, and in each case maturing within 24 months after the date of creation thereof and Debt or Preferred Stock issued by Persons with an Investment Grade Rating from S&P or Moody’s, with maturities of 24 months or less from the date of acquisition; (f) marketable short-term money market and similar securities having a rating of at least“P-2” or“A-2” from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and in each case maturing within 24 months after the date of creation or acquisition thereof; (g) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition; (h) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from Moody’s or S&P with maturities of 24 months or less from the date of acquisition; (i) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings category by S&P or Moody’s; (j) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of businessprovided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of businessprovided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least“A-1” or the equivalent thereof or from Moody’s is at least“P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank; (k) bills of exchange issued in the United States, Canada, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); (l) Cash Equivalents of the types described in clauses (a) through (k) above denominated in U.S. Dollars; and (m) investment funds investing at least 90% of their assets in Cash Equivalents of the types described in clauses (a) through (l) above. “Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, netting services, cash pooling arrangements, credit or debit card, purchasing card, electronic funds transfer, foreign exchange facilities and other cash management arrangements. “Cash Management Obligations” means the obligations owed by the Parent Guarantor or any of its Restricted Subsidiaries under any Cash Management Agreement. “Casualty Event” means any event that gives rise to the receipt by the Parent Guarantor or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property. “Change of Control” means the occurrence of any of the following events: (a) any Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule13d-5(b)(1) under the Exchange Act, becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Parent Guarantor (or any of its direct or indirect parent entities or their successors by merger, consolidation or purchase of all or substantially all of their assets); (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the properties and assets of the Parent Guarantor (or any of its direct or indirect parent entities or their successors by merger, consolidation or purchase of all or substantially all of their assets), the Issuers and the Restricted Subsidiaries, considered as a whole (other than a disposition of assets as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary), shall have occurred; (c) except where the Parent Guarantor has become the Surviving Issuer or the Issuer orCo-Issuer has become the Surviving Parent, in each case in compliance with the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property,” the Parent Guarantor ceases to own, directly or indirectly, 100% of the voting power of the Voting Stock of the Issuer or theCo-Issuer; or (d) the shareholders of Parent Guarantor shall have approved any plan of liquidation or dissolution of Parent Guarantor (except in a transaction that complies with the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property”). Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control solely as a result of the Parent Guarantor becoming a direct or indirect Wholly Owned Subsidiary of a holding company if (A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Parent Guarantor immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of such holding company. “Code” means the Internal Revenue Code of 1986, as amended. “Co-Issuer”means ILG, LLC. “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Debt at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person, its Restricted Subsidiaries and Consolidated Joint Ventures for such period on a consolidated basis and otherwise determined in accordance with GAAP. “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: (a) increased (without duplication) by the following: (i) provision for taxes based on income or profits or capital, including state franchise, excise and similar taxes, property taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to any tax examinations, deducted (and not added back) in computing Consolidated Net Income;plus (ii) (w) Consolidated Interest Expense of such Person for such period, (x) net losses or any obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (y) bank fees and (z) costs of surety bonds in connection with financing activities, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income;plus (iii) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income;plus (iv) any expenses or charges (other than depreciation or amortization expense) related to any equity offering, Investment, acquisition, disposition or recapitalization or the Incurrence of Debt (including a refinancing thereof) (in each case, whether or not successful), including (A) such fees, expenses or charges (including rating agency fees and related expenses) related to the offering or Incurrence of the loans under the Credit Agreement and any other credit facilities or the Incurrence of the 2026 Notes and any other debt securities and any Securitization Fees and (B) any amendment or other modification of the Credit Agreement, the 2026 Notes Indenture, any Securitization Facility and any other credit facilities or any other debt securities, in each case, deducted (and not added back) in computing Consolidated Net Income;plus (v) (i) the amount of any restructuring charge, accrual or reserve (and adjustments to existing reserves), integration cost or other business optimization expense or cost (including charges directly related to the implementation of cost-savings initiatives) that is deducted (and not added back) in such period in computing Consolidated Net Income, including anyone-time costs incurred in connection with acquisitions or divestitures after the Issue Date, including those related to any severance, retention, signing bonuses, relocation, recruiting and other employee-related costs, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employment benefit plans (including any settlement of pension liabilities), systems development and establishment costs, future lease commitments and costs related to the opening and closure and/or consolidation of facilities and to exiting lines of business and consulting fees incurred with any of the foregoing and (ii) fees, costs and expenses associated with acquisition-related litigation and settlements thereof;plus (vi) any othernon-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period, including any impairment charges or the impact of purchase accounting, (provided that if any suchnon-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Parent Guarantor may elect not to add back suchnon-cash charge in the current period and (B) to the extent the Parent Guarantor elects to add back suchnon-cash charge, the cash payment in respect thereof in such future period shall be deducted from Consolidated EBITDA to such extent) or other items classified by the Parent Guarantor as special itemsless othernon-cash items increasing Consolidated Net Income (excluding any suchnon-cash item to the extent it represents a receipt of cash in any future period);plus (vii) without duplication of any amounts added back pursuant to clause (xiii) below, the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in anynon-Wholly-Owned Subsidiary;plus (viii) the amount of (A) pro forma “run rate” cost savings, operating expense reductions and other synergies (in each case, net of amounts actually realized) related to the Transactions that are reasonably identifiable, factually supportable and projected by the Parent Guarantor in good faith to result from actions (x) that have been taken, (y) with respect towhich substantial steps have been taken or that are expected to be taken (in the good faith determination of the Parent Guarantor) within 24 months after the Issue Date or (B) pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions, and other synergies (in each case net of amounts actually realized) related to acquisitions, dispositions and other Specified Transactions, or related to restructuring initiatives, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportableand projected by the Parent Guarantor in good faith to result from actions that have either been taken, with respect to which substantial steps have been taken or are that are expected to be taken (in the good faith determination of the Parent Guarantor) within 24 months after the date of consummation of such acquisition, disposition or other Specified Transaction or the initiation of such restructuring initiative, cost savings initiative or other initiatives;provided that the aggregate amount added back in the calculation of Consolidated EBITDA for any such period pursuant to this clause (viii)(B) shall not exceed 15% of Consolidated EBITDA (calculated prior to giving effect to anyadd-backs pursuant to this clause (viii)(B));plus (ix) (x) any costs or expense incurred by the Parent Guarantor or any Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses arenon-cash costs or expenses and/or otherwise funded with cash proceeds contributed to the capital of the Parent Guarantor or Capital Stock Sale Proceeds of an issuance of Capital Stock (other than Disqualified Capital Stock) of the Parent Guarantor and (y) the amount of expenses relating to payments made to option holders of the Parent Guarantor in connection with, or as a result of, any distribution being made to equityholders of the Parent Guarantor, which payments are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, to the extent permitted under the 2026 Notes Indenture;plus (x) with respect to any JV Entity, an amount equal to the proportion of those items described in clauses (i) and (iii) above relating to such JV Entity’s corresponding to the Parent Guarantor’s and its Restricted Subsidiaries’ proportionate share of such JV Entity’s Consolidated Net Income (determined as if such JV Entity were a Restricted Subsidiary) to the extent the same was deducted (and not added back) in calculating Consolidated Net Income;plus (xi) earnout and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; plus (xii) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extentnon-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back;plus (xiii) any net loss included in Consolidated Net Income attributable to noncontrolling interests pursuant to the application of Accounting Standards Codification Topic810-10-45;plus (xiv) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheets of the Parent Guarantor and its Restricted Subsidiaries;plus (xv) net realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;plus (xvi) the amount of loss or discount on sales of Securitization Assets and related assets in connection with a Qualified Securitization Transaction;plus (xvii) the amount of any charges, expenses, costs or other payments in respect of (x) facilities no longer used or useful in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries, (y) abandoned, closed, disposed or discontinued operations and (z) any losses on disposal of abandoned, closed or discontinued operations; plus (xviii) anynon-cash losses realized in such period in connection with adjustments to any employee benefit plan due to changes in actuarial assumptions, valuation or studies;plus (xix) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of the initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature; plus (xx) adjustments and addbacks set forth in any quality of earnings analysis prepared by independent registered public accountants of recognized national standing in connection with any Permitted Acquisition or Investment that is permitted under the 2026 Notes Indenture; plus (xxi) (A) any costs or expenses associated with the Transactions or (B) any costs or expenses associated with any equity offering, Investment or Incurrence of Debt permitted hereunder (whether or not consummated or incurred, as applicable); plus (xxii) losses from dispositions of real estate that are not to traditional consumer purchasers; and (b) decreased (without duplication) by the following: (i)non-cash gains increasing Consolidated Net Income of such Person for such period, excluding anynon-cash gains to the extent they represent the reversal of an accrual or cash reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and anynon-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period;plus (ii) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Parent Guarantor and its Restricted Subsidiaries;plus (iii) any net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;plus (iv) any net gain included in Consolidated Net Income of such Person for such period attributable to noncontrolling interests (other than a Consolidated Joint Venture) pursuant to the application of Accounting Standards Codification Topic810-10-45; plus (v) gains from dispositions of real estate that are not to traditional consumer purchasers;plus (vi) any gains on disposal of abandoned, closed or discontinued operations; plus (vii) any gains with respect to any JV Entity, in an amount equal to the proportion of those items described in clauses (a)(i) and (iii) above relating to such JV Entity’s corresponding to the Parent Guarantor’s and its Restricted Subsidiaries’ proportionate share of such JV Entity’s Consolidated Net Income (determined as if such JV Entity were a Restricted Subsidiary) to the extent the same was added (and not deducted) in calculating Consolidated Net Income;plus (viii) the amount of gains on sales of Securitization Assets and related assets in connection with a Qualified Securitization Transaction; (c) increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation; and (d) increased or decreased (to the extent not already included in determining Consolidated EBITDA) by any Pro Forma Adjustment. There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Parent Guarantor or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the Parent Guarantor or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by an Officer of the Parent Guarantor and delivered to the 2026 Notes Trustee (upon which the 2026 Notes Trustee may conclusively rely). For purposes ofdetermining Consolidated EBITDA for any period, there shall be excluded the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Parent Guarantor or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Any adjustments in the calculation of Consolidated Net Income shall be without duplication of any adjustment to Consolidated EBITDA, and any adjustments to Consolidated EBITDA shall be without duplication of any adjustments to Consolidated Net Income. Unless otherwise specified, all references herein to a “Consolidated EBITDA” shall refer to the Consolidated EBITDA of the Parent Guarantor, its Restricted Subsidiaries and Consolidated Joint Ventures on a consolidated basis. “Consolidated Fixed Charges” means, for any period, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum, without duplication, of: (a) Consolidated Interest Expense for such period;plus (b) Disqualified Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital Stock;plus (c) Preferred Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital Stock. “Consolidated Fixed Charges Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Fixed Charges for such Test Period; provided,however, that if: (1) since the beginning of that period the Parent Guarantor or any Restricted Subsidiary has Incurred any Debt that remains outstanding or repaid any Debt, or (2) the transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Incurrence or repayment of Debt, Consolidated Fixed Charges for that period shall be calculated after giving effect on a Pro Forma Basis to that Incurrence or repayment as if the Debt was Incurred or repaid on the first day of that period,provided that, in the event of any repayment of Debt, Consolidated EBITDA for that period shall be calculated as if the Parent Guarantor or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to repay such Debt. If any Debt bears a floating rate of interest and is being given Pro Forma Effect, the interest expense on that Debt shall be calculated as if the base interest rate in effect for the floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Swap Contract applicable to that Debt if the applicable Swap Contract has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Parent Guarantor shall be deemed, for purposes of the proviso in the first paragraph of this definition, to have repaid during such period the Debt of that Restricted Subsidiary to the extent the Parent Guarantor and its continuing Restricted Subsidiaries are no longer liable for that Debt after the sale. “Consolidated Interest Expense” means, for any period, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the amount of interest expense (including that attributable to capital leases,but excluding that attributable to indebtedness in respect of any Qualified Securitization Transaction), net of cash interest income of such Person and its Restricted Subsidiaries, with respect to all outstanding Debt of such Person and its Restricted Subsidiaries, including all commissions, discounts and other cash fees and charges owed with respect to letter of credit and bankers’ acceptance financing and net cash costs (less net cash payments) under Swap Contracts, but excluding (a) the amortization of original issue discount resulting from the issuance of indebtedness at less than par, (b) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses, (c) any expenses resulting from discounting of indebtedness in connection with the application of recapitalization accounting or purchase accounting, (d) penalties or interest related to taxes and any other amounts ofnon-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (e) the accretion or accrual of, or accrued interest on, discounted liabilities (other than Debt) during such period,(f) non-cash interest expense attributable to the movement of themark-to-market valuation of obligations under Swap Contracts or other derivative instruments pursuant to FASB Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging, (g) anyone-time cash costs associated with breakage in respect of hedging agreements for interest rates, (h) any payments with respect to make whole premiums or other breakage costs of any Debt, (i) allnon-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, and (j) expensing of bridge, arrangement, structuring, commitment, consent or other financing fees, all as calculated on a consolidated basis in accordance with GAAP. For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Unless otherwise specified, all references herein to a “Consolidated Interest Expense” shall refer to the Consolidated Interest Expense of the Parent Guarantor, its Restricted Subsidiaries and Consolidated Joint Ventures on a consolidated basis. “Consolidated Joint Venture” means a corporation, partnership, limited liability company or other business entity selected by the Parent Guarantor in its discretion (x) of which 50% or less of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, directly, or indirectly through one or more intermediaries, or both, by the Parent Guarantor and (y) that is consolidated with the Parent Guarantor and its Subsidiaries in accordance with GAAP in an amount not to exceed the greater of (x) $45.0 million and (y) 5.0% of Consolidated EBITDA. “Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP and including the net income (loss) of Consolidated Joint Ventures;provided,however, that there will not be included in such Consolidated Net Income: (1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary other than the net income (loss) of Consolidated Joint Ventures, except that the Parent Guarantor’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed (or, so long as such Person is not (x) a joint venture with outstanding third party Indebtedness for borrowed money or (y) an Unrestricted Subsidiary, that (as reasonably determined by the Parent Guarantor) could have been distributed by such Person during such period to the Parent Guarantor a Restricted Subsidiary) as a dividend or other distribution or return on investment, subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below; (2) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments,” any net income (loss) of any Restricted Subsidiary (other than any Guarantor) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to an Issuer or a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released and (b) restrictions pursuant to the Credit Agreement or the 2026 Notes Indenture), except that the Parent Guarantor’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Parent Guarantor or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitations contained in this clause(2)); (3) any net gain (or loss) from disposed, abandoned or discontinued operations and any net gain (or loss) on disposal of disposed, discontinued or abandoned operations; (4) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent Guarantor or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Parent Guarantor); (5) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense (including relating to the Transaction Expenses), or any charges, expenses or reserves in respect of any restructuring, relocation, redundancy or severance expense, new product introductions orone-time compensation charges; (6) the cumulative effect of a change in accounting principles; (7) any(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and anynon-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts; (8) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Debt and any net gain (loss) from anywrite-off or forgiveness of Debt; (9) any unrealized gains or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings related to hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify for hedge accounting, in each case, in respect of any obligations under any Swap Contracts; (10) any unrealized foreign currency translation gains or losses in respect of Debt of any Person denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies; (11) any unrealized foreign currency translation or transaction gains or losses in respect of Debt or other obligations of the Parent Guarantor or any Restricted Subsidiary owing to the Parent Guarantor or any Restricted Subsidiary; (12) any recapitalization accounting or purchase accounting effects, including adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent Guarantor and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization orwrite-off of any amounts thereof (including anywrite-off of in process research and development); (13) any impairment charge, write-down orwrite-off, including impairment charges, write-downs or write-offs relating to goodwill, intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation; (14) any effect of income (loss) from the early extinguishment or cancellation of Debt or any obligations under any Swap Contracts or other derivative instruments; (15) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP; (16) any net unrealized gains and losses resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements; (17) anynon-cash expenses, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowances related to such item; (18) any unrealized or realized gain or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance with GAAP; (19) the net interest income, if any, generated during any Specified Turbo Period by the Time Share Receivables subject to any Qualified Securitization Transaction, as the case may be, giving rise to such Specified Turbo Period; and (20) effects of adjustments to accruals and reserves during a period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks. In addition, to the extent not already excluded (or included, as applicable) from the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, and without duplication, Consolidated Net Income shall (1) be increased by business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not received so long as such Person in good faith expects to receive the same within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Consolidated Net Income for such fiscal quarters)) and (2) not include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted under the 2026 Notes Indenture or other contractual reimbursement obligations of a third party, (ii) to the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Parent Guarantor has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption, (iii) any netafter-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Debt, (iv) anynon-cash charges resulting frommark-to-market accounting relating to Equity Interests, (v) any unrealized net gain or loss resulting from currency translation or unrealized transaction gains or losses impacting net income (including currencyre-measurements of Debt) and any unrealized foreign currency translation or transaction gains or losses shall be excluded, including those resulting from intercompany Debt and any unrealized net gains and losses resulting from obligations in respect of any Swap Contracts in accordance with GAAP or any other derivative instrument pursuant the application of ASC Topic 815,Derivatives and Hedging and (vi) anynon-cash impairment charges resulting from the application of ASC Topic 350,Intangibles—Goodwill and Other and the amortization of intangibles including those arising pursuant to ASC Topic 805,Business Combinations, and,provided,further, that solely for purposes of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments,” the income or loss of any Person accrued prior to the date on which such Person becomes a Restricted Subsidiary of such Person or is merged into or consolidated with such Person or any Restricted Subsidiary of such Person or the date that such other Person’s assets are acquired by such Person or any Restricted Subsidiary of such Person, in each case, shall be excluded in calculating Consolidated Net Income. Unless otherwise specified, all references herein to a “Consolidated Net Income” shall refer to the Consolidated Net Income of the Parent Guarantor and its Restricted Subsidiaries and Consolidated Joint Ventures on a consolidated basis. “Consolidated Secured Debt” means, as to the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on property or assets of the Parent Guarantor or any Restricted Subsidiaryminus Debt in respect of any Qualified Securitization Transaction. “Consolidated Total Assets” means, as to the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis at any date of determination, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of the applicable Person as of the last day of the most recently ended Test Period. “Consolidated Total Debt” means, as to the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis at any date of determination, the aggregate principal amount of all third party Debt for borrowed money, Capitalized Leases and purchase money Debt (but excluding, for the avoidance of doubt,undrawn letters of credit, banker’s acceptances, surety bonds and/or bank guarantees);provided that “Consolidated Total Debt” shall be calculated (i) net of the Unrestricted Cash Amount, (ii) excluding any obligation, liability or indebtedness of any such Person if, upon or prior to the maturity thereof, such Person has irrevocably deposited with the proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or indebtedness, and thereafter such funds and evidences of such obligation, liability or indebtedness or other security so deposited are not included in the calculation of Unrestricted Cash Amount and (iii) based on the initial stated principal amount of any Debt that is issued at a discount to its initial stated principal amount without giving effect to any such discounts;provided further that “Consolidated Total Debt” shall not include (x) letters of credit, bankers’ acceptances, surety bonds and bank guarantees, except to the extent of unreimbursed amounts thereunder, (y) obligations under Swap Contracts entered into and (z) Debt in respect of any Qualified Securitization Transaction. “Credit Agreement” means that certain Credit Agreement, dated August 31, 2018, by and among the Issuers, as the borrowers, the Parent Guarantor, certain subsidiaries of the Parent Guarantor party thereto, the lenders and agents party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced in whole or in part from time to time in one or more agreements (in each case, with the same or new agents, lenders or institutional investors). “Credit Facilities” means, with respect to the Parent Guarantor or any Restricted Subsidiary, one or more debt facilities (including the Credit Agreement) or commercial paper facilities with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or bankers’ acceptances or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents or other holders or lenders and whether provided under the Credit Agreement or any other credit agreement or other agreement or indenture). “Debt” means, with respect to any Person on any date of determination (without duplication), whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments to the extent the same would appear as a liability on a balance sheet (excluding footnotes thereto) of such Person in accordance with GAAP; (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person; (c) net obligations of such Person under any Swap Contracts (with the amount of such net obligations being deemed to be the aggregate Swap Termination Value thereof as of such date); (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) anyearn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid within thirty (30) days after becoming due and payable, (iii) any other obligation that appears in the liabilities section of the balance sheet of such Person, to the extent (A) such Person is indemnified for the payment thereof by a solvent Person (as reasonably determined by the Parent Guarantor) or (B) amounts to be applied to the payment therefor are in escrow and (iv) liabilities associated with customer prepayments and deposits); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all Capital Lease Obligations of the Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Person; (g) all obligations of such Person in respect of Disqualified Stock; (h) all obligations of the type referred to in clauses (a) through (g) of other Persons and all dividends of other Persons for the payment of which, in either case, the Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee; provided that (i) in no event shall any obligations under any Swap Contracts be deemed “Debt” for any calculation of any financial ratio under the 2026 Notes Indenture, (ii) the amount of Debt of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Debt and (B) the Fair Market Value of the property or asset encumbered thereby as determined by such Person in good faith and (iii) the Debt of any Person shall, except for purposes of calculating the Consolidated Fixed Charges Coverage Ratio to the extent the interest expense in respect thereof is not covered by proceeds held in escrow or in connection with any test date of any Limited Condition Transaction or any test related to a subsequent transaction, exclude Debt incurred in advance of, and the proceeds of which are to be applied in connection with, the consummation of a transaction solely to the extent the proceeds thereof are and continue to be held in an escrow and are not otherwise made available to such person. For all purposes hereof, the Debt of any Person shall (A) include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Debt is otherwise limited and only to the extent such Debt would be included in the calculation of Consolidated Total Debt, (B) in the case of the Parent Guarantor and its Restricted Subsidiaries, exclude intercompany liabilities arising from their cash management, tax, and accounting operations and intercompany loans, advances or Debt having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice, (C) exclude (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller and (iii) Debt of any direct or indirect parent company appearing on the balance sheet of the Parent Guarantor and/or the Issuers solely by reason of push down accounting under GAAP and (D) exclude obligations under or in respect of a Qualified Securitization Transaction. Notwithstanding anything herein to the contrary, Debt shall not include any payment obligation or other liability of such Person under any deferred compensation plan. “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. “Deferred Compensation Plan Assets” means assets acquired by the Parent Guarantor or its Subsidiaries specifically for the purpose of satisfying the obligations of the Parent Guarantor and its Subsidiaries under any deferred compensation plan, together with earnings or gains on such assets, all of which will be held in a Deferred Compensation Plan Trust. “Deferred Compensation Plan Trust” means any trust established by the Parent Guarantor, as grantor, to support the Parent Guarantor’s ability to make payments to participants in accordance with the terms of a deferred compensation plan. “DesignatedNon-Cash Consideration” means the Fair Market Value ofnon-cash consideration received by the Parent Guarantor or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as DesignatedNon-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such DesignatedNon-cash Consideration. “Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary. “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock and/or cash in lieu of fractional shares of such Capital Stock), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt or any other Capital Stock that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the maturity date of the 2026 Notes;provided that (x) Capital Stock of any Person that would constitute Disqualified Stock but for terms thereof giving holders thereof the right to require such Person to redeem or purchase such Capital Stock upon the occurrence of an “asset sale,” a “change of control” or similar event shall not constitute Disqualified Stock if any such requirement becomes operative only after compliance by the Issuers with the provisions of the 2026 Notes Indenture described under “—Certain Covenants—Limitation on Asset Sales” and “—Repurchase at the Option of Holders Upon a Change of Control” and (y) if Capital Stock of any Person is issued pursuant to any plan for the benefit of employees of the Parent Guarantor (or any direct or indirect parent thereof) or any of its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute a Disqualified Stock solely because it may be required to be repurchased by the Parent Guarantor (or any direct or indirect parent company thereof) or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Person. “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the Parent Guarantor or any Restricted Subsidiary held by Persons other than the Parent Guarantor or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income tax rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of the Disqualified Stock. “Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time for the determination thereof, the amount of U.S. Dollars obtained by converting such foreign currency involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable foreign currency as published by the Federal Reserve Board on the date of such determination. “Domestic Subsidiary” means any Restricted Subsidiary that is organized under the laws of the United States, any State thereof or the District of Columbia. “Equity Offering” means any offering for cash of Qualified Capital Stock of the Parent Guarantor or any direct or indirect parent company of the Parent Guarantor (but only to the extent such cash proceeds are contributed to the Parent Guarantor), other than (i) any public offering registered on FormS-4 orS-8, (ii) any issuance to any Subsidiary of the Parent Guarantor or (iii) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control. “Event of Default” has the meaning set forth under “—Events of Default.” “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder. “Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability, as determined by the Issuer in good faith. “Foreign Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that is not a Domestic Subsidiary. “Foreign Time Share Receivable” means a note receivable held by a Foreign Subsidiary arising from the financing of the sale of timeshare intervals and fractional products to a retail customer outside of the United States. “GAAP” means generally accepted accounting principles in the United States as in effect on the Issue Date, except with respect to any reports or financial information required to be delivered pursuant to the covenant described above under “—Certain Covenants—Reports,” which shall be prepared in accordance with GAAP as in effect from time to time. At any time after the Issue Date, the Parent Guarantor may elect, upon notice to the 2026 Notes Trustee, to apply International Financial Reporting Standards, as adopted in the European Union (“IFRS”), accounting principles in lieu of GAAP and, upon any such election, references in the 2026 Notes Indenture to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the 2026 Notes Indenture);provided that (i) any such election, once made, shall be irrevocable, (ii) any calculation or determination under the 2026 Notes Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to such election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP and (iii) the Parent Guarantor shall only make such an election if it also reports any subsequent financial reports required to be made pursuant to the covenant described under “—Certain Covenants—Reports” in accordance with IFRS. “Governmental Authority” means any nation or government, any state, provincial, country, territorial or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). “Government Obligations” means securities that are (1) direct obligations of the United States for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervisedby and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depositary receipt;provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depositary receipt. “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of that Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) the Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, totake-or-pay or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of the payment thereof or to protect such obligee against loss in respect such Debt (in whole or in part); provided,however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. “ILG Acquisition” means the acquisition by the Parent Guarantor of all of the Capital Stock of ILG, Inc. pursuant to the Merger Agreement. “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of that Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any Debt or obligation on the balance sheet of that Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing). “Independent Financial Advisor” means an accounting or investment banking firm of national standing or any third-party appraiser of national standing;providedthat the firm or appraiser is not an Affiliate of the Issuers. “Intercompany Agreements” means collectively, the Marriott License Agreement, the Ritz-Carlton License Agreement, the Marriott Rewards Affiliation Agreement, the Marriott Comfort Letter and the Ritz-Carlton Comfort Letter. “interest” with respect to the 2026 Notes means interest with respect thereto. “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee with respect to any obligation of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Parent Guarantor and its Restricted Subsidiaries, intercompany loans, advances, or Debt having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but in each case, without duplication of any adjustments to the amount of such Investment permitted by any provision of the covenant described under “—Certain Covenants—Limitation on Restricted Payments,” including the definition of Permitted Investments (other than clause (m) of the second paragraph of such covenant or clause (w) of the definition of Permitted Investments), net of any return in respect thereof, including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts. “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB—(or the equivalent) by S&P. “Issue Date” means August 23, 2018. “JV Entity” means any joint venture of a the Parent Guarantor or any of its Restricted Subsidiaries that is not a Subsidiary. “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, assignment (by way of security or otherwise), deemed trust, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capital Lease Obligation or Sale and Leaseback Transaction having substantially the same economic effect as any of the foregoing). “Limited Condition Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, by one or more of the Parent Guarantor and its Restricted Subsidiaries of any assets, business or Person, the consummation of which is not conditioned on the availability of, or on obtaining, third party acquisition financing. “Limited Condition Transaction” means (i) a Limited Condition Acquisition, (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and/or (iii) any dividends or distributions on, or redemptions of the Parent Guarantor’s Capital Stock requiring irrevocable notice in advance thereof. “Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the Parent Guarantor or its direct or indirect parent on the date of the declaration of a Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of such common stock or common equity interests on the principal securities exchange on which such common stock or common equity interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment. “Marriott Comfort Letter” means the letter agreement, dated November 21, 2011, executed and delivered by Marriott International Inc., and Marriott Worldwide Corporation, as licensors, the Parent Guarantor, as licensee, and the administrative agent under the Credit Agreement. “Marriott License Agreement” means the License, Services and Development Agreement by Marriott International Inc. and Marriott Worldwide Corporation, as licensors, and the Parent Guarantor, as licensee, effective as of November 19, 2011. “Marriott Rewards Affiliation Agreement” means the Marriott Rewards Affiliation Agreement, effective as of November 21, 2011, by and among Marriott International Inc., Marriott Rewards, LLC, the Parent Guarantor and the Issuer. “Material Adverse Effect” means a material adverse effect on the (a) business, results of operations or financial condition of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, (b) ability of theIssuers and the Guarantors to perform their payment obligations under the 2026 Notes Indenture, the 2026 Notes or the Note Guarantees or (c) rights and remedies of the 2026 Notes Trustee or the holders of 2026 Notes under the 2026 Notes Indenture, the 2026 Notes or the Note Guarantees. “Merger Agreement” means the Agreement and Plan of Merger, dated as of April 30, 2018, among the Parent Guarantor, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc. and Volt Merger Sub, LLC, as described, in all material respects, in the Offering Memorandum. “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. “Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received upon the sale or other disposition of any DesignatedNon-Cash Consideration received in any Asset Sale, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the properties or assets that are the subject of that Asset Sale or received in any othernon-cash form), in each case net of: (a) all legal, title and recording tax expenses, commissions and other fees (including, without limitation, brokers’ or investment bankers’ commissions or fees) and expenses incurred, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of the Asset Sale, (b) all payments made on any Debt that is secured by any property or asset subject to the Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to that property or asset, or which must by its terms, or in order to obtain a necessary consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the Asset Sale, (c) all distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a result of the Asset Sale, and (d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the properties or assets disposed in the Asset Sale and retained by the Issuers or any Restricted Subsidiary after the Asset Sale; providedthat, to the extent that any portion of the consideration for an Asset Sale is required by contract to be held in a separate escrow or deposit account to support indemnification, adjustment of purchase price or similar obligations, such portion of the consideration shall become Net Available Cash only at such time as it is released to the Parent Guarantor or a Restricted Subsidiary from the escrow or deposit account. “Net Cash Proceeds” means the aggregate proceeds (including the Fair Market Value of property other than cash) received by the Parent Guarantor or any Restricted Subsidiary in connection with such issuance or sale (other than to a Restricted Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any of its Subsidiaries for the benefit of their employees to the extent such sale to such employee stock ownership plan or trust is financed by loans from or Guaranteed by the Parent Guarantor or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) by the Parent Guarantor or any Restricted Subsidiary after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof (after taking into account any available tax credit or deductions and any tax sharing arrangements). “Non-Recourse Debt” means Debt of a Person: (a) as to which none of the Issuers nor any Guarantor provides any Guarantee or credit support of any kind or is directly or indirectly liable and (b) which does not provide any recourse against any of the assets of any Issuer or any Guarantor. Notwithstanding the foregoing, (i) the provision of Standard Securitization Undertakings in connection with a Qualified Securitization Transaction shall not invalidate the status of the Debt of such Time Share SPV that is otherwise classified asNon-Recourse Debt pursuant to the terms of this definition and (ii) Debt shall not be considered to be recourse to a Person if recourse is contingent upon the occurrence of specified events that have not yet occurred in circumstances in which the occurrence of such events is within the control of such Person (e.g., provisions commonly known as “bad boy” provisions). “Note Guarantee” means, individually, any Guarantee of payment of the 2026 Notes and the Issuers’ other obligations under the 2026 Notes Indenture by a Guarantor pursuant to the terms of the 2026 Notes Indenture and any supplemental indenture thereto, and, collectively, all such Guarantees. “Offering Memorandum” means the offering memorandum dated August 9, 2018 related to the offer and sale of the 2026 Notes. “Officer” means the Chief Executive Officer, the Chief Financial Officer, Vice Chairman, any President, the Chief Accounting Officer, any Executive Vice President, any Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer. “Officers’ Certificate” means a certificate signed by two Officers of the Issuer, at least one of whom shall be the principal executive officer, principal financial officer or the principal accounting officer of the Issuer, and delivered to the 2026 Notes Trustee. “Opinion of Counsel” means a written opinion from legal counsel which is acceptable to the 2026 Notes Trustee. The counsel may be an employee of or counsel to the Issuer. “Permitted Acquisition” means the purchase or other acquisition of property and assets or businesses of any Person or of assets by the Parent Guarantor or any Restricted Subsidiary, or Capital Stock in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of the Parent Guarantor (including as a result of a merger or consolidation);provided that such purchase or acquisition is permitted under the 2026 Notes Indenture. “Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) relating to the Parent Guarantor’s common stock (or other securities or property following a merger event or other change of the common stock of the Parent Guarantor) purchased by the Parent Guarantor in connection with the issuance of any convertible Debt;provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Parent Guarantor from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Parent Guarantor from the sale of such convertible Debt issued in connection with such Permitted Bond Hedge Transaction. “Permitted Business” means (a) any businesses, services or activities engaged in by the Parent Guarantor or its Subsidiaries on the Issue Date, (b) any businesses, services or activities engaged in by the Parent Guarantor or its Subsidiaries immediately following the closing of the ILG Acquisition and (c) any businesses, services and activities engaged in by the Parent Guarantor or any of its Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof. “Permitted Investment” means any Investment by the Parent Guarantor or a Restricted Subsidiary in: (a) any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary;provided that the primary business of the Restricted Subsidiary is a Permitted Business; (b) any Person if as a result of the Investment that Person is merged or consolidated with or into, or transfers or conveys all or substantially all its properties and assets to, the Parent Guarantor or a Restricted Subsidiary;provided that such Person’s primary business is a Permitted Business; (c) cash and Cash Equivalents; (d) loans or advances to officers, directors, managers, partners and employees of the Parent Guarantor (or any direct or indirect parent thereof) and its Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Capital Stock of the Parent Guarantor (provided that the proceeds of any such loans and advances shall be contributed to the Parent Guarantor in cash as common equity andprovided,further, that such contribution shall not constitute an equity contribution that may be utilized for other baskets (including for the purpose of determining the amount available for Restricted Payments under clause (c)(2) of the first paragraph of the covenant described under “—Certain Covenants—Limitation on Restricted Payments”) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $45.0 million; (e) asset purchases, acquisitions, licenses or leases (in each case including inventory (including Time Share Inventory), supplies, materials and equipment) and the licensing or contribution of intellectual property or other rights, in each case in the ordinary course of business; (f) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business; (g) Investments consisting of Liens permitted under the covenant described under “—Certain Covenants—Limitation on Liens” and Debt (including Guarantees) permitted under the covenant described under “—Certain Covenants—Limitation on Debt”; (h) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any Investment existing on the Issue Date hereof;provided that the amount of any Investment permitted pursuant to this clause (h) is not increased from the amount of such Investment on the Issue Date except pursuant to the terms of such Investment as of the Issue Date or as otherwise permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” or under any clause of this definition of “Permitted Investment”; (i) Investments in Swap Contracts permitted under clause (p) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt”; (j) promissory notes and othernon-cash consideration received in connection with dispositions permitted under the covenant described under “—Certain Covenants—Limitation on Asset Sales”; (k) the Transactions; (l) Investments in the ordinary course of business consisting of prepayment of expenses, endorsements for collection or deposit and customary trade arrangements with customers consistent with past practice; (m) Investments (including debt obligations and Capital Stock) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers from financially troubled account debtors or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; (n) advances of payroll payments to employees in the ordinary course of business; (o) Investments held by the Parent Guarantor or a Restricted Subsidiary acquired after the Issue Date or of a corporation or company merged into the Parent Guarantor or merged or consolidated with a Restricted Subsidiary in accordance with the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property” after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; (p) Guarantees by the Parent Guarantor or any of its Restricted Subsidiaries in respect of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; (q) Investments to the extent that payment for such Investments is made with Qualified Capital Stock of the Parent Guarantor;provided that, any amounts used for such an Investment or other acquisition that are not Qualified Equity Interests shall otherwise be permitted by the covenant described under “—Certain Covenants—Limitation of Restricted Payments” or pursuant to any clause of this definition of “Permitted Investment”; (r) other Investments in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding the greater of (x) $350.0 million and (y) 45.0% of Consolidated EBITDA for the Test Period; (s) Investments (i) in connection with a Qualified Securitization Transaction (including Investments in (x) Time Share SPVs and (y) Time Share Receivables in the ordinary course of business) and (ii) distributions or payments of Securitization Fees and purchases of Securitization Assets in connection with a Qualified Securitization Transaction; (t) Investments in JV Entities and Unrestricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments, not exceeding (i) the greater of (x) $175.0 million and (y) 25.0% of Consolidated EBITDA for the Test Period; (u) Investments made by the Parent Guarantor and its Subsidiaries in Deferred Compensation Plan Assets (including contributions to a “rabbi” trust for the benefit of employees ornon-employee directors or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent Guarantor); (v) Investments by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the covenant described under “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”;provided that such Investments were not entered into in contemplation of such redesignation; (w) other Investments;provided that, at the time of such Investment, the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.25 to 1.00; (x) Investments existing or contemplated on the Issue Date and any modification, replacement, renewal, reinvestment or extension thereof;provided that the amount of any Investment permitted by the covenant described under “—Certain Covenants—Limitation of Restricted Payments” or pursuant to any clause of this definition of “Permitted Investment” is not increased from the amount of such Investment on the Issue Date except pursuant to the terms of such Investment as of the Issue Date or as otherwise permitted by any clause of this definition of “Permitted Investment”; (y) Investments in connection with tax planning and reorganization activities;provided that, after giving effect to, any such activities, the value of the Note Guarantees in favor of the holders of the Notes, taken as a whole, would not (and will not) be materially impaired; (z) Investments in a Permitted Business in an aggregate amount for all such Investments not to exceed, at the time such Investment is made and after giving effect to such Investment, the sum of (i) an amount equal to the greater of (x) $175.0 million and (y) 25.0% of Consolidated EBITDA for the Test Periodplus (ii) the aggregate amount of any cash repayment of or return on such Investments theretofore received by the Parent Guarantor or any Restricted Subsidiary after the Issue Date; (aa) the forgiveness or conversion to equity of any intercompany Debt owed to the Parent Guarantor or any of its Restricted Subsidiaries or the cancellation or forgiveness of any Debt owed to the Patent Guarantor (or any direct or indirect parent of the Parent Guarantor) or a Subsidiary from any members of management of the Parent Guarantor (or any direct or indirect parent of the Parent Guarantor) or any Subsidiary, in each case permitted by the covenant described under “—Certain Covenants—Limitation on Debt”; (bb) loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business; (cc) advances in the ordinary course of business to secure developer contracts of the Parent Guarantor and its Restricted Subsidiaries; (dd) Investments in any captive insurance companies that are Restricted Subsidiaries in an aggregate amount not to exceed 150% of the minimum amount of capital required under the laws of the jurisdiction in which such captive insurance companies is formed (plus any excess capital generated as a result of any such prior investment that would result in a materially unfavorable tax or reimbursement impact if distributed), and other Investments in any captive insurance companies that are Restricted Subsidiaries to cover reasonable general corporate and overhead expenses of such captive insurance companies; (ee) Investments by any captive insurance companies that are Restricted Subsidiaries; (ff) Investments in any captive insurance companies that are Restricted Subsidiaries in connection with a push down by the Parent Guarantor or the Issuers of insurance reserves; (gg) Investments in Time Share Development Property in the ordinary course of business; provided that at the time of making such Investment, no Default or Event of Default shall have occurred and be continuing; and (hh) Investments by any Foreign Subsidiary in debt securities issued by any nation in which such Foreign Subsidiary has cash which is the subject of restrictions on export, or any agency or instrumentality of such nation or any bank or other organization organized in such nation, in an aggregate amount not to exceed $75.0 million at any time outstanding. For purposes of determining compliance with this definition of Permitted Investments, in the event that a Permitted Investment meets the criteria of more than one of the categories described above in clauses (a) through (hh) of Permitted Investments, the Parent Guarantor will be permitted, in its sole discretion, (x) to classify such Permitted Investment on the date of such Permitted Investment and may later reclassify such Permitted Investment in any manner (based on the circumstances existing at the time of any such reclassification), (y) may divide and later redivide the amount of such Permitted Investment among more than one of such clauses and (z) will only be required to include such Permitted Investment in one of any such clauses. “Permitted Liens” means: (a) Liens to secure Debt in an aggregate principal amount not to exceed the amount permitted to be Incurred under clause (b) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt,” regardless of whether the Parent Guarantor and the Restricted Subsidiaries are actually subject to that covenant at the time the Lien is Incurred; (b) Liens existing on the Issue Date and any modifications, replacements, refinancings, renewals or extensions thereof;provided that (i) the Lien does not extend to any additional propertyother than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Debt) is permitted by the covenant described under “—Certain Covenants—Limitation on Debt”; (c) Liens for taxes, assessments or governmental charges (i) which are not overdue for a period of more than 30 days, (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business (i) which secure amounts not overdue for a period of more than 60 days or if more than 60 days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien, (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (e)(i) pledges, deposits or Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance, general liability or property insurance and/or other social security legislation; (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Parent Guarantor or any of its Restricted Subsidiaries; and (iii) over bank accounts pursuant to the general terms and conditions of banks; (f) Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than Debt for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business, and obligations in respect of letters of credit, bank guarantee or similar instruments that have been posted to support the same; (g) easements,rights-of-way, restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole; (h) Liens securing judgments or awards for the payment of money not constituting an Event of Default; (i) Liens securing Debt Incurred permitted under clause (m) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt”;provided that (i) such Liens attach within 270 days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Debt, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases;provided thatindividual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses and Liens on the property covered thereby which do not (i) interfere in any material respect with the business of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Debt; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank (including those arising underSection 4-210 of the Uniform Commercial Code) on the items in the course of collection, (ii) in favor of a banking or other financial institution or entities and/or credit card processors or other electronic payment service providers arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right ofset-off) and which are within the general parameters customary in the banking industry and (iii) arising by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts, commodity accounts or cash management arrangements; (m) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” to be applied against the purchase price for such Investment or otherwise in connection with any letter of intent, purchase agreement or escrow arrangements with respect to any such Investment or an Asset Sale permitted by the covenant described under “—Certain Covenants—Limitation on Asset Sales” and (ii) consisting of an agreement to dispose of any property in an Asset Sale permitted under the covenant described under “—Certain Covenants—Limitation on Asset Sales,” in each case, solely to the extent such Investment or Asset Sale, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens with respect to property or assets of the Parent Guarantor and its Restricted Subsidiaries (including accounts receivable or other revenue streams and other rights to payment and any other assets related thereto) in connection with a property manager’s obligations in respect of timeshare collection accounts, operating accounts and reserve accounts; (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to the covenant described under “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”), in each case after the Issue Date;provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary and (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted under the 2026 Notes Indenture that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition); (p) any interest or title of a lessor or sublessor under leases or subleases entered into by the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary course of business; (r) Liens that are contractual rights ofset-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the Incurrence of Debt, (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens arising from precautionary Uniform Commercial Code financing statement filings or any equivalent filings in respect of any leases; (t) Liens securing insurance policies and the proceeds thereof securing financing of the premiums with respect thereto; (u)(i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this definition;provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by the covenant described under “—Certain Covenants—Limitation on Debt”; (x) ground leases in respect of real property on which facilities owned or leased by the Parent Guarantor or any of its Restricted Subsidiaries are located; (y) Liens on property of anon-Guarantor Restricted Subsidiary securing Debt that is permitted by the covenant described under “—Certain Covenants—Limitation on Debt” or other obligations of suchnon-Guarantor Restricted Subsidiary; (z) Liens solely on any cash earnest money deposits made by the Parent Guarantor or any Restricted Subsidiary in connection with any letter of intent or purchase agreement in respect of any Investment permitted under the 2026 Notes Indenture; (aa) Liens granted in the ordinary course of business securing obligations that do not constitute Debt; (bb) Liens securing Debt permitted under clause (f) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt”; (cc) other Liens;provided that at the time of Incurrence of the obligations secured thereby, the aggregate outstanding principal amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $275.0 million and (y) 35.0% of Consolidated EBITDA for the Test Period; (dd) Liens to secure Debt or other obligations, so long as, on a Pro Forma Basis, after giving effect to such Liens, the Secured Leverage Ratio does not exceed 3.00 to 1.00; (ee) Liens on property of anon-Guarantor Restricted Subsidiary securing Debt permitted under clause (h) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt”; (ff) with respect to property of any Foreign Subsidiary, other Liens and privileges arising mandatorily by law; (gg) Liens on receivables (including Time Share Receivables) and related assets arising in connection with a Qualified Securitization Transaction; (hh) Liens on (i) Foreign Time Share Receivables securing Debt permitted under clause (v) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt” and (ii) the monetized notes underlying hypothecations of, or Qualified Securitization Transactions with respect to, Time Share Receivables permitted under clause (v) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Debt”; (ii) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs; (jj) Liens on cash and Cash Equivalents (or specific property securing such Debt) used to satisfy or discharge Debt;provided that such satisfaction or discharge is permitted under the 2026 Notes Indenture; (kk) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (ll) Liens on cash or Investments permitted by the covenant described under “—Certain Covenants—Limitation on Restricted Payments” securing Swap Contracts in the ordinary course of business submitted for clearing in accordance with requirements of law; (mm) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (nn) Liens on Capital Stock of Unrestricted Subsidiaries; (oo) Liens arising as a result of a Permitted Sale and Leaseback Transaction or any other Sale and Leaseback Transaction permitted by the covenant described under “—Certain Covenants—Limitation on Debt”; (pp) Liens deposits of cash with the owner or lessor of premises leased and operated by the Parent Guarantor or any of its Restricted Subsidiaries to secure the performance of the Parent Guarantor’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises; (qq) Liens with respect to property or assets of the Parent Guarantor and its Restricted Subsidiaries (including accounts receivable or other revenue streams and other rights to payment and any other assets related thereto) in connection with a property manager’s obligations in respect of timeshare collection accounts, operating accounts and reserve accounts; and (rr) Liens in favor of the Parent Guarantor, any Issuer or any Restricted Subsidiary. For purposes of determining compliance with the covenant described under “—Certain Covenants—Limitation on Liens” and this definition of Permitted Liens, in the event that a Lien meets the criteria of more than one of the categories described above in clauses (a) through (rr) of Permitted Liens, the Parent Guarantor will be permitted, in its sole discretion, (x) to classify such Lien on the date of Incurrence and may later reclassify such Lien in any manner (based on the circumstances existing at the time of any such reclassification), (y) may divide and later redivide the amount of such Lien among more than one of such clauses and (z) will only be required to include such Lien in one of any such clauses;providedthat all Liens of the category described above in clause (a) of Permitted Liens shall be deemed to be Incurred pursuant to clause (a) of Permitted Liens and shall not later be reclassified, and the amount of such Liens shall not be divided or later redivided among any other clause of Permitted Liens. “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as: (a) the new Debt is in an aggregate principal amount not in excess of the sum of: (1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and (2) an amount necessary to pay any fees and expenses, premiums (including tender premiums) and defeasance costs, underwriting discounts, accrued and unpaid interest, upfront fees and original issue discount related to the Refinancing, (b) the Weighted Average Life to Maturity of the new Debt is equal to or greater than the Weighted Average Life to Maturity of the Debt being Refinanced, (c) the Stated Maturity of the new Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and (d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced; provided,however, that Permitted Refinancing Debt shall not include (x) Debt of a Restricted Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Parent Guarantor, any Issuer or any Subsidiary Guarantor, or (y) Debt of the Parent Guarantor or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary. “Permitted Sale and Leaseback Transaction” means any Sale and Leaseback Transaction consummated by the Parent Guarantor or any of its Restricted Subsidiaries after the Issue Date for Fair Market Value as determined at the time of consummation in good faith by (i) the Parent Guarantor or a Restricted Subsidiary and (ii) in the case of any Sale and Leaseback Transaction (or series of related Sale and Leaseback Transactions) the aggregate proceeds of which exceed the greater of (x) $90.0 million and (y) 12.5% of Consolidated EBITDA for the Test Period, the Board of Directors of the Parent Guarantor or such Restricted Subsidiary. “Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) relating to the Parent Guarantor’s common stock (or other securities or property following a merger event or other change of the common stock of the Parent Guarantor) and/or cash (in an amount determined by reference to the price of such common stock) sold by the Parent Guarantor substantially concurrently with any purchase by the Parent Guarantor of a Permitted Bond Hedge Transaction. “Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. “Post-Acquisition Period” means, with respect to any Permitted Acquisition or the conversion of any Unrestricted Subsidiary into a Restricted Subsidiary, the period beginning on the date such Permitted Acquisition or conversion is consummated and ending on the last day of the fourth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion is consummated. “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person, over shares of any other class of Capital Stock issued by that Person. “Preferred Stock Dividends” means all dividends with respect to Preferred Stock of the Parent Guarantor or any Restricted Subsidiary held by Persons other than the Parent Guarantor or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of the Preferred Stock. “Productive Assets” means assets (other than cash, Cash Equivalents, securities and inventory) that are used or usable by the Parent Guarantor and its Restricted Subsidiaries in Permitted Businesses. “Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or Converted Restricted Subsidiary or the Consolidated EBITDA, (a) the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that is expected to have a continuing impact and (b) additional good faith pro forma adjustments arising out of cost savings initiatives attributable to such transaction and additional costs associated with the combination of the operations of such Acquired Entity or Business or Converted Restricted Subsidiary with the operations of the Parent Guarantor and its Restricted Subsidiaries, in each case being given pro forma effect, which actions (i) have been taken or (ii) will be taken or implemented within the succeeding 24 months following such transaction and, in each case, including, but not limited to, (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead, taking into account, for purposes of determining suchcompliance, the historical financial statements of the Acquired Entity or Business or Converted Restricted Subsidiary and the consolidated financial statements of the Parent Guarantor and its Restricted Subsidiaries, assuming such Permitted Acquisition or conversion, and all other Permitted Acquisitions or conversions that have been consummated during the period, and any Debt or other liabilities repaid in connection therewith had been consummated and Incurred or repaid at the beginning of such period (and assuming that such Debt to be Incurred bears interest during any portion of the applicable measurement period prior to the relevant acquisition or conversion at the interest rate which is or would be in effect with respect to such Debt as at the relevant date of determination);provided that, so long as such actions are initiated during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, it may be assumed that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period;provided,further, that at the election of the Parent Guarantor, such Pro Forma Adjustment shall not be required to be determined for any Acquired Entity or Business or Converted Restricted Subsidiary to the extent the aggregate consideration paid in connection with such acquisition was less than $25.0 million. “Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any covenant under the 2026 Notes Indenture as of an applicable date or period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (or as of the last date of such period in the case of a balance sheet item): (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Capital Stock in any Restricted Subsidiary of the Parent Guarantor or any division, product line or facility used for the operations of the Parent Guarantor or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of aPermitted Acquisition or other Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Debt and (c) any Debt Incurred by the Parent Guarantor or any of its Restricted Subsidiaries in connection therewith and, if such Debt has a floating or formula rate, such Debt shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Debt as at the relevant date of determination;provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Parent Guarantor in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Parent Guarantor and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the Incurrence of Debt in respect of which compliance with any specified leverage ratio test is by the terms of the 2026 Notes Indenture to be calculated on a Pro Forma Basis, the proceeds of such Debt shall not be netted from Debt in the calculation of the applicable leverage ratio test. “Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock. “Qualified Securitization Transaction” means any Securitization Facility that meets the following conditions: (i) the Parent Guarantor shall have determined in good faith that such Securitization Facility is in the aggregate economically fair and reasonable to the Parent Guarantor and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Parent Guarantor or any of its Restricted Subsidiaries to the Securitization Subsidiary or any other Person are made for fair consideration (as determined in good faith by the Parent Guarantor) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be fair and reasonable terms (as determined in good faith by the Parent Guarantor) and may include Standard Securitization Undertakings, it being understood that the revolving warehouse credit facility evidenced by thatcertain Third Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2014, by and among Marriott Vacations Worldwide Owner Trust2011-1, as issuer, the Issuer, as servicer, and Wells Fargo Bank, National Association, as indenture trustee and asback-up servicer, and the other Facility Documents (as defined therein) shall constitute a Qualified Securitization Transaction for all purposes hereunder. “Rating Agencies” means Moody’s and S&P. “Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, that Debt. “Refinanced” and “Refinancing” shall have correlative meanings. “Reorganization” means any reorganization of any of the Parent Guarantor, the Issuers and/or their respective Subsidiaries implemented in order to optimize the tax position of such entities or any parent thereof (as reasonably determined by the Issuer in good faith) so long as such reorganization does not materially impair any Note Guarantee and is otherwise not materially adverse to the holders of the 2026 Notes in their capacity as such, taken as a whole. “Restricted Payment” means: (a) any dividend or distribution (whether made in cash, securities or other property or assets) declared or paid on or with respect to any shares of Capital Stock of the Parent Guarantor or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Parent Guarantor or any Restricted Subsidiary), except for (i) any dividend or distribution that is made by a Restricted Subsidiary, so long as, in the case of any dividend or distribution payable on or in respect of any Capital Stock issued by a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, the Parent Guarantor or the Restricted Subsidiary holding such Capital Stock received at least its pro rata share of such dividend or distribution or (ii) any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Parent Guarantor; (b) the purchase, repurchase, redemption, acquisition or retirement for value, including in connection with any merger or consolidation, of any Capital Stock of the Parent Guarantor or any direct or indirect parent of the Parent Guarantor (other than from the Parent Guarantor or a Restricted Subsidiary); (c) any principal payment on, or the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (i) any Subordinated Obligation Incurred under clause (c) of the covenant described under “—Certain Covenants—Limitation on Debt” and (ii) the purchase, repurchase, redemption, acquisition or retirement for value of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case under this subclause (ii) due within one year of the date of purchase, repurchase, redemption, acquisition or retirement); or (d) any Investment (other than Permitted Investments) in any Person. “Restricted Subsidiary” means any Subsidiary of the Parent Guarantor (including the Issuers) other than an Unrestricted Subsidiary. “Ritz-Carlton Comfort Letter” means the letter agreement, dated November 21, 2011, executed and delivered by The Ritz-Carlton Hotel Company, L.L.C., as licensor, the Parent Guarantor, as licensee, and the administrative agent under the Credit Agreement. “Ritz-Carlton License Agreement” means the License, Services and Development Agreement by The Ritz-Carlton Hotel Company, L.L.C., as licensor and the Parent Guarantor, as licensee, effective as of November 19, 2011. “S&P” means Standard & Poor’s Ratings Services, a business of Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc., or any successor to the rating agency business thereof. “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to property or an asset now owned or hereafter acquired whereby the Parent Guarantor or a Restricted Subsidiary transfers that property or asset to another Person and the Parent Guarantor or a Restricted Subsidiary leases it from that other Person, together with any Refinancings thereof. “SEC” means the U.S. Securities and Exchange Commission. “Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. “Securities Act” means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder. “Securitization Asset” means (a) any Time Share Receivables, (b) any accounts receivable, mortgage receivables, loan receivables, receivables or loans relating to the financing of insurance premiums, royalty, patent or other revenue streams and other rights to payment or related assets and the proceeds thereof and (c) allcollateral securing such receivable or asset (including Time Share Receivables), all contracts and contract rights, purchase orders, guarantees or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted) together with accounts or assets in connection with a securitization, factoring or receivable sale transaction. “Securitization Facility” means any of one or more securitization, bank conduit receivables or warehouse financing, factoring or sales transactions, hypothecation facility and/or receivables purchase agreements, pursuant to which the Parent Guarantor or any of its Restricted Subsidiaries sells, assigns, transfers, pledges, participates, contributes to capital or otherwise conveys any Securitization Assets (including Time Share Receivables) (whether now existing or arising in the future) to a Securitization Subsidiary or any other Person. “Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid in connection with, any Qualified Securitization Transaction. “Securitization Repurchase Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Transaction to repurchase or otherwise make payments with respect to Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller. “Securitization Subsidiary” means any Time Share SPV and any other Subsidiary of the Parent Guarantor formed for the purpose of and that solely engages in one or more Qualified Securitization Transactions and other activities reasonably related thereto or another Person formed for such purpose. “Separation and Distribution Agreement” means the Separation and Distribution Agreement, effective as of November 21, 2011, between Marriott International, Inc., the Parent Guarantor, the Issuer, Marriott Resorts Hospitality Corporation, MVCI Asia Pacific Pte. Ltd. and MVCO Series LLC. “Significant Subsidiary” means any Subsidiary (other than any Securitization Subsidiary) that would be a “Significant Subsidiary” of the Parent Guarantor within the meaning of Rule1-02(w) under RegulationS-X promulgated by the SEC. “Specified Transaction” means any Investment, disposition (including any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent Guarantor or any asset sale of a business unit, line of business or division), Incurrence or repayment of Debt, Restricted Payment or Restricted Subsidiary redesignation that by the terms of the 2026 Notes Indenture requires any test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.” “Specified Turbo Period” means, with respect to any Debt Incurred in respect of any Qualified Securitization Transaction, such period of time (as determined in accordance with the definitive documentation governing such Debt (the “Indebtedness Documentation”)) for which the collected receivables and other payments generated by the Time Share Receivables subject to such Qualified Securitization Transaction are not available for distribution to the obligor of such Debt (or to an affiliate of such obligor to which such distributions are to be made) pursuant to the terms of the relevant Indebtedness Documentation, including as the result of (i) the occurrence of an event analogous to a “Trigger Event,” as defined in the Indenture and Servicing Agreement, dated as of July 27, 2016, by and among MVW Owner Trust2016-1, as issuer, the Issuer, as servicer, Wells Fargo Bank, National Association, as trustee andback-up servicer (as in effect on the Issue Date), or (ii) an Event of Default (under and as defined in the relevant Indebtedness Documentation);provided that with respect to such an Event of Default, a Specified Turbo Period will not commence until such time as payment of such Debt has been accelerated. “Standard Securitization Undertakings” means representations, warranties, covenants, guarantees and indemnities entered into by the Parent Guarantor or any Subsidiary of the Parent Guarantor which the Parent Guarantor has determined in good faith to be customary in a Securitization Facility, including those relating to the servicing of the assets of a Securitization Subsidiary and the provision of cash or Cash Equivalents to pay fees and expenses reasonably related thereto, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking or, in the case of a factoring facility, anon-credit related recourse account receivable factoring arrangement. “Stated Maturity” means, with respect to any security, the date specified in the security as the fixed date on which the payment of principal of the security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the redemption or repurchase of the security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless that contingency has occurred). “Subordinated Obligation” means any Debt of the Issuers or the Guarantors (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the 2026 Notes or the Note Guarantees pursuant to a written agreement to that effect. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Capital Stock or other interests (including partnership interests) having ordinary voting power for the election of directors, managers or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchangetransactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, (c) any Permitted Bond Hedge Transaction and (d) any Permitted Warrant Transaction. “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as themark-to-market value(s) for such Swap Contracts, as determined by the Parent Guarantor, in accordance with the terms thereof and in accordance with customary methods for calculatingmark-to-market values under similar arrangements. “Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Parent Guarantor ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to the covenant described under “—Certain Covenants—Reports.” “Time Share Development Property” means any portion of any existing hotel or resort property acquired by the Parent Guarantor or any of its Restricted Subsidiaries, which has not been dedicated to any time sharearrangement, plan, scheme or similar device and which the Parent Guarantor or such Restricted Subsidiary intends primarily to convert into Time Share Inventory. For the avoidance of doubt, any real property interest that qualifies as Time Share Development Property shall be deemed not to qualify as Time Share Inventory. “Time Share Inventory” means (i) inventory available to occupy as a dwelling or accommodation and which may be coupled with an estate in real estate or limited to a right to use real estate without an estate or ownership interest, pursuant to any time share arrangement, plan, scheme or similar device, in any legal form or structure (including trusts or associations) (including units physically located within a project that are currently used for sales and/or administrative purposes and that have received certificates of occupancy for such use) or (ii) any real property interest completed and available to occupy as a dwelling or accommodation and intended by the Parent Guarantor or a Restricted Subsidiary to be dedicated to any such time share arrangement (including units physically located within a project that are currently used for sales and/or administrative purposes and that have received certificates of occupancy for such use). “Time Share Receivables” means notes receivable arising from the financing of the sale of timeshare intervals and fractional products to a retail customer, together with any assets related thereto, including, without limitation, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such notes receivable. “Time Share SPV” means an entity intended to be bankruptcy-remote and which is formed for the purpose of engaging in the financing transactions under a Securitization Facility with respect to Time Share Receivables and the Debt of which isNon-Recourse Debt. “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. “Transaction Expenses” means any fees and expenses incurred or paid by the Parent Guarantor or any Restricted Subsidiary in connection with the Transactions. “Transactions” means, collectively, (a) the borrowing of funds under the Credit Agreement on the closing date of the ILG Acquisition, (b) the issuance of the 2026 Notes on the Issue Date, (c) the refinancing of Debt of the Parent Guarantor and its subsidiaries and ILG, Inc. and its subsidiaries, respectively, under existing credit facilities on the closing date of the ILG Acquisition, (d) the ILG Acquisition, (e) the consummation of any other transaction in connection with the foregoing and (f) the payment of Transaction Expenses. “Treasury Rate"” means, as obtained by the Issuer, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to AprilSeptember 15, 2018; 2021;provided,however, that if the period from such Redemption Date to AprilSeptember 15, 20182021 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
Table“Trust Indenture Act” means the U.S. Trust Indenture Act of Contents1939, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.
"“Unrestricted Cash Amount” means, as to any Person on any date of determination, the amount of (a) unrestricted cash and Cash Equivalents of such Person in excess of $50.0 million and (b) cash and Cash Equivalents of such Person restricted in favor of the Credit Agreement (which may also include cash and Cash Equivalents securing other Debt secured by a Lien on any collateral along with the Credit Agreement), in each case as determined in accordance with GAAP, it being understood and agreed that proceeds subject to an escrow,trust, collateral or similar account or arrangement holding proceeds of Debt solely for the benefit of an unaffiliated third party shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.
“Unrestricted Subsidiary"” means: (a) any Subsidiary of the IssuerParent Guarantor (other than the Issuers) that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under "—“—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries"Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto;to such covenant; and
(b) any Subsidiary of an Unrestricted Subsidiary. "“U.S. Dollar"” or "$"“$” means the lawful currency of the United States.
"U.S. Subsidiary" means any direct or indirect Subsidiary of the Issuer that is organized under the laws of any state of the United States or the District of Columbia.
"“Voting Stock"” of any Person means all classes of Capital Stock or other interests (including partnership interests) of that Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trusteesother governing body thereof.
“Weighted Average Life to Maturity” means, when applied to any Debt at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest "one-twelfth) that will elapse between such date and the making of such payment, by (2) the then outstanding principal amount of such Debt. “Wholly Owned"” means a Subsidiary all the Voting Stock of which (except directors'directors’ qualifying shares) is at that time owned, directly or indirectly, by the IssuerParent Guarantor and its other Wholly Owned Restricted Subsidiaries.
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BOOK-ENTRY; DELIVERY AND FORM
Except as set forth below, new notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. New notes will be issued at the closing of the exchange offer only against surrender of old notes.
The new notes initially will be represented by one or more notes in registered, global form without interest coupons attached (the "Global Note"). On the date of the closing of the exchange offer, the Global Note will be deposited with the Trustee as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.
Unless definitive new notes are issued, the Global Note may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Note may be exchanged for Notes in certificated form. See "—Exchange of Global Note for Certificated Notes."
Ownership of interests in the Global Note ("Book-Entry Interests") will be limited to persons that have accounts with DTC, or persons that hold interests through such Participants (as defined below). Except under the limited circumstances described below, beneficial owners of Book-Entry Interests will not be entitled to physical delivery of new notes in definitive form.
Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC or DTC's nominees and Participants. In addition while the new notes are in global form, holders of Book-Entry Interests will not be considered the owners or "holders" of new notes for any purpose. So long as the new notes are held in global form, DTC or its nominees will be considered the sole holders of the Global Note for all purposes under the Indenture. In addition, Participants must rely on the procedures of DTC and Indirect Participants (as defined below) must rely on the procedures of DTC and the Participants through which they own Book-Entry Interests to transfer their interests or to exercise any rights of holders under the indenture. Transfers of beneficial interests in the Global Note will be subject to the applicable rules and procedures of DTC and its Participants or Indirect Participants, which may change from time to time.
Depository Procedures
The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change. Neither we nor the trustee take any responsibility for or are liable for these operations and procedures, including the records relating to Book-Entry Interests, and we urge investors to contact DTC or its Participants directly to discuss these matters.
DTC has advised the Issuer that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
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DTC has also advised the Issuer that, pursuant to procedures established by it:
1) upon deposit of the Global Note, DTC will credit the accounts of Participants pursuant to the corresponding letters of transmittal with portions of the principal amount of the Global Note; and
(2) ownership of these interests in the Global Note will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Note).
All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some jurisdictions, including certain states of the United States, require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of themselves and Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge or transfer such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.
Except as described below, owners of interests in the Global Note will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.
Payments in respect of the principal of, and interest and premium on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder of the Global Note under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Note, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:
(1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Note or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Note; or
(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
DTC has advised the Issuer that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.
Transfers between Participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds.
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DTC has advised the Issuer that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Note and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Note for legended Notes in certificated form, and to distribute such Notes to its Participants.
Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Note among Participants in DTC, DTC is under obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its Participants or Indirect Participants of their respective obligations under the rules and procedures governing DTC's operations.
Exchange of Global Note for Certificated Note
A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:
(1) DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Issuer fails to appoint a successor depositary within 90 days after the date of notice from DTC;
2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or
(3) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee or holders of a majority of the aggregate principal amount of the Notes so requests.
In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in the Global Note will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).
Exchange of Certificated Notes for Global Note
Certificated Notes may not be exchanged for beneficial interests in the Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.
Same Day Settlement and Payment
The Issuer will make payments in respect of the Notes represented by the Global Note (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Issuer will make all payments of principal, interest and premium with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. The Notes represented by the Global Note are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.
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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
CONSIDERATIONS
The following discussion summarizesis a summary of certain United States federal income tax considerations relating to the materialexchange of Original Notes for New Notes in the exchange offer. It does not contain a complete analysis of all the potential tax considerations relating to the exchange. This summary is limited to holders of Original Notes who hold the Original Notes as “capital assets” within the meaning of Section 1221 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (in general, assets held for investment). Special situations, such as the following, are not addressed: tax consequences to holders who may be subject to special tax treatment, under U.S. federal income tax law, including, without limitation,tax-exempt entities, dealers in securities or currencies, banks, other financial institutions, insurance companies, regulated investment companies, real estate investment trusts or regulated investment companies, traders in securities that elect to use amark-to-market method of accounting for their securities holdings or corporations that accumulate earnings to avoid United States federal income tax; tax consequences to persons holding notes as part of a hedging, integrated, constructive sale or conversion transaction or a straddle or other risk reduction transaction; tax consequences to holders whose “functional currency” is not the United States dollar; tax consequences to persons who hold notes through a partnership or similar pass-through entity; tax consequences to U.S. expatriates or entities covered by the anti-inversion rules under the Code, persons who actually or constructively own more than 10% of our stock by vote or value, persons subject to the base erosion and anti-abuse tax, or holders who are members of an exchange“expanded group” or modified expanded group” with the issuers within the meaning of old notesTreasury Regulations under Code Section 355; United States federal gift tax, estate tax, tax, the Medicare contribution tax with respect to net investment income or alternative minimum tax consequences, if any; or any state, local ornon-United States tax consequences. If an entity treated as a partnership for new notes pursuant to this exchange offer. ThisU.S. federal income tax purposes holds Original Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If a holder is a partnership or a partner in a partnership holding Original Notes, such holder should his, her or its tax advisors. The discussion below is based upon the provisions of the Internal Revenue Code, of 1986, as amended, theexisting and proposed Treasury regulations promulgated thereunder, and rulings, judicial authoritydecisions and administrative interpretations allthereunder, as of the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This discussion does not address all of the tax considerations thathereof. Those authorities may be relevantchanged, perhaps retroactively, so as to a particular holderresult in light of the holder's circumstances, or to certain categories of holders that may be subject to special rules. This summary does not consider anyUnited States federal income tax consequences arising under U.S. alternative minimumdifferent from those discussed below. Consequences of Tendering Original Notes The exchange of your Original Notes for New Notes in the exchange offer should not constitute an exchange for United States federal income tax law, U.S.purposes because the New Notes should not be considered to differ materially in kind or extent from the Original Notes. Accordingly, the exchange offer should have no United States federal gift and estate tax law or under the laws of any foreign, state, local or other jurisdiction. Each holder should consult its own independent tax advisor regarding its particular situation and the U.S. federal, state, local and foreignincome tax consequences of exchangingto you if you exchange your Original Notes for New Notes. For example, there should be no change in your tax basis and your holding period should carry over to the old notes for new notes and purchasing,New Notes. In addition, the United States federal income tax consequences of holding and disposing of the new notes, including the consequences of any proposed change in applicable laws. The exchange of old notes for new notes in the exchange offer will not constitute a taxable event for U.S. federal income tax purposes. Consequently, for such purposes, a holder will not recognize gain upon receipt of a new note in exchange for an old note in the exchange offer, the holder's adjusted tax basis (and adjusted issue price) in the new note received in the exchange offer willyour New Notes should be the same as its adjusted tax basis (and adjusted issue price) in the corresponding old note immediately before the exchange, and the holder's holding period in the new note will include its holding period in the old note.those applicable to your Original Notes.
THE PRECEDING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFERS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO PARTICULAR TAX CONSEQUENCES TO IT OF EXCHANGING ORIGINAL NOTES FOR NEW NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY PROPOSED CHANGES IN APPLICABLE LAWS.
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PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS
The exchange offerA broker-dealer that is not being made to, nor will we accept surrendersthe holder of old notesOriginal Notes that were acquired for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky lawsaccount of such jurisdiction.
The distributionbroker-dealer as a result of this prospectus and the offer and sale of the new notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectusmarket-making or any of the new notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the new notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the new notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.
Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer new notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:
•you are not our affiliate within the meaning of Rule 405 of the Securities Act;
•you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;
•if you are a broker dealer, you have not entered into any arrangement or understanding withother trading activities, other than Original Notes acquired directly from us or any of our affiliates to distribute the new notes; and
•you are acquiring the new notes in the ordinary course of your business.
If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:
•You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and
•in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.
This prospectus may be usedexchange such Original Notes for an offerNew Notes pursuant to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding old notes as a result of market-making activities or other trading activities may participate in the exchange offer. EachThis is true so long as each broker-dealer that receives new notesNew Notes for its own account in exchange for outstanding old notes,Original Notes, where such outstanding old notesOriginal Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution and Selling Restrictions" for more details regarding the transfer of new notes. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledgeacknowledges that it will deliver a prospectus in connection with any resale of such new notes.New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notesNew Notes received in exchange for old notesOriginal Notes where such old notesOriginal Notes were acquired as a result of market-making activities or other trading activities.
Table We have agreed that for a period of Contents180 days after consummation of the exchange offer or such time as any broker-dealer no longer owns any registrable securities, we will make this prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with any such resale. All dealers effecting transactions in the New Notes will be required to deliver a prospectus.
The Issuer and the guarantorsWe will not receive any proceeds from any sale of new notesNew Notes by broker-dealers.broker-dealers or any other holder of New notesNotes. New Notes received by broker-dealers for their own account pursuant toin the exchange offer may be sold from time to time in one or more transactions in theover-the-counter market, in negotiated transactions, through the writing of options on the new notesNew Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes.New Notes. Any broker-dealer that resells new notesNew Notes that were received by it for its own account as a result of market-making activities or other trading activities pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notesNew Notes may be deemed to be an "underwriter"“underwriter” within the meaning of the Securities Act, and any profit ofon any such resale of new notesNew Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittalinstruction states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter"“underwriter” within the meaning of the Securities Act.
The IssuerFor a period of 180 days after consummation of the exchange offer (or, if earlier, until such time as any broker-dealer no longer owns any registrable securities), we will promptly send additional copies of this prospectus and the guarantorsany amendment or supplement to this prospectus to any broker-dealer that reasonably requests such documents. We have agreed to pay all expenses incident to the exchange offer (includingand to our performance of, or compliance with, the expenses of one counsel for the holders of old notes) otherregistration rights agreements (other than commissions or concessions of any brokers or dealersdealers) and will indemnify the holders of old notesthe Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
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LEGAL MATTERS
The validity of the new notesNew Notes and related Note Guarantees offered herebyin this prospectus will be passed upon for usthe Issuers by HollandKirkland & KnightEllis LLP. Cades Schutte LLP Fort Lauderdale, Florida.addressed certain matters relating to Hawaii law, Greenberg Traurig, P.A. addressed certain matters relating to Florida law and Burr & Forman LLP addressed certain matters relating to South Carolina law.
EXPERTS
MVW The consolidated financial statements of ILG and its subsidiariesMVW appearing in Interval Leisure Group, Inc.'sMVW’s Annual Report (Form10-K) for the year ended December 31, 2015 (including the schedule appearing therein),2018, and the effectiveness of Interval Leisure Group, Inc. and subsidiaries'MVW’s internal control over financial reporting as of December 31, 20152018, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing. ILG The combinedconsolidated financial statements of the Vistana Signature Experiences, Inc. (Vistana Vacation Ownership Business) as of December 31, 2015 and 2014, and for each of the three yearsILG appearing in the period ended December 31, 2015, beginningILG’s Current Report on page F-1 of the prospectus filed by ILG with the SEC on March 18, 2016Form8-K dated June 5, 2018 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing thereon, included therein, and incorporated herein by reference. Such combinedconsolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
TableWHERE YOU CAN FIND MORE INFORMATION
The indentures governing the Notes provide that, regardless of Contentswhether they are at any time required to file reports with the SEC, the Issuers will file with the SEC and furnish to the holders of the Notes all such reports and other information as would be required to be filed with the SEC if the Issuers were subject to the reporting requirements of the Exchange Act; provided that, so long as MVW guarantees the obligations under the Notes, the reports of MVW filed with the SEC shall satisfy this requirement.
Interval Acquisition Corp.
OfferWhile any Notes remain outstanding, the Issuers will make available upon request to Exchange
$350,000,000 principal amountany holder and any prospective purchaser of 5.625% Senior Notes due 2023, which have been registeredthe information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which the Issuers are not subject to Section 13 or 15(d) of the Exchange Act. This prospectus contains summaries, believed to be accurate in all material respects, of certain terms of certain agreements regarding the Exchange Offers and the Notes (including but not limited to the indentures governing the Notes), but reference is hereby made to the actual agreements, copies of which will be made available to you upon request, for anycomplete information with respect thereto, and all of our outstanding 5.625% Senior Notes due 2023such summaries are qualified in their entirety by this reference. Any such request for the agreements summarized herein should be directed to Investor Relations, Marriott Vacations Worldwide Corporation, 6649 Westwood Blvd., Orlando, FL 32821,(407) 206-6000.
PROSPECTUS
, 2016
Each broker-dealer that receives exchange notes Any requests for its own account pursuant to the exchange offer must acknowledge that it will deliver aassistance or for additional copies of this prospectus, related materials or documents required in connection with any resalesurrenders of Original Notes for conversion should be directed to the applicable Exchange Agent at the address set forth below. A holder may also contact such exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for restricted notes where such restricted notes were acquired by such broker-dealer as a result of market-making activitiesholder’s broker, dealer, commercial bank, trust company or other trading activities. In addition, until nominee for assistance concerning the Exchange Offers. The 2023 Notes Exchange Agent is: HSBC Bank USA, National Association, as Exchange Agent 452 Fifth Avenue New York, NY 10018 Attn: Corporate Trust & Loan Agency Facsimile:212-525-1300 The 2026 Notes Exchange Agent is: The Bank of New York Mellon Trust Company, N.A., 2016, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.as Exchange Agent
c/o The Bank of New York Mellon Corporation Corporate Trust Operations – Reorganization Unit Table of Contents111 Sanders Creek Parkway
East Syracuse, NY 13057 Attn: Eric Herr Tel:
315-414-3362 Facsimile:732-667-9408 Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of OfficersDirectors and Directors
Officers Delaware Delaware Entities
The following registrants are corporations incorporated in the stateEach of Delaware: Interval Leisure Group,Marriott Ownerships Resorts, Inc., Interval Acquisition Corp.Marriott Vacations Worldwide Corporation, Marriott Kauai Ownership Resorts, Inc., Aqua-AstonMarriott Resorts Sales Company, Inc., MORI Residences, Inc., MTSC, Inc., MVW of Hawaii, Inc., MVW SSC, Inc., MVW US Holdings, Inc., Aqua Hospitality LLC,The Ritz-Carlton Development Company, Inc., The Ritz-Carlton Sales Company, Inc., The Ritz-Carlton Title Company, Inc., Aqua Hotels and Resorts, Inc., Aqua Hotels and Resorts Operator LLC,Aqua-Aston Holdings, Inc., CDP GP, Inc., CDP Investors, L.P., Cerromar Development Partners GP, Inc., Cerromar Development Partners, L.P., S.E., Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC, Highlands Inn Investors II, L.P., HT-Highlands, Inc., HTS-BC, L.L.C., HTS-Beach House, Inc., HTS-Beach House Partner, L.L.C., HTS-Coconut Point, Inc.,HTS-Ground Lake Tahoe, Inc.,HTS-Beach House, Inc.,HTS-Key West, Inc.; ,HTS-KW, Inc.,HTS-Lake Tahoe, Inc.,HTS-Loan Servicing, Inc.,HTS-Main Street Station, Inc.,HTS-San Antonio, L.P., HTS-San Antonio, Inc.,HTS-Sedona, Inc., HTS-Sunset Harbor Partner, L.L.C., HTS-Windward Pointe Partner L.L.C., HV Global Group, Inc., HV Global Management Corporation, HVC-Highlands, L.L.C., IIC Holdings, Incorporated, Interval Holdings, Inc., Management Acquisition Holdings, LLC, Resort Sales Services, Inc.; Vacation Ownership Lending GP, Inc., Vacation Ownership Lending, L.P., VOL GP, Inc., VOL Investors, L.P., Windward Pointe II, L.L.C.
Section 145 of the Delaware General corporation Law ("DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a "derivative action"), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director vote, stockholder vote, agreement or otherwise.
The certificates of incorporation of Aqua-Aston Holdings, Inc., HT-Highlands, Inc., HTS-Key West, Inc., HTS-Lake Tahoe, Inc., HV Global Group, Inc., HV Global Management Corporation, IIC Holdings, Incorporated, CDP GP,ILG Shared Ownership, Inc., Cerromar Development Partners, GP, Inc., HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-KW, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-Sedona, Inc., HTS-San Antonio, Inc.Interval Acquisition Corp., Interval Holdings, Inc., Vacation Ownership Lending, GP, Inc. and VOL GP,Kauai Blue, Inc., the amended and restated certificates of incorporation of Interval Acquisition Corp. and Interval Leisure Group, Inc., and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, Inc. each provide that no director shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:
•any breach of the director's duty of loyalty to the corporation or its stockholders;
•any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
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•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and
•any transaction from which the director derived an improper personal benefit.
The certificates of incorporation of Aqua-Aston Holdings, Inc., IIC Holdings, Incorporated and Interval Holdings, Inc., the amended and restated certificates of incorporation of Interval Leisure Group, Inc. and Interval Acquisition Corp. and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, Inc., also specifically provide that any repeal or amendment of such indemnification provisions shall not adversely affect the right or protection of a director existing prior to the time of such repeal or amendment.
The certificates of incorporation of HT-Highlands, Inc., HV Global Group, Inc., HTS-Key West, Inc., HV Global Management Corporation,, HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-KW, Inc., HTS-Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-Sedona,Resort Sales Services, Inc., Vacation Ownership Lending GP, Inc., andVistana Signature Experiences, Inc., Vistana Signature Network, Inc., VOL GP, Inc. provide that they shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant thereto.
The amended and restated certificate of incorporation of Interval Acquisition Corp., and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts,WVC Rancho Mirage, Inc., further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law. Interval Holdings, Inc.'s Certificate of Incorporation provides that the corporation shall have the power to provide the foregoing indemnification. Notwithstanding the foregoing, the Interval Acquisition Corp.'s Amended and Restated Certificate of Incorporation further provides that it shall only indemnify persons seeking indemnification as provided in this paragraph in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.
The certificate of incorporation of Aqua-Aston Holdings, Inc. provides that the corporation shall indemnify each person who was or is a party or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal administrative or investigative, by reason of the fact that such person, or a person of whom she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise against all expense, liability and loss (including attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law. Notwithstanding the foregoing, the certificate of incorporation of Aqua-Aston Holdings, Inc. further provides that it shall only indemnify persons seeking indemnification as provided in this paragraph in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.
Interval Leisure Group, Inc.'s Amended and Restated By-laws provide that, to the fullest extent authorized by the DGCL, as now in effect or as amended, it shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that
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such person, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or by reason of the fact such person, or a person of whom he or she is the legal representative is or was serving, at the corporation's request, as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan or other enterprise. To the extent authorized by the DGCL, Interval Leisure Group, Inc. will indemnify such persons against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such persons in connection with such service. Notwithstanding the foregoing, Interval Leisure Group, Inc. shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by its Board of Directors. IIC Holdings, Incorporated's By-laws provide the same indemnification rights as described in the proceeding sentences with respect to Interval Leisure Group, Inc.'s By-laws.
Aqua Hotels and Resorts, Inc.'s By-laws provide that it will indemnify the officers and directors against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in any action, suit or proceeding, to the extent such amounts may be indemnified under applicable laws, and pay to any officer or director, in advance of the final disposition of any civil or criminal action, suit or proceeding, the expenses incurred by such officer or director in defending such action, suit or proceeding.
The by-laws of CDP GP, Inc., Cerromar Development Partners GP, Inc., Vacation Ownership Lending GP, Inc. and VOL GP, Inc. provide that officers and directors shall be entitled to the rights of indemnification if by reason of such officer or director's corporate status he is, or is threatened to be made, a party to any threatened, pending or completed proceeding, other than a proceeding by or in the right of the corporation. In this situation, such officer or director will be indemnified against expenses, judgements, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The by-laws of CDP GP, Inc., Cerromar Development Partners GP, Inc., Vacation Ownership Lending GP, Inc. and VOL GP, Inc. further provide that officers and directors shall be entitled to the rights of indemnification if by reason of such officer or director's corporate status he is, or is threatened to be made, a party to any threatened, pending or completed proceeding brought by or in the right of the corporation to procure a judgment in its favor. In this situation, such officer or director will be indemnified against expenses actually and reasonably incurred by him or on his behalf in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Notwithstanding the foregoing, no indemnification against such expenses shall be made in respect of any claim, issue or matter in such proceeding as to which indemnitee shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification; provided however, that if applicable law so permits, indemnification against expenses shall nevertheless be made by the corporation in such event and only to the extent that the Court of Chancery of the State of Delaware, or in the court in which such proceeding shall have been brought or is pending, shall determine.
The by-laws of HT-Highlands, Inc., HTS-Beach House, Inc., HTS- Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-Key West Inc., HTS-KW, Inc., HTS- Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-San Antonio, Inc., and HTS-Sedona, Inc. provide for indemnification of its officers and directors to the extent permitted by the Delaware General Corporation Law. The bylaws of Interval Acquisition Corp., Interval Holdings, Inc. and Resort Sales Services, Inc. contain no provisions related to indemnification and, accordingly, the indemnification rights of its directors and officers are determined by the provisions described above.
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The second amended and restated limited liability company operating agreement of Grand Aspen Central, LLC, Kauai Lagoons Holdings LLC, and the limited liability company operating agreements of Grand Aspen Lodging,Marriott Ownership Resorts Procurement, LLC, HTS-BC,MH Kapalua Venture, LLC, MORI Golf (Kauai), LLC, MORI Member (Kauai), LLC, MORI Waikoloa Holding Company, LLC, MVW US Services, LLC, RBF, LLC, RCC (GP) Holdings LLC, RCDC 942, L.L.C., HTS-Beach House Partner,RCDC Chronicle LLC, The Cobalt Travel Company, LLC, The Lion & Crown Travel Co., LLC, The Ritz-Carlton Management Company, L.L.C. and HTS-Maui, L.L.C. provide that no officer or director shall be liable to the company or to any member (or to any affiliate thereof), for any losses, claims, damages, liabilities or expenses, including but not limited to reasonable attorney's fees, asserted against, incurred by the respective company or by any member (or by any affiliate thereof) in connection with any action taken or omitted by such officer or director within the scope of the authority conferred upon such officer or director by the applicable limited liability company agreement or the DelawareVolt Merger Sub, LLC, act, provided that such officer or director shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and that such officer or director shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The company indemnifies, holds harmless and agrees to defend each officer and director from and against any damages asserted by any person (whether against the company, any member or such director or officer) or otherwise incurred by such director or officer by reason of any act performed by such director or officer in accordance with the standards set forth in above or in enforcing the indemnities above.
The limited liability company operating agreements of HTS-Sunset Harbor Partner, L.L.C. and HTS-Windward Pointe Partner, L.L.C. provide that no officer or director shall be liable to the company or to any member (or to any affiliate thereof) for any losses, claims, damages, liabilities or expenses, including but not limited to reasonable attorney's fees, asserted against, incurred by the company or by any member (or by any affiliate thereof) in connection with any action taken or omitted by such officer or director within the scope of the authority conferred upon such officer or director by the limited liability company agreement or the Delaware LLC act, provided that such officer or director shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and that such officer or director shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The company indemnifies, holds harmless and agrees to defend each officer and director from and against any damages asserted by any person (whether against the company, any member or such director or officer) or otherwise incurred by such director or officer by reason of any act performed by such director or officer in accordance with the standards set forth in above or in enforcing the indemnities above. Notwithstanding anything to the contrary contained in the respective limited liability company agreements, the member shall have no personal liability with respect to the indemnities described above and any such indemnities shall be satisfied solely out of the assets of the company. The limited liability company agreement further provides that expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid out of company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company. Notwithstanding anything to the contrary contained in the respective limited liability company agreements, the member shall have no personal liability with respect to the indemnities described above and any such indemnities shall be satisfied solely out of the assets of the company. The limited liability company agreement further provides that expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid out of company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company.
The Amended and Restated Limited Liability Company Agreement of Aqua Hospitality LLC, and the Limited Liability Company Agreement of Management Acquisition Holdings, LLC provide that the company will indemnify and hold harmless the member, each manager and any and all of the member's affiliates (each an "indemnitee"), to the extent of their assets, for, from and against any liability,
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damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement of defense of such claims. Each agreement further provides that notwithstanding the forgoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon act or omissions in breach of the respective limited liability company agreement or which constitute fraud, gross negligence or willful misconduct.
The limited liability company operating agreement of Aqua Hotels and Resorts Operator LLC, provides that it shall indemnify, defend and hold harmless the managing member and each authorized person from and against any and all claims, demands, liabilities and expenses (including attorneys' fees and any amounts expended in the settlement of any such claim, demand, liability or expense) to the maximum extent permitted under theFOH Holdings, LLC, Act, except to the extent that any such claims, demands, liabilities or expenses arise as a result of the willful misconduct, gross negligence, intentional disregard of the terms of theFOH Hospitality, LLC, Agreement or fraud of the managing member or authorized person of the company, as the case may be. The company shall advance to the indemnified party the amount of such expenses and fees at the time they become due, unless the managing member makes a good faith reasonable determination that such indemnified party will not be entitled to indemnification according to the standard set forth above. If expenses have been advanced to the indemnified party and it is ultimately determined that such indemnified party did not meet the above standard then the amounts to the indemnified party shall be repaid by such indemnified party.
The limited liability company operating agreements of Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC, HPC Developer, LLC,HTS-BC, L.L.C.,HTS-Beach House Partner, L.L.C.,HTS-Maui, L.L.C.,HTS-San Antonio, L.L.C. and,HTS-Sunset Harbor Partner, L.L.C.,HTS-Windward Pointe Partner, L.L.C., Management Acquisition Holdings, LLC, Windward Pointe II, L.L.C. provide that the company shall indemnify, defend and hold harmless the member and the officers from and against any claims, causes of action, costs or expenses, including but not limited to reasonable attorneys fees, asserted against such person or incurred by such person in such capacity arising out of such person's status as such to the fullest extent permitted by law.
The partnership agreements of, R.C. Chronicle Building, L.P., RCC (LP) Holdings L.P., CDP Investors, L.P., Cerromar Development Partners, L.P., S.E.,HTS-San Antonio, L.P., Pelican Landing Timeshare Ventures Limited Partnership, Vacation Ownership Lending, L.P. and VOL Investors, L.P., contain no provisions related to indemnification and, accordingly, is formed or incorporated under the indemnification rightslaws of the directors and officers are determined by the provisions described above.State of Delaware.
The Partnership Agreement of Highlands Inn Investors II, L.P. provides that it will indemnify and hold harmless the general partner and each of its officers, directors, shareholders, employees, agents and affiliates against any loss, expense, damage or injury suffered by any such person by reason of any acts, omissions or alleged acts or omissions arising out its or their activities on behalfCorporations
Section 145 of the partnership or in furtherance of the interests of the partnership including, but not limited to, any judgment, award, settlement, reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceedings or claims, provided that the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claims are based were in good faith and were not performed or omitted in bad faith or as a result of gross negligence by or the willful misconduct of such indemnified party. The Partnership Agreement of HTS-San Antonio, L.P. provides that neither the general partner nor any person acting on its behalf pursuant to the Partnership Agreement shall be liable, responsible, or accountable in damages or otherwise to the partnership or to any partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the general partner by the Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act, provided that the general partner's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the general partner shall not be guilty of fraud, willful misconduct or gross negligence. The partnership will indemnify and hold harmless the general partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, reasonable
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attorneys' fees and expenses incurred by them by reason of any act performed by them in accordance with the standards above or in enforcing the provisions of this indemnity, provided, however, no partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the partnership, it being understood and agreed that a deficit balance in the capital account of a partner shall not be deemed an asset of the partnership for these purposes.
Florida Entities
The following registrants are business entities formed under Florida law: Aston Hotels & Resorts Florida, LLC, Beach House Development Partnership; HV Global MarketingGeneral Corporation HVO Key West Holdings, Inc., ILG International Holdings, Inc., ILG Management, LLC, International Holdings, Inc., Interval International, Inc., Interval Resort & Financial Services, Inc., Interval Software Services, LLC, Key Wester Limited, Resort Management Finance Services, Inc., S.O.I. Acquisition Corp., Sunset Harbor Development Partnership, Worldex Corporation and Worldwide Vacation & Travel, Inc.
Under Section 607.0831 of the Florida Business Corporation Act (the "FBCA"), a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless:
•the director breached or failed to perform his duties as a director; and
•the director's breach of, or failure to perform, those duties constitutes:
•a violation of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;
•a transaction from which the director derived a direct or indirect improper personal benefit;
•a circumstance under which the liability provisions of §607.0834 relating to unlawful distributions are applicable;
•in a derivative action, conscious disregard for the best interest of the corporation or willful misconduct; or
•in a proceeding other than a derivative action or by a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
Under Section 607.0850 of the FBCA,Law authorizes a corporation may indemnify any person who was or is a party to any proceeding (other than a derivative action), due to serving as a director, officer, employee, or agent of the corporation or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
In addition, under Section 607.0850 of the FBCA, a corporation may indemnify any person, who was or is a party to any derivative action due to serving as director, officer, employee, or agent of the corporation or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding. Such indemnification is authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the
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corporation; however, no indemnification can be made in respect of any matter as to which such person is adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, has determined that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.
The FBCA provides that its indemnification and advancement provisions are not exclusive of any other or further indemnification or advancement of expenses arrangements under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, no indemnification or advancement will be made to or on behalf of any director, officer, employee or agent if a final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 regarding unlawful distributions are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a derivative action or in a proceeding by or in the right of a shareholder.
Under section 608.4229 of the Florida Limited Liability Company Act (FLLCA), a limited liability company may indemnify any member, manager or other person from and against any and all claims and demands unless a final adjudication establishes that the actions, or omissions to act, of such person were material to the cause of action adjudicated and constitute any of the following:
•a violation of criminal law, unless such person had no reasonable cause to believe such conduct was unlawful;
•a transaction from which such person derived an improper personal benefit;
•a circumstance under which the liability provisions of section 608.426 of the FLLCA regarding improper distributions of property and the impairment of capital are applicable; or
•willful misconduct or a conscious disregard for the best interests of the company in a derivative action or in a proceeding by or in the right of a member.
The limited liability company operating agreements of Aston Hotels & Resorts Florida, LLC and ILG Management, LLC provide that the company will indemnify, defend and hold harmless the member, each manager and any and all of the member's affiliates (each, an "indemnitee"), to the extent of its assets, against any liability, damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of the company's operating agreement or which constitute fraud, gross negligence or willful misconduct. Amounts incurred by an indemnitee in connection with any action or suit arising out of or in connection with company affairs shall be reimbursed by the company. No indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the company for any act or omission performed or omitted by such indemnitee in connection with the company or its business.
The Amended and Restated By-laws of Interval International, Inc. require that, to the extent permitted by law, it indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, of any nature, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or
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agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation or enterprise. Such person shall be indemnified against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees). These indemnification rights are not exclusive of any other rights to indemnification of liabilities to which such person may be entitled under any written agreement, Board resolution, vote of shareholders or law.
The Articles of Incorporation and By-laws of Interval Resort & Financial Services, Inc. provide that, to the extent permitted by law, the corporation will indemnify any person, or his heirs, or his personal representative who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation must reimburse a director, officer, employee, or agent for all costs and expenses, including attorneys' fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with its By-laws. These indemnification rights are not exclusive of any other indemnification rights to which such person may otherwise be entitled.
The Amended and Restated Articles of Organization and Operating Agreement of Interval Software Services, LLC provide that it will indemnify any person who was or is a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action) by reason of the fact that he is or was a member, manager, officer, employee or agent of Interval Software Services or is or was serving at its request against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.
Interval Software Services will not indemnify or pay the expenses of any person if a judgment establishes that the actions, or omissions to act, of such person were material to the cause of action so adjudicated and constitute any of the following:
•a violation of criminal law, unless the person had no reasonable cause to believe such conduct was unlawful;
•a transaction from which such person derived an improper personal benefit;
•in the case of a member, a circumstance under which the liability provisions for improper distribution of property of the company or impairment of the capital of the company are applicable under Section 608.426 of the Florida Limited Liability Company Act; or
•willful misconduct or a conscious disregard for the best interests of the company in a derivative action or in a proceeding by or in the right of a member.
These indemnification rights are not exclusive of any other indemnification rights to which those seeking indemnification may be entitled under the company's Operating Agreement or otherwise.
The Articles of Incorporation of HV Global Marketing Corporation provide that it will indemnify any officer or director, or any former officer or director, to the fullest extent permitted by law.
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The Limited Liability Company Agreement of HVO Key West Holdings provides that it will indemnify and hold harmless, to the fullest extent permitted by law, each Member, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the Member, and any officer, employee, representative or agent of the Company (each a "Covered Person") from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative ("Claims"), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person's rights to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by the Limited Liability Company Agreement. The Limited Liability Company Agreement further provides that any repeal or modification of the indemnification provisions contained in the Limited Liability Agreement by the Member shall not adversely affect any rights of such Covered Person pursuant to the Limited Liability Company Agreement, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. None of the Covered Persons shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, the Limited Liability Company Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
The Articles of Incorporation and By-laws ILG International Holdings, Inc. provide that the corporation shall indemnify any person who was or is a party or threatened to be made a party to any proceeding by reason of the face that the person is or was a director of officer of the corporation, or is or was serving at the request of the corporation as a director, office, employee or agent of any other corporation or enterprise, against any liability and any expense (including but not limited to counsel fees) where such liability or expense is incurred by such person in connection with any proceeding, which includes any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative. Such rights of indemnification shall not be deemed exclusive of any other rights under any written agreement, Board resolution, vote of shareholders or law.
The Articles of Incorporation and By-laws Resort Management Finance Services, Inc. and the Articles of Incorporation of S.O.I. Acquisition Corp. provide that they will, to the fullest extent legally permissible under the provisions of the FBCA, by indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person's official capacity and as to action in any other capacity while holding such office. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified
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may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.
The By-laws of S.O.I. Acquisition Corp. provide that the Corporation shall to the fullest extent permitted by law, indemnify any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of any other corporation or enterprise with respect to liabilities and expenses arising from such proceeding, against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees) and the corporation shall advance to such person in connection with any proceeding. The term "Proceeding" includes any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative. Such rights of indemnification and the advancement of expenses shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law. The corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including, without limitation, the requirements of Section 607.0850, Florida Statutes.
The By-laws of Resort Management Finance Services, Inc. provide that it will, to the fullest extent provided by law, indemnify any director or officer against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine or excise tax assessed with respect to an employee benefit plan) and any expense (including but not limited to counsel fees), and it will advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any written agreement or Board resolution, vote of the shareholders or law.
The Articles of Incorporation and By-laws of Worldex Corporation provide that it will indemnify any current or former officer, director or legal counsel in any proceeding brought against him by reason of the fact that he is or was a director, officer or employee retained to provide legal counsel to Worldex, or is or was serving at its request as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In addition, the Delaware General Corporation Law does not permit indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys'attorneys’ fees, actually and reasonably incurred by himsuch person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully
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defended. The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director | (i) | for any breach of the director’s duty of loyalty to the corporation or its stockholders, |
| (ii) | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, |
| (iii) | for unlawful payments of dividends or unlawful stock purchases or redemptions, or |
| (iv) | for any transaction from which the director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States. |
The bylaws of each of Marriott Ownerships Resorts, Inc., Marriott Vacations Worldwide Corporation, Marriott Kauai Ownership Resorts, Inc., Marriott Resorts Sales Company, Inc., MORI Residences, Inc., MTSC, Inc., MVW of Hawaii, Inc., MVW SSC, Inc., MVW US Holdings, Inc., The Ritz-Carlton Development Company, Inc., The Ritz-Carlton Sales Company, Inc., The Ritz-Carlton Title Company, Inc., Aqua Hotels and Resorts, Inc., Aqua-Aston Holdings, Inc., CDP GP, Inc., Cerromar Development Partners GP, Inc.,HT-Highlands, Inc.,HTS-Coconut Point, Inc.,HTS-Ground Lake Tahoe, Inc.,HTS-Beach House, Inc.,HTS-Key West, Inc.,HTS-KW, Inc.,HTS-Lake Tahoe, Inc.,HTS-Loan Servicing, Inc.,HTS-Main Street Station, Inc.,HTS-San Antonio, Inc.,HTS-Sedona, Inc., HV Global Group, Inc., HV Global Management Corporation, IIC Holdings, Incorporated, ILG Shared Ownership, Inc., Interval Acquisition Corp., Interval Holdings, Inc., Kauai Blue, Inc., Vacation Ownership Lending GP, Inc., Vistana Signature Experiences, Inc., VOL GP, Inc. and WVC Rancho Mirage, Inc. (the “Delaware Corporations”) require that each Delaware Corporation, to the fullest extent authorized by the Delaware General Corporation Law, indemnify any person who was or is made a party or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she was a serving as a director, officer, employee or agent of such Delaware Corporation. Limited Liability Companies Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement. The limited liability company agreements of Kauai Lagoons Holdings LLC, Marriott Ownership Resorts Procurement, LLC, MH Kapalua Venture, LLC, MORI Golf (Kauai), LLC, MORI Member (Kauai), LLC, MORI Waikoloa Holding Company, LLC, MVW US Services, LLC, RBF, LLC, RCC (GP) Holdings LLC, RCDC 942, L.L.C., RCDC Chronicle LLC, The Cobalt Travel Company, LLC, The Lion & Crown Travel Co., LLC, The Ritz-Carlton Management Company, L.L.C., Volt Merger Sub, LLC, Aqua Hospitality LLC, Aqua Hotels and Resorts Operator LLC, FOH Holdings, LLC, FOH Hospitality, LLC, Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC, HPC Developer, LLC,HTS-BC, L.L.C.,HTS-Beach House Partner, L.L.C.,HTS-Maui, L.L.C.,HTS-San Antonio, L.L.C.,HTS-Sunset Harbor Partner, L.L.C.,HTS-Windward Pointe Partner, L.L.C., Management Acquisition Holdings, LLC and Windward Pointe II, L.L.C. (each, a “Delaware LLC”) provide that any member, manager, director, officer, employee or agent or their respective affiliates, as applicable, who, in such capacity, engages or has engaged in activities on behalf of the applicable Delaware LLC, shall be indemnified and held harmless by such Delaware LLC to the fullest extent permitted by law from and against any losses, damages, expenses, including attorneys’ fees, judgments and amounts paid in settlement actually and reasonably incurred by or in connection with any claim, action, suit or proceeding to which such indemnifiable person is or was a party or is threatened to be made a party by reason of the fact that such person is or was engaged in activities on behalf of such Delaware LLC. Notwithstanding the foregoing, no indemnification is available under the limited liability company agreement of any of the Delaware LLCs in respect of any such claim adjudged to be primarily the result of bad faith, willful misconduct or fraud of an indemnifiable person. II-2
Any act or omission by an indemnifiable person done in reliance upon the opinion of independent legal counsel or public accountants selected with reasonable care shall not constitute bad faith, willful misconduct, or fraud on the part of such indemnifiable person. Payment of these indemnification obligations shall be made from the assets of the applicable Delaware LLC and the members shall not be personally liable to an indemnifiable person for payment of indemnification. Limited Partnerships Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement. The limited partnership agreements of R.C. Chronicle Building, L.P., RCC (LP) Holdings L.P.,HTS-San Antonio, L.P. and Pelican Landing Timeshare Ventures Limited Partnership (the “Delaware Limited Partnerships”) provide that a general partner of such limited partnership who, in such capacity, engages or has engaged in activities on behalf of the applicable Delaware Limited Partnership, shall be indemnified and held harmless by such Delaware Limited Partnership against any losses, judgments, settlements, fines, liabilities and expenses, including reasonable attorneys’ fees, incurred by reason of any act or omission performed or omitted in good faith on behalf of such Delaware Limited Partnership and in a manner reasonably believed by such General Partner to be within its scope of authority. The Delaware Limited Partnerships may also indemnify their respective employees and other agents who to the fullest extent permitted by law. Florida Each of Coconut Plantation Partner, Inc., Data Marketing Associates East, Inc., HV Global Marketing Corporation, Interval International, Inc., Interval Resort & Financial Services, Inc., Lagunamar Cancun Mexico, Inc., Resort Management Finance Services, Inc., S.O.I. Acquisition Corp., Scottsdale Residence Club, Inc., St. Regis New York Management, Inc., St. Regis Residence Club, New York Inc., Vacation Title Services, Inc., VCH Communications, Inc., VCH Consulting, Inc., VCH Systems, Inc., Vistana Acceptance Corp., Vistana Aventuras, Inc., Vistana Development, Inc., Vistana Management, Inc., Vistana Portfolio Services, Inc., Vistana PSL, Inc., Vistana Residential Management, Inc., Vistana Vacation Ownership, Inc., Vistana Vacation Realty, Inc., VSE Development, Inc., VSE East, Inc., VSE Mexico Portfolio Services, Inc., VSE Pacific, Inc., VSE Trademark, Inc., VSE Vistana Villages, Inc., VSE West, Inc., Westin Sheraton Vacation Services, Inc., Worldwide Vacation & Travel, Inc., Aston Hotels & Resorts Florida, LLC, Flex Collection, LLC, HVO Key West Holdings, LLC, ILG Management, LLC, Interval Software Services, LLC, Sheraton Flex Vacations, LLC, Beach House Development Partnership and Key Wester Limited is formed or incorporated under the laws of the State of Florida. Corporations Section 607.0850 of the Florida Business Corporation Act (“FBCA”) permits, in general, a Florida corporation to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or served another entity in any capacity at the request of the corporation, against liability incurred in connection with such proceeding, including any appeal thereof, if such director, officer or legal counselperson acted in good faith and in a manner he or she reasonably believed to be within the scope of his authority and in, or not opposed to, the best interest of Worldexthe corporation and, in criminal actions or proceedings, additionally had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred by such person in connection with the defense or settlement of such proceeding, including any criminalappeal thereof, if such person acted in good faith and in a II-3
manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper. Section 607.0850(6) of the FBCA permits the corporation to pay such costs or expenses in advance of a final disposition of such action or proceeding without reasonable grounds for beliefupon receipt of an undertaking by or on behalf of the director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification under the FBCA. Section 607.0850 of the FBCA provides that such action was unlawful. Thesethe indemnification rights areand advancement of expense provisions contained in the FBCA shall not be deemed exclusive of any other indemnification rights to which any such persona director or officer seeking indemnification or advancement of expenses may otherwise be entitled. The By-laws,articles of incorporation or bylaws, as amended,applicable, of Worldwideeach of Coconut Plantation Partner, Inc., Data Marketing Associates East, Inc., HV Global Marketing Corporation, Interval International, Inc., Interval Resort & Financial Services, Inc., Lagunamar Cancun Mexico, Inc., Resort Management Finance Services, Inc., S.O.I. Acquisition Corp., Scottsdale Residence Club, Inc., St. Regis New York Management, Inc., St. Regis Residence Club, New York Inc., Vacation & Travel,Title Services, Inc. provide, VCH Communications, Inc., VCH Consulting, Inc., VCH Systems, Inc., Vistana Acceptance Corp., Vistana Aventuras, Inc., Vistana Development, Inc., Vistana Management, Inc., Vistana Portfolio Services, Inc., Vistana PSL, Inc., Vistana Residential Management, Inc., Vistana Vacation Ownership, Inc., Vistana Vacation Realty, Inc., VSE Development, Inc., VSE East, Inc., VSE Mexico Portfolio Services, Inc., VSE Pacific, Inc., VSE Trademark, Inc., VSE Vistana Villages, Inc., VSE West, Inc., Westin Sheraton Vacation Services, Inc. and REP Holdings, Ltd. (the “Florida Corporations”), require that it willeach Florida Corporation, to the fullest extent authorized by the FBCA, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative and whether or not a derivative action, by reason of the fact that hethe person is or was a director, officer, employee, or employee retainedagent of the Corporation, with respect to provide legal counselliabilities and expenses arising from such proceedings. Limited Liability Companies Section 605-0408 of the Florida Revised Limited Liability Company Act (the “FRLLCA”) provides that a limited liability company shall have the power to Worldwide Vacation & Travel,(i) reimburse a manager of a manager-managed company for any payment made by the manager in the course of the manager’s activities on behalf of the company and (ii) subject to certain exceptions, indemnify and hold harmless a person with respect to a claim or isdemand against such person or was serving at its requesta debt, obligation or other liability incurred by such person by reason of such person’s former or present capacity as a director, officermanager, if the manager complies with certain provisions of the standards of conduct under the FRLLCA including fiduciary duties of loyalty and care. The limited liability company agreements of Aston Hotels & Resorts Florida, LLC, Flex Collection, LLC, HVO Key West Holdings, LLC, ILG Management, LLC, Interval Software Services, LLC and Sheraton Flex Vacations, LLC provide that, to the extent permitted by Florida law, the company shall indemnify, as applicable, members, managers, officers, employees, representatives or legal counselagents of another corporation,the company against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with an action and require the company, subject to certain limitations, to advance expenses incurred in defending any such action. Limited Partnerships Section 620.1303 of the Florida Revised Uniform Limited Partnership Act (the “FRULPA”) provides that a limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership joint venture, trustsolely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. II-4
The Beach House Development Partnership Joint Venture Agreement provides that each Venturer (as defined therein) indemnifies and holds the other Venturers harmless from and against any liability, claim, damage, action or obligation for any liability or obligation of the Joint Venture in excess of each other enterprise,Venturer’s respective percentage interest of any such losses. The Tax Matters Partner is indemnified against any and all judgments, fines, amounts paid in settlement, and expenses including attorneys' fees, actually and reasonably incurred by him as a result of suchin any civil, criminal, or investigative proceeding if such person acted in good faith in a manner he reasonably believedwhich it is involved or threatened to be withininvolved by reason of being the scope of his authority and inTax Matters Partner for the best interest of the corporation and, in any criminal proceeding, without reasonable grounds for belief that such action was unlawful. These indemnification rights are not exclusive of any other indemnification rights to which those seeking indemnification may otherwise be entitled.partnership. II-10
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The Agreement of Limited Partnership of Key Wester Limited provides that neitherallows for indemnification of the general partner nor any personGeneral Partner and those acting on its behalf pursuant to such Agreement shall be liable, responsible, or accountable in damages or otherwise to the partnership or to any partner for anyextent the acts or omissions performed or omitted to be performed by themare within the scope of the authority conferred uponby the general partner by this agreementAgreement and the Florida Revised Uniform Partnership Act. The partnership will indemnify and hold harmless the general partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, attorneys' fees and expenses incurred by them by reasonFRULPA. Hawaii Each of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the partnership, it being understood and agreed that a deficit balance in the capital account of a partner shall not be deemed an asset of the partnership for these purposes. Hawaii Entities The following registrants are business entities organized underVacation Title Services, Inc., Vistana Hawaii law:Management, Inc., Vistana Vacation Services Hawaii, Inc., REP Holdings, Ltd., Aqua Hotels & Resorts, LLC, Aqua Luana Operator LLC, Aqua-Aston Hospitality, LLC, Diamond Head Management LLC, Hotel Management Services LLC, Kai Management Services LLC, Maui Condo and Home, LLC Paradise Vacation Adventures, LLC,and RQI Holdings, LLC and REP Holdings, LTD.is formed or incorporated, as applicable, under the laws of the State of Hawaii.
Sections 414-242 through 414-248Corporations
Section 242 of the Hawaii Business Corporation Act, Chapter 414, Hawaii Revised Statutes (the "HBCA"“HBCA”) provideprovides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director or officer against liability incurred in the proceeding if: •(a) the individual conducted himself or herself in good faith, and (b) the individual reasonably believed:
•- believed (i) in the case of conduct of official capacity, that
the individual'shis or her conduct was in the best interests of the corporation;corporation, and
•- (ii) in all other cases, that
the individual'shis or her conduct was at least not opposed to the best interests of the corporation;corporation, and
•- (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe
the individual'shis or her conduct was unlawful; or
•the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation. Aincorporation, subject to the provisions of HBCA Section 32(b)(5) which prohibit corporations from indemnifying directors against liability for (a) receipt of a financial benefit to which the director is not entitled, (b) an intentional infliction of harm on the corporation willor its shareholders, (c) approving an unlawful distribution to shareholders under Section 223 of the HBCA, or (d) an intentional violation of criminal law.
HBCA Section 243 provides that a corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because hethe director was a director or officer of the corporation against reasonable expenses incurred by himthe director in connection with the proceeding. Under theIn addition, pursuant to HBCA Section 244, before final disposition of a proceeding, a corporation may not indemnifyalso advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director, if the director delivers to the corporation:
a written affirmation of the director’s good faith belief that (a) he or she has met the relevant standard of conduct described in HBCA Section 242 (referred to above), or (b) the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation, subject to the provisions of HBCA Section 32(b)(4) which prohibit corporations from eliminating directors’ liability for (i) receipt of a financial benefit to which the director is not entitled, (ii) an intentional infliction of harm on the corporation or its shareholders, (iii) approving an unlawful distribution to shareholders, or (iv) an intentional violation of criminal law; and II-5
the director’s written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under HBCA Section 243 (referred to above) and it is ultimately determined under Section 245 (referred to below) or 246(non-court determination methods) of the HBCA that the director has not met the relevant standard of conduct described in HBCA Section 242 (referred to above). Pursuant to HBCA Section 245, a director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. The court shall order indemnification or an advance for expenses (if applicable) upon determining that the director is entitled to mandatory indemnification under HBCA Section 243 (referred to above) or that such indemnification or advance is authorized by the corporation’s articles of incorporation or bylaws or is otherwise fair and reasonable in view of all the relevant circumstances. HBCA Section 247 provides that a corporation may indemnify and advance expenses for an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director, except for liability in connection with a proceeding by or in the right of the corporation except for(other than reasonable expenses incurred in connection with the proceeding if itproceeding). An officer is determined thatalso entitled to mandatory indemnification and may apply to a court for indemnification or an advance of expenses to the same extent as a director has met the relevant standardpursuant to HBCA Sections 243 and 245 (referred to above). The bylaws of conduct described above, or (ii) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. Hawaii's statutory provisions regarding limited liability companieseach of Hawaii Vacation Title Services, Inc., Vistana Hawaii Management, Inc., and Vistana Vacation Services Hawaii, Inc. provide that unless otherwise set forthsuch corporation (a) shall have the power to indemnify all directors, officers, employees, and agents of such corporation and (b) shall advance expenses reasonably incurred by such persons in the entity's operating agreement, a memberdefending any civil, criminal, administrative or manager of the company will not be personally liable for any debt, obligation,investigative action, suit, or liability of the company solely by reason of being or acting as a member or a manager. A member of a limited liability company will be liableproceeding, in his capacity as a member for all specified debts, obligations, or liabilities of the company; however, if (i) a provision to
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that effect is contained in the articles of organization,accordance with and (ii) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision. Unless otherwise set forth in the entity's operating agreement, a limited liability company will indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.
The operating agreement of Aqua Luana Operator LLC provides that it shall indemnify and hold harmless the members holding not less than a majority of all of the membership interests from and against all claims and demands to the maximumfullest extent permitted by the Hawaii Uniform Limited Liability Company Act ("HULLCA").applicable law.
The first amended operating agreements of Diamond Head Management LLC, Hotel Management Services LLC and Kai Management Services LLC and the second amended operating agreement of Aqua Hotels & Resorts, LLC provide that they shall indemnify and hold harmless the manager and each officer and agent of the company from and against all claims and demands to the maximum extent permitted by the HULLCA. The Articles of Incorporation and By-lawsbylaws of REP Holdings, Ltd. provide that it willthe corporation shall indemnify each person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action) ifits directors, officers, employees, and agents and persons serving, at the person is or was a director, officer, employee or agent of REP Holdings or of any divisionrequest of the corporation, or is or was serving at its request as a director, officer, employee or agentsuch of another corporation, partnership, joint venture, trust or other enterprise. Such person will beentity. However, the bylaws impose a requirement that the indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the person'sperson’s conduct was unlawful.
In addition, REP Holdings will indemnify each Indemnification is also mandatory for a person who wassuccessful on the merits or isotherwise. With respect to a partysuit by or is threatened to be made a party to any threatened, pending or completed derivative action because that person is or was a director, officer, employee or agentin the right of the corporation, or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of the actionbylaws provide for no indemnification if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification will be made, however, in respect of any matter as to which the person has beenis adjudged to be liable for negligence or misconduct inunless the performance of the person's duty to the corporation unless it is determined by court in which the action or suit was brought that, despite the adjudication of liability,shall determine the person is fairly and reasonably entitled to indemnityindemnity. The bylaws permit advancement of expenses upon receipt of an undertaking as required by statute.
Limited Liability Companies Pursuant to Section 403 of the Hawaii Uniform Limited Liability Company Act, Chapter 428, Hawaii Revised Statutes (the “HULLCA”), a limited liability company must reimburse its members or managers for expenses whichpayments made and must indemnify them for liabilities incurred by them in the courtordinary course of business of the company or for the preservation of the company’s business or property. In addition, HULLCA Section 103 provides that, subject to certain exceptions, all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. The operating agreements of each of Aqua Hotels & Resorts, LLC, Hotel Management Services LLC, and Kai Management Services LLC provide that the manager and each member shall deem proper.be indemnified to the fullest extent permitted by law unless such person’s liability, loss, damage, or expense resulted from such person’s fraud, gross negligence, reckless or intentional misconduct, or a knowing violation of law. These indemnification rightsoperating agreements are not exclusivesilent as to indemnification of any other indemnification rightsemployee or agent of the company and are also silent with respect to which such person may otherwise be entitled.advancement of expenses. II-6
The amended and restated operating agreements of each of Aqua-Aston Hospitality, LLC, Maui Condo and Home, LLC, and RQI Holdings, LLC provide that the company, willits receiver, or trustee shall indemnify defend and hold harmless each manager, member, officer, director, stockholder, partner, employee, representative,of the managers, member(s), or agentthe officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing (each, a "Covered Person"“Covered Person”) from and againstexcept with respect to any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative, or investigative (each, a “Claim”), in which the Covered Person may be involved, or threatened to be involved, by reason of its management of the affairs of the company or which relates to or arises out of the company or its property, business, or affairs. A Covered Person will not be entitled to indemnification under this provision with respect to any claim in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, II-12
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willful misconduct, bad faith, gross negligence, or breach of a fiduciary duty to the company or any member. NoSuch operating agreements also provide for advancement of expenses upon receipt of an undertaking by the Covered Person is liable to repay under certain circumstances. The operating agreement of Aqua Luana Operator LLC provides that the company shall indemnify the members holding not less than a majority of all of the membership interests. It is silent as to indemnification of any minority member, employee, or any other person for any act or omission relating toagent of the company and is also silent with respect to advancement of expenses. The operating agreement of Diamond Head Management LLC provides that the conduct of its business takencompany shall indemnify each officer, provided that the company’s indemnification obligations shall extend only to acts or omissions performed or omitted by an officer in good faith by a Covered Person and in the reasonable belief that such actthe acts or omission isomissions were in the company’s interest or not contraryopposed to the best interestsinterest of the company. It is silent as to indemnification of any manager, member, employee, or agent of the company provided that such act or omissionand is not found byalso silent with respect to advancement of expenses. South Carolina Corporations Article 5 of Chapter 8 of Title 33 of the South Carolina Business Corporation Act of 1988 (the “Act”) governs the rights and obligations of a courtcorporation with respect to indemnification of competent jurisdiction to constitute fraud, willful misconduct, bad faith, gross negligence, or breach of fiduciary duty to the company or its member(s). The HBCA provisions summarized above determine the indemnification rights of its directors and officers of Paradise Vacation Adventures, LLC.the corporation.
Directors—UnderNorth Carolina EntitiesSection 33-8-510(a) The following registrants are corporations incorporated in the state of North Carolina: Meragon Financial Services, Inc. and Meridian Financial Services, Inc.
Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act, (the "NCBCA") permit a corporation tomay indemnify its directors, officers, employees or agents who were, are, or are threatened to bean individual made a party to any threatened, pendinga proceeding because he is or completed legal action if suchwas a director officer, agent or employee:
•- against liability incurred in the proceeding if: (1) he conducted himself in good faith;
•- and (2) he reasonably
believed that hisbelieved: (i) in the case of conduct in his official capacity with the corporation, was in the best interests of the corporation or, in all other cases, his conduct at least was not opposed to the corporation's best interests; and
•in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
A corporation may not indemnify a director, officer, agent or employee under the statutory scheme in connection with a derivative action in which the director, officer, agent or employee was adjudged liable to the corporation or in connection with a proceeding in which a director, officer, agent or employee was adjudged liable on the basis of having received an improper personal benefit. Unless limited by the corporation's articles of incorporation, the NCBCA requires a corporation to indemnify a director or executive officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party because he is or was a director of the corporation against reasonable expenses incurred in connection with the proceeding.
In addition, Section 55-8-57 of the NCBCA permits a corporation to indemnify or agree to indemnify any of its directors, officers, employees or agents against liability and expenses (including counsel fees) in any proceeding (including derivative actions) arising out of their status as such or their activities in any of such capacities provided, however, that a corporation may not indemnify or agree to indemnify a person against liability or expenses such person may incur on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation.
Meragon Financial Services, Inc.'s By-laws provide that any person who at any time serves or has served as a director, officer, employee, or agent of Meragon has the right to be indemnified by Meragon to the fullest extent permitted by law against: (i) reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with any threatened, pending completed action, suit or proceedings, whether civil, criminal, administrative, or investigative and whether or not a derivative action, brought by reason of the fact that the person is or was acting as a director, officer, employee, or agent of Meragon, and (ii) reasonable payments made by the person in satisfaction of any
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judgment, money, decree, fine, penalty or settlement for which the person may have become liable in any such action.
Meridian Financial Services, Inc.'s Articles of Incorporation contain no provisions regarding indemnification and, accordingly, the provisions of the NCBCA summarized above determine the indemnification rights of its directors and officers.
Texas Entity
The following registrant is a limited liability company formed in the state of Texas: HTS-Wild Oak Ranch Beverage, LLC.
Section 101.402 of the Texas Business Organizations Code provides that a Texas limited liability company may
•indemnify a person;
•pay in advance or reimburse expenses incurred by a person; and
•purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person.
For the purposes of Section 101.402 of the Texas Business Organizations Code, a person includes a member, manager, or officer of a limited liability company or an assignee of a membership interest in the company. In addition, Section 101.401 of the Texas Business Organizations Code provides that the company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.
The Regulations of HTS-Wild Oak Ranch Beverage, LLC provide that neither the member, nor any officer, director, manager, partner, principal, equity holder, employee or affiliate of a member or the company, as the case may be, (each, an "indemnified person") shall be liable, responsible or accountable, whether director or indirectly, in contract, tort or otherwise, to the company or to the member (or any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys' fees (collectively, "Damages") asserted against, suffered or incurred by the company or by the member (or an affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the indemnified person within the scope of the authority conferred upon such indemnified person by the Regulations or TBOC, provided that such indemnified person shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and, provided further, that such indemnified person shall not have engaged in fraud, willful misconduct or gross negligence. The company indemnifies and holds harmless and agrees to defend each indemnified party from and against any damages asserted by any person (whether against the company, the member or such indemnified person) or otherwise incurred by such indemnified person by reason of any act performed by such by such indemnified person in accordance with the standards above or in enforcing the provisions of the indemnities described above. Notwithstanding anything to the contrary contained in the Regulations, the member shall not have any personal liability with respect to the indemnities set forth above, and any such indemnities shall be satisfied solely out of assets of the company. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company. The Regulations further provide that the exculpation of liability and indemnification provided above shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, vote of the member or otherwise.
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Utah Entity
The following registrant is a corporation incorporated in the state of Utah: Owners' Resorts and Exchange, Inc.
Pursuant to Section 902 of the Utah Revised Business Corporation Act ("URBCA"), a Utah corporation may indemnify a person who is or was a party in any proceeding because the person is or was a director of the corporation against liability incurred with respect to a proceeding if:
•the conduct of the person was in good faith;
•the person reasonably believed that such conduct was in, or not opposed to, the best interests of the corporation; and
•in the case of any criminal proceeding, the person had no reasonable cause to believe the person's conduct was unlawful.
Section 902 of the URBCA provides that indemnification of a director in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in the proceeding. In addition, the corporation may not indemnify a director in connection with a proceeding in which the director was adjudged liable to the corporation. Pursuant to Section 903 of the URBCA, a Utah corporation, unless limited by its articles of incorporation, must indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by such person in connection with the proceeding. Pursuant to Section 907 of the URBCA, unless a corporation's articles of incorporation provide otherwise, a Utah corporation may indemnify an officer, employee, fiduciary or agent of the corporation to the same extent as a director.
The Amended and Restated Articles of Incorporation of Owners' Resorts and Exchange, Inc. provide that directors have no personal liability whatsoever to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the corporation or shareholders; (iii) a violation of Utah Code Annotated Section 16-10a-842 or its successor provisions; or (iv) an intentional violation of criminal law.
The Amended and Restated By-laws of Owners' Resorts and Exchange, Inc. provide that it will indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation, against liability incurred in the proceeding, provided that the corporation shall not indemnify a director unless a determination has been made and payment has been authorized in accordance with certain procedures under the URBCA. Additionally, the individual must demonstrate that his conduct was in good faith, that he reasonably believedits best interest; and (ii) in all other cases, that his conduct was in, orat least not opposed to the corporation'sits best interestsinterest; and (3) in the case of aany criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Owners' Resorts and Exchange, Inc. willProvided, however, underSection 33-8-510(d) of the Act, a corporation may not indemnify a directordirector: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporationcorporation; or (2) in connection with any other proceeding charging that the director derived an improper personal benefit to him, whether or not involving action in his or her official capacity, in which proceeding he was adjudged liable on the basis that personal benefit was improperly received by him. A corporation may not indemnify a director underSection 33-8-510 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he derived an improper personal benefit.has met the standard of conduct set forth inSection 33-8-510(a). Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
Officers—UnderCalifornia Entities The following registrants are business entities organized in the state of California: Trading Places International, LLC and Vacation Resorts International.
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Under Section 17704.0833-8-560 of the California RevisedAct, unless a corporation’s articles of incorporation provide otherwise, an officer of the corporation who is not a director is entitled to mandatory indemnification underSection 33-8-520 of the Act and is entitled to apply for court-ordered indemnification underSection 33-8-540 of the Act, in each case to the same extent as a director. A corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and a corporation also may indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
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Bylaws—The bylaws of each of Marriott Resorts Hospitality Corporation and Vistana MB Management, Inc. provide for the indemnification of any person who was or is a party or is to any threatened, pending or completed action, suit or proceeding, by reason of the fact that such person is or was a director, officer or employee of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Limited Liability Companies Section 33-44-403(a) of the South Carolina Uniform Limited Liability Company Act (the "RULLCA"),of 1996 provides that a limited liability company shall reimburse for any payment made and indemnify for any debt, obligation or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member's or manager's activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation or other liability, the member or manager complied with the fiduciary duties under the RULLCA. Except as provided under the RULLCA, a limited liability company may reimburse for any payment made and may indemnify for any debt, obligation, or other liability incurred by a person not identified in the preceding sentence, including, without limitation, any officer, employee or agent of the limited liability company, in the course of that person's activities on behalf of the limited liability company. A limited liability company may purchase and maintain insurance on behalf of any person against liability asserted against or incurred by that person. Under Section 17701.10 of the RULLCA, the operating agreement of a limited liability company may alter or eliminate the indemnification for a member or manager for payments made and may eliminate or limitindemnify a member or manager's liability to the limited liability company and membersmanager for money damages, except for a breach of the duty of loyalty, a financial benefit receivedliabilities incurred by the member or manager to whichin the member or manager is not entitled, a member's liability for excess distributions, intentional inflictionordinary course of harm on the limited liabilitybusiness of the company or a member or an intentional violation of criminal law.
The Articles of Incorporation and By-laws of Vacation Resorts International contain no provisions related to indemnification and, accordingly,for the indemnification rightspreservation of its directors and officers are determined by Section 317business or property.
The operating agreement of the California Corporations Code. The Limited Liability Company Agreement of Trading Places International,VSE Myrtle Beach, LLC provides that it willthe company shall indemnify defend and hold harmless the member each manager and anyagents for all costs, losses, liabilities, and all of the member's affiliates to the extent of its assets, for, from and against any liability, damage, cost, expense, loss, claimdamages paid or judgment incurredaccrued by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemniteesuch person in connection with the business of the company, including without limitation, attorneys' feesto the fullest extent provided or allowed by state law.
Item 21. Exhibits and costs incurred byFinancial Statement Schedules. Exhibits Reference is made to the indemnitee in settlement or defenseExhibit Index filed as part of such claims. Notwithstanding the foregoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breachthis registration statement. Financial Statement Schedules Certain schedules have been omitted because of the Limited Liability Company Agreementabsence of the conditions under which they are required or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an indemnitee in connection with any action or suit arising out of or in connection with company affairs shall be reimbursed bybecause the company. In addition, no indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the company for any act or omission performed or omittedinformation required by such indemnitee in connection with the company or its business. The member's liability for the debts and obligations of the companyomitted schedules is limited as set forth in the RULLCA and other applicable law.financial statements or the Notes thereto. General
The Company has obtained policies that insure its directors and officers and those of its subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on behalf of the Company, may also pay amounts for which the Company has granted indemnification to the directors or officers.
Item 21. Exhibits and Financial Statements Schedules
See index to exhibits following the signature page hereto.
The information required by subsection (b) of this item is incorporated by reference to Item 15 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
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Item 22. Undertakings
Undertakings. The undersigned registrant hereby undertakes: | (a) | The undersigned registrants hereby undertake: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: | (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; | (i) | to include any prospectus required by section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;II-8
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; | (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants; |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrants; and |
| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | That, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
| (d) | The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; andII-9
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrantregistrants pursuant to the foregoing provisions, or otherwise, the registrant hasregistrants have been advised that in the opinion of the Securities and Exchange CommissionSEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, II-17
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unenforceable. In the event that a claim for indemnification against such liabilities, (otherother than the payment by the registrantregistrants of expenses incurred or paid by a director, officer, or controlling person of the registrantregistrants in the successful defense of any action, suit or proceeding)proceeding, is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrantregistrants will, unless in the opinion of itstheir counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itthem is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. II-10
Exhibit Index The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. | | | Exhibit | | Description | | 2.1* | | Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC (incorporated by reference from Exhibit 2.1 to MVW’s Current Report on Form8-K filed with the SEC on May 1, 2018) | | | | 3.1* | | Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation (incorporated by reference to Exhibit 3.1 to MVW’s Current Report on Form8-K dated November 22, 2011 (FileNo. 001-35219)) | | | | 3.2* | | Restated Bylaws of Marriott Vacations Worldwide Corporation (incorporated by reference to Exhibit 3.2 to MVW’s Current Report on Form8-K dated November 22, 2011 (FileNo. 001-35219)) | | | | 4.1* | | Indenture, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.1 to MVW’s Current Report on Form8-K filed with the SEC on August 23, 2018) | | | | 4.2* | | Registration Rights Agreement, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference from Exhibit 4.3 to MVW’s Current Report on Form8-K filed with the SEC on August 23, 2018) | | | | 4.3* | | Supplemental Indenture, dated September 1, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference from Exhibit 4.7 to MVW’s Current Report on Form8-K filed with the SEC on September 5, 2018) | | | | 4.4* | | Joinder Agreement to Registration Rights Agreement, dated as of September 1, 2018, by and among ILG, LLC, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers (incorporated by reference from Exhibit 4.8 to MVW’s Current Report on Form8-K filed with the SEC on September 5, 2018) | | | | 4.5* | | Indenture, dated as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, Marriott Vacations Worldwide Corporation, as a guarantor, the other guarantors party thereto and HSBC Bank USA, National Association, as trustee (incorporated by reference from Exhibit 4.1 to MVW’s Current Report on Form8-K filed with the SEC on September 5, 2018) | | | | 4.6* | | Registration Rights Agreement, dated as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, Marriott Vacations Worldwide Corporation, as a guarantor, the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (incorporated by reference from Exhibit 4.3 to MVW’s Current Report on Form8-K filed with the SEC on September 5, 2018) | | | | 4.7* | | Credit Agreement, dated as of August 31, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference from Exhibit 4.9 to MVW’s current report onForm 8-K filed September 5, 2018) | | | | 4.8* | | Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference from Exhibit 4.10 to MVW’s current report onForm 8-K filed September 5, 2018) | | | | 4.9* | | Indenture, dated April 10, 2015, among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto and HSBC Bank UA, National Association, as trustee (incorporated by reference from Exhibit 4.1 to ILG’s Current Report on Form8-K filed with the SEC on April 10, 2015) |
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| | | Exhibit | | Description | | | | 4.10* | | Supplemental Indenture, dated September 28, 2018, among Interval Acquisition Corp., Marriott Vacations Worldwide Corporation and HSBC Bank USA, National Association, as trustee (incorporated by reference from Exhibit 4.1 to MVW’s Current Report on Form8-K filed October 4, 2018) | | | | 5.1 | | Opinion of Kirkland & Ellis LLP | | | | 5.2 | | Opinion of Greenberg Traurig, P.A. | | | | 5.3 | | Opinion of Cades Schutte LLP | | | | 5.4 | | Opinion of Burr & Forman LLP | | | | 10.1* | | License, Services, and Development Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation and the other signatories thereto (incorporated by reference from Exhibit 10.1 to MVW’s Current Report on Form8-K filed with the SEC on November 22, 2011) | | | | 10.2* | | Letter Agreement, dated as of February 21, 2013, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation, supplementing the License, Services, and Development Agreement (incorporated by reference from Exhibit 10.1 to MVW’s Quarterly Report on Form10-Q filed with the SEC on April 25, 2013) | | | | 10.3* | | Letter Agreement, dated May 9, 2016, among Marriott Vacations Worldwide Corporation, Marriott Worldwide Corporation and Marriott International, Inc. relating to the License, Services, and Development Agreement (incorporated by reference from Exhibit 10.3 to MVW’s Quarterly Report on Form10-Q filed with the SEC on July 21, 2016) | | | | 10.4* | | First Amendment to License, Services, and Development Agreement, dated as of February 26, 2018, among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Vacations Worldwide Corporation and the other signatories thereto (incorporated by reference from Exhibit 10.4 to MVW’s Annual Report on Form 10-K filed with the SEC on February 27, 2018) | | | | 10.5* | | Amended and Restated Side Letter Agreement, dated as of February 26, 2018 by among Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc. (incorporated by reference from Exhibit 10.5 to MVW’s Annual Report on Form10-K filed with the SEC on February 27, 2018) | | | | 10.6* | | License, Services, and Development Agreement, entered into on November 17, 2011, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation and the other signatories thereto (incorporated by reference from Exhibit 10.2 to MVW’s Current Report onForm 8-K filed with the SEC on November 22, 2011) | | | | 10.7* | | First Amendment to License, Services, and Development Agreement, dated as of February 26, 2018, among The Ritz-Carlton Hotel Company, L.L.C., Marriott Vacations Worldwide Corporation and the other signatures thereto (incorporated by reference from Exhibit 10.7 to MVW’s Annual Report on Form10-K filed with the SEC on February 27, 2018) | | | | 10.8* | | Employee Benefits and Other Employment Matters Allocation Agreement, entered into on November 17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation (incorporated by reference from Exhibit 10.3 to MVW’s Current Report on Form8-K filed with the SEC on November 22, 2011) | | | | 10.9* | | Tax Sharing and Indemnification Agreement, entered into on November 17, 2011, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation (incorporated by reference from Exhibit 10.4 to MVW’s Current Report on Form8-K filed with the SEC on November 22, 2011) | | | | 10.10* | | Amendment, dated August 2, 2012, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation, to the Tax Sharing and Indemnification Agreement (incorporated by reference from Exhibit 10.1 to MVW’s Quarterly Report on Form10-Q filed with the SEC on October 18, 2012) |
| | | Exhibit | | Description | | | | 10.11* | | Marriott Rewards Affiliation Agreement, entered into on November 17, 2011, among Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc. and the other signatories thereto (incorporated by reference from Exhibit 10.5 to MVW’s Current Report on Form8-K filed with the SEC on November 22, 2011) | | | | 10.12* | | First Amendment to Marriott Rewards Affiliation Agreement, dated as of February 26, 2018, among Marriott International, Inc., Marriott Rewards, LLC, Marriott Vacations Worldwide Corporation and Marriott Ownership Resorts, Inc. (incorporated by reference from Exhibit 10.12 to MVW’s Annual Report on Form10-K filed with the SEC on February 27, 2018) | | | | 10.13* | | Termination of Noncompetition Agreement, dated as of February 26, 2018, between Marriott International, Inc. and Marriott Vacations Worldwide Corporation (incorporated by reference from Exhibit 10.14 to MVW’s Annual Report on Form10-K filed with the SEC on February 27, 2018) | | | | 10.14* | | Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan (incorporated by reference from Exhibit 10.14 to MVW’s Annual Report on Form10-K filed with the SEC on February 23, 2017) | | | | 10.15* | | Form of Restricted Stock Unit Agreement—Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to MVW’s Current Report onForm 8-K filed with the SEC on December 9, 2011) | | | | 10.16* | | Form of Stock Appreciation Right Agreement—Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (incorporated by reference from Exhibit 10.2 to MVW’s Current Report on Form8-K filed with the SEC on December 9, 2011) | | | | 10.17* | | Form of Performance Unit Award Agreement—Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (incorporated by reference from Exhibit 10.1 to MVW’s Current Report onForm 8-K filed with the SEC on March 16, 2012) | | | | 10.18* | | Form ofNon-Employee Director Share Award Confirmation (incorporated by reference from Exhibit 10.17 to MVW’s Annual Report on Form10-K filed with the SEC on February 25, 2016) | | | | 10.19* | | Form ofNon-Employee Director Stock Appreciation Right Award Agreement (incorporated by reference from Exhibit 10.16 to MVW’s Annual Report on Form10-K filed with the SEC on March 21, 2012) | | | | 10.20* | | Form of Director Stock Unit Agreement (incorporated by reference from Exhibit 10.1 to MVW’s Quarterly Report on Form10-Q filed with the SEC on April 30, 2015) | | | | 10.21* | | Marriott Vacations Worldwide Corporation Change in Control Severance Plan (incorporated by reference from Exhibit 10.2 to MVW’s Current Report on Form8-K filed with the SEC on March 16, 2012) | | | | 10.22* | | Form of Participation Agreement for Change in Control Severance Plan—Marriott Vacations Worldwide Corporation Change in Control Severance Plan (incorporated by reference from Exhibit 10.3 to MVW’s Current Report on Form8-K filed with the SEC on March 16, 2012) | | | | 10.23* | | Marriott Vacations Worldwide Corporation Deferred Compensation Plan (incorporated by reference from Exhibit 10.3 to MVW’s Current Report on Form8-K filed with the SEC on June 13, 2013) | | | | 10.24* | | Marriott Vacations Worldwide Corporation Executive Long Term Disability Plan (incorporated by reference from Exhibit 10.21 to MVW’s Annual Report on Form10-K filed with the SEC on February 26, 2015) | | | | 10.25* | | Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.1 to MVW’s Current Report on Form8-K filed with the SEC on June 11, 2015) | | | | 10.26* | | Third Amended and Restated Indenture and Servicing Agreement, entered into September 15, 2014 and dated as of September 1, 2014, among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., and Wells Fargo Bank, National Association (incorporated by reference from Exhibit 10.2 to MVW’s Current Report on Form8-K filed with the SEC on September 16, 2014) |
| | | Exhibit | | Description | | | | 10.27* | | Indenture Supplement, dated June 24, 2015, among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., and Wells Fargo Bank, National Association, Deutsche Bank AG, New York Branch, and the Conduits, Alternate Purchasers, Funding Agents andNon-Conduit Committed Purchasers signatory thereto (incorporated by reference from Exhibit 10.2 to MVW’s Quarterly Report on Form10-Q filed with the SEC on July 23, 2015) | | | | 10.28* | | Second Amended and Restated Sale Agreement, entered into September 15, 2014 and dated as of September 1, 2014, between MORI SPC Series Corp. and Marriott Vacations Worldwide Owner Trust2011-1 (incorporated by reference from Exhibit 10.1 to MVW’s Current Report on Form8-K filed with the SEC on September 16, 2014) | | | | 10.29* | | Omnibus Amendment No. 3, dated November 23, 2015, relating to, among other agreements, the Third Amended and Restated Indenture and the Second Amended and Restated Sale Agreement, by and among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC (incorporated by reference from Exhibit 10.1 to MVW’s Current Report on Form8-K filed with the SEC on November 25, 2015) | | | | 10.30* | | Omnibus Amendment No. 4, dated May 20, 2016, relating to, among other agreements, the Third Amended and Restated Indenture and the Second Amended and Restated Sale Agreement, by and among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC (incorporated by reference from Exhibit 10.2 to MVW’s Quarterly Report on Form10-Q filed with the SEC on July 21, 2016) | | | | 10.31* | | Indenture Supplement, dated June 16, 2016, by and among Marriott Vacations Worldwide Owner Trust2011-1, as issuer, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, Deutsche Bank AG, New York Branch, and the Conduits, Alternate Purchasers, Funding Agents andNon-Conduit Committed Purchasers signatory thereto (incorporated by reference from Exhibit 10.1 to MVW’s Quarterly Report on Form10-Q filed with the SEC on July 21, 2016) | | | | 10.32* | | Omnibus Amendment No. 5, dated March 8, 2017, relating to, among other agreements, the Third Amended and Restated Indenture, by and among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC (incorporated by reference from Exhibit 10.1 to MVW’s Current Report on Form8-K filed with the SEC on March 14, 2017) | | | | 10.33* | | Omnibus Amendment No. 6, dated August 17, 2017, relating to, among other agreements, the Third Amended and Restated Indenture and the Second Amended and Restated Sale Agreement, by and among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC (incorporated by reference from Exhibit 10.3 to MVW’s Current Report on Form8-K filed with the SEC on August 21, 2017) | | | | 10.34* | | Form of Call Option Transaction Confirmation (incorporated by reference from Exhibit 10.1 to MVW’s Quarterly Report on Form10-Q filed with the SEC on November 2, 2017) | | | | 10.35* | | Form of Warrant Confirmation (incorporated by reference from Exhibit 10.2 to MVW’s Quarterly Report on Form10-Q filed with the SEC on November 2, 2017) | | | | 10.36* | | Credit Agreement, dated as of August 31, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference from Exhibit 4.9 to MVW’s Current Report onForm 8-K filed with the SEC on September 5, 2018) |
| | | Exhibit | | Description | | | | 10.37* | | Joinder Agreement, dated as of September 1, 2018, among Interval Acquisition Corp. and JPMorgan Chase Bank, N.A. (incorporated by reference from Exhibit 4.10 to MVW’s Current Report onForm 8-K filed with the SEC on September 5, 2018) | | | | 10.38* | | Omnibus Amendment No. 8, dated August 31, 2018, relating to, among other agreements, the Third Amended and Restated Indenture, by and among Marriott Vacations Worldwide Owner Trust2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC (incorporated by reference from Exhibit 10.3 to MVW’s Quarterly Report on Form10-Q filed with the SEC on November 7, 2018) | | | | 10.39* | | Deferred Compensation Plan forNon-Employee Directors (incorporated by reference from Exhibit 10.12 to ILG’s Registration Statement on FormS-1 filed with the SEC on August 1, 2018) | | | | 10.40* | | Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, as amended (incorporated by reference from Exhibit 10.1 to ILG’s Registration Statement on FormS-8 filed with the SEC on August 5, 2016) | | | | 10.41* | | Form of Terms and Conditions for Annual RSU Awards under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan (incorporated by reference from Exhibit 10.1 to ILG’s Quarterly Report on Form10-Q filed with the SEC on May 8, 2014) | | | | 10.42* | | Form of Terms and Conditions for Adjusted EBITDA Performance RSU Awards under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan (incorporated by reference from Exhibit 10.2 to ILG’s Quarterly Report on Form10-Q filed with the SEC on May 8, 2014) | | | | 10.43* | | Form of Terms and Conditions forTSR-Based Performance RSU Awards under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan (incorporated by reference from Exhibit 10.3 to ILG’s Quarterly Report on Form10-Q filed with the SEC on May 8, 2014) | | | | 10.44* | | Master License Agreement, dated October 1, 2014 between Hyatt Franchising, LLC and S.O.I. Acquisition Corp. (incorporated by reference from Exhibit 10.33 to ILG’s Annual Report onForm 10-K filed with the SEC on February 27, 2015) | | | | 10.45* | | Employee Matters Agreement, dated as of October 27, 2015 among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc., as amended (incorporated by reference from Exhibit 10.6 to ILG’s Current Report on Form8-K filed with the SEC on May 12, 2016) | | | | 10.46* | | License, Services and Development Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc. (incorporated by reference from Exhibit 10.1 to ILG’s Current Report on Form8-K filed with the SEC on May 12, 2016) | | | | 10.47* | | Tax Matters Agreement, dated as of May 11, 2016, among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc. (incorporated by reference from Exhibit 10.3 to ILG’s Current Report on Form8-K filed with the SEC on May 12, 2016) | | | | 10.48* | | Starwood Preferred Guest Affiliation Agreement, dated as of May 11, 2016, among Starwood Hotels & Resorts Worldwide, Inc., Preferred Guest, Inc. and Vistana Signature Experiences, Inc. (incorporated by reference from Exhibit 10.5 to ILG’s Current Report on Form8-K filed with the SEC on May 12, 2016) | | | | 10.49* | | Termination of Noncompetition Agreement, effective September 1, 2018, between Starwood Hotels & Resorts Worldwide, LLC (formerly Starwood Hotels & Resorts Worldwide, Inc.) and Vistana Signatures Experiences, Inc. (incorporated by reference from Exhibit 10.2 to MVW’s Current Report on Form8-K filed with the SEC on September 20, 2018) |
| | | Exhibit | | Description | | | | 10.50* | | Letter of Agreement, effective September 1, 2018, among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., Vistana Signatures Experiences, Inc., ILG, LLC, Marriott International, Inc., Marriott Worldwide Corporation, Marriott Rewards, LLC and Starwood Hotels & Resorts Worldwide, LLC (incorporated by reference from Exhibit 10.1 to MVW’s Current Report on Form8-K filed with the SEC on September 20, 2018) | | | | 10.51* | | Amendment No. 2 to the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan, dated February 25, 2018 (incorporated by reference from Exhibit 10.2 to ILG’s Quarterly Report on Form10-Q filed with the SEC on May 4, 2018) | | | | 10.52* | | Amended and Restated Employment Agreement between ILG, Inc. and Jeanette E. Marbert, dated as of March 24, 2017 (incorporated by reference from Exhibit 10.2 to ILG’s Quarterly Report onForm 10-Q filed with the SEC on May 5, 2017) | | | | 10.53* | | Amendment dated March 28, 2018 to Amended and Restated Employment Agreement between ILG, Inc. and Jeanette E. Marbert (incorporated by reference from Exhibit 10.1 to ILG’s Quarterly Report on Form10-Q filed with the SEC on May 4, 2018) | | | | 10.54* | | Form of Amendment Agreement to Warrant Confirmation (incorporated by reference from Exhibit 10.54 to MVW’s Annual Report onForm 10-K filed with the SEC on March 1, 2019) | | | | 23.1 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Marriott Vacations Worldwide Corporation | | | | 23.2 | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for ILG, Inc. | | | | 23.3 | | Consent of Kirkland & Ellis LLP (included with Exhibit 5.1) | | | | 23.4 | | Consent of Greenberg Traurig, P.A. (included with Exhibit 5.2) | | | | 23.5 | | Consent of Cades Schutte LLP (included with Exhibit 5.3) | | | | 23.6 | | Consent of McNair Law Firm, P.A. (included with Exhibit 5.4) | | | | 24.1 | | Powers of Attorney (included on the signature pages of thisForm S-4 and incorporated by reference) | | | | 25.1 | | Statement of Eligibility of HSBC Bank USA, National Association with respect to the Indenture, dated as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, Marriott Vacations Worldwide Corporation, as a guarantor, the other guarantors party thereto and HSBC Bank USA, National Association, as trustee | | | | 25.2 | | Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. with respect to the Indenture, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee | | | | 99.1 | | Form of Letter of Instruction |
| * | Incorporated by reference and not filed herewith. |
SIGNATURES Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MARRIOTT OWNERSHIP RESORTS, INC. | | Registrant | | | | By: | | INTERVAL LEISURE GROUP, INC./s/ John E. Geller, Jr. |
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By:John E. Geller, Jr. | |
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/s/ CRAIG M. NASH
Craig M. Nash
Chairman, Chief Executive Officer andVice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
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| /s/ CRAIG M. NASH
Craig M. Nash | | Chairman, Chief Executive Officer, President (Principal executive officer) and DirectorTitle | | March 31, 2016Date |
/s/ JEANETTE E. MARBERT
Jeanette E. MarbertStephen P. WeiszStephen P. Weisz |
| President, Director
(Principal Executive Vice President, Chief Operating Officer and DirectorOfficer) |
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March 31, 2016May 8, 2019 |
/s/ WILLIAM L. HARVEY
William L. Harvey |
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Executive Vice President and Chief Financial Officer (Principal financial officer) |
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March 31, 2016 |
/s/ JOHN A. GALEA
John A. Galea |
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Senior Vice President, Chief Accounting Officer and Treasurer (Principal accounting officer) |
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March 31, 2016 |
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Table of Contents
| | | | | Signature
| | Title
| | Date
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/s/ Joseph J. Bramuchi Joseph J. Bramuchi |
| Treasurer and Vice President
(Principal Financial Officer) |
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May 8, 2019 | | | | /s/ DAVID FLOWERSLaurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and Vice President
David Flowers(Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | March 30, 2016May 8, 2019 |
/s/ VICTORIA L. FREED
Victoria L. Freed |
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Director |
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March 30, 2016 |
/s/ CHAD HOLLINGSWORTH
Chad HollingsworthJames H Hunter, IVJames H Hunter, IV |
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Director |
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March 30, 2016 |
/s/ GARY S. HOWARD
Gary S. Howard |
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Director |
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March 31, 2016 |
/s/ LEWIS J. KORMAN
Lewis J. Korman |
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Director |
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March 31, 2016 |
/s/ THOMAS J. KUHN
Thomas J. Kuhn |
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Director |
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March 31, 2016 |
/s/ THOMAS P. MURPHY, JR.
Thomas P. Murphy, Jr. |
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Director |
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March 31, 2016 |
/s/ AVY H. STEIN
Avy H. Stein |
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Director |
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March 31, 2016 |
/s/ THOMAS J. MCINERNEY
Thomas J. McInerney |
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Director |
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March 31, 2016May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | ILG, LLC | | Registrant | | | | By: | | INTERVAL ACQUISITION CORP./s/ John E. Geller, Jr. |
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By:John E. Geller, Jr. | |
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/s/ CRAIG M. NASH
Craig M. Nash
Executive Vice President and Chief ExecutiveFinancial Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
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|---|
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Title |
|
Date | | | | /s/ CRAIG M. NASH
Craig M. NashStephen P. WeiszStephen P. Weisz | | President, Chief Executive Officer, Manager (Principal executive officer) and DirectorExecutive Officer) | | March 31, 2016May 8, 2019 |
| | | /s/ WILLIAM L. HARVEY
William L. HarveyJohn E. Geller, Jr.John E. Geller, Jr. |
|
Executive Vice President and Chief Financial Officer, (Principal financial officer) and DirectorManager
(Principal Financial Officer, Principal Accounting Officer) |
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March 31, 2016May 8, 2019 |
/s/ JOHN A. GALEA
John A. Galea |
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Senior Vice President, Chief Accounting Officer and Treasurer (Principal accounting officer) |
|
March 31, 2016 |
/s/ JEANETTE E. MARBERT
Jeanette E. MarbertJames H Hunter, IVJames H Hunter, IV |
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Executive Vice President, Chief Operating Officer and DirectorManager |
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March 31, 2016May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MARRIOTT VACATIONS WORLDWIDE CORPORATION | | Registrant | | | | By: | | IIC HOLDINGS, INCORPORATED
ILG INTERNATIONAL HOLDINGS, INC.
RESORT SALES SERVICES, INC./s/ John E. Geller, Jr. |
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|
By:John E. Geller, Jr. | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Executive Vice President and Chief Financial and Administrative Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below on behalf of Marriott Vacations Worldwide Corporation. | | | | | Signature | | Title | | Date | | | | /s/ Stephen P. Weisz Stephen P. Weisz | | President, Chief Executive Officer and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Executive Vice President and Chief Financial and Administrative Officer (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | May 8, 2019 | | | | /s/ William J. Shaw William J. Shaw | | Chairman and Director | | May 8, 2019 | | | | /s/ C.E. Andrews C.E. Andrews | | Director | | May 8, 2019 | | | | /s/ Lizanne Galbreath Lizanne Galbreath | | Director | | May 8, 2019 | | | | /s/ Raymond L. Gellein, Jr. Raymond L. Gellein, Jr. | | Director | | May 8, 2019 |
| | | | | | | Title
| | Date
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|---|
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| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert | | President (Principal executive officer) and Title | | Date | | | | /s/ Thomas J. Hutchison III Thomas J. Hutchison III | | Director | | March 31, 2016May 8, 2019 |
/s/ JOHN A. GALEA
John A. Galea |
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Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director |
|
March 31, 2016 |
/s/ WILLIAM L. HARVEY
Melquiades R. MartinezMelquiades R. Martinez | | Director | | May 8, 2019 | | | | /s/ William L. HarveyW. McCarten William W. McCarten |
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Executive Vice President and Director |
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March 31, 2016May 8, 2019 | | | | /s/ Dianna F. Morgan Dianna F. Morgan | | Director | | May 8, 2019 | | | | /s/ Stephen R. Quazzo Stephen R. Quazzo | | Director | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | AQUA HOSPITALITY LLC | | ASTON HOTELS & RESORTS FLORIDA, LLC | | MAUI CONDO AND HOME, LLC | | RQI HOLDINGS, LLC | | Each a Registrant | | | | By: | | /s/ John E. Geller, Jr. | | | John E. Geller, Jr. | | | Manager |
II-22
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof.
TablePursuant to the requirements of Contents
SIGNATURES
the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
| | | | | Signature | | Title | | Date | | | | /s/ Denis Ebrill Denis Ebrill | | Manager | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Manager | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | AQUA HOTELS & RESORTS, LLC | | DIAMOND HEAD MANAGEMENT LLC | | HOTEL MANAGEMENT SERVICES LLC | | KAI MANAGEMENT SERVICES LLC | | Each a Registrant | | | | By: | | Aqua Hospitality LLC | | Its: | | Manager | | | | By: | | /s/ John E. Geller, Jr. | | | John E. Geller, Jr. | | | Manager |
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | Signature | | Title | | Date | | | | | Aqua Hospitality LLC | | Manager | | May 8, 2019 | /s/ John E. Geller, Jr. | | | | | John E. Geller, Jr. Manager | | | | |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | AQUA HOTELS AND RESORTS OPERATOR LLC | | Registrant | | | | By: | | INTERVAL SOFTWARE SERVICES,Aqua Hospitality LLC MANAGEMENT ACQUISITION HOLDINGS, LLC |
Its: |
|
By:Managing Member | |
| | By: |
| /s/ JEANETTEJohn E. MARBERT
JeanetteGeller, Jr. | | | John E. Marbert
Geller, Jr. | | | President and Chief Operating OfficerManager |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert | | President, Chief Operating Officer (Principal executive officer) and ManagerTitle | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Manager |
|
March 31, 2016 |
Aqua Hospitality LLC | | Managing Member | | May 8, 2019 | | | | /s/ JOHN A. GALEA
John A. GaleaE. Geller, Jr. |
|
Senior Vice President, Secretary (Principal accounting officer) and Manager |
|
March 31, 2016 | John E. Geller, Jr. Manager | | | | |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Asheville,Orlando, State of North Carolina,Florida, on March 29, 2016.May 8, 2019. | | | | AQUA HOTELS AND RESORTS, INC. | | Registrant | | | | By: | | MERAGON FINANCIAL SERVICES, LLC/s/ Joseph J. Bramuchi |
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|
By:Joseph J. Bramuchi | |
|
/s/ GREGORY B. SHEPERD
Gregory B. Sheperd
Treasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ GREGORY B. SHEPERD
Gregory B. Sheperd | | Title | | Date | | | | /s/ Denis Ebrill Denis Ebrill | | President (Principal executive officer, principal financial officer and principal accounting officer)Director (Principal Executive Officer) | | May 8, 2019 | |
| | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | March 29, 2016May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
II-24
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | AQUA LUANA OPERATOR LLC | | Registrant | | | | By: | | MERIDIAN FINANCIAL SERVICES, INC.Aqua Hospitality LLC |
Its: |
|
By:Sole Member | |
| | By: |
| /s/ VICTORIA J. KINCKE
Victoria J. Kincke
John E. Geller, Jr. | | | John E. Geller, Jr. | | | Senior Vice President and SecretaryManager |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ GREGORY B. SHEPERD
Gregory B. Sheperd | | President (Principal executive officer)Title | | March 29, 2016Date |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director |
|
March 31, 2016 |
/s/ VICTORIA J. KINCKE
Victoria J. KinckeAqua Hospitality LLC |
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Senior Vice President, Secretary and DirectorSole Member |
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March 31, 2016May 8, 2019 |
| | | /s/ WILLIAM L. HARVEY
William L. HarveyJohn E. Geller, Jr. |
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Director |
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March 31, 2016 | John E. Geller, Jr. Manager | | | | |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | AQUA-ASTON HOLDINGS, INC. | Registrant | | | By: | | REP HOLDINGS, LTD./s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ VICTORIA J. KINCKE
Victoria J. Kincke
SeniorTreasurer and Vice President and Secretary |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
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| /s/ KELVIN M. BLOOM
Kelvin M. Bloom | | Title | | Date | | | | /s/ Denis Ebrill Denis Ebrill | | President (Principal executive officer) (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | March 29, 2016May 8, 2019 |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President, Chief Financial Officer (Principal financial officer and principal accounting officer) and Director |
|
March 31, 2016 |
/s/ VICTORIA J. KINCKE
Victoria J. KinckeJames H Hunter, IVJames H Hunter, IV |
|
Senior Vice President, Secretary and Director |
|
March 31, 2016May 8, 2019 | | | | /s/ Jeanette E. Marbert Jeanette E. Marbert | | Director | | May 8, 2019 |
II-26
SIGNATURES Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | AQUA-ASTON HOSPITALITY, LLC | Registrant | | | By: | | VACATION OWNERSHIP LENDING, L.P./s/ Joseph J. Bramuchi | | | By:Joseph J. Bramuchi | | | Vacation Ownership Lending GP, Inc., as general partner |
|
|
By: |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaDenis EbrillDenis Ebrill |
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Senior Vice PresidentChief Executive Officer and Treasurer (Principal accounting officer) Manager(Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTEJoseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Executive Vice President and DirectorManager |
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March 31, 2016May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | BEACH HOUSE DEVELOPMENT PARTNERSHIP | | Registrant | | | | By: | | VOL INVESTORS, L.P.HTS-Beach House, Inc. | | Its: | | Partner | | | | By: | | VOL GP, Inc., as general partner/s/ Joseph J. Bramuchi |
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By:Joseph J. Bramuchi | |
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/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President | | | | By: | | HTS-Beach House Partner, L.L.C. | | Its: | | Partner | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | | | |
|---|
|
|
| /s/ Ralph Lee Cunningham Ralph Lee Cunningham |
|
Director,HTS-Beach House, Inc. | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director,HTS-Beach House, Inc. | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director,HTS-Beach House, Inc. | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | CDP GP, INC. | | CERROMAR DEVELOPMENT PARTNERS GP, INC. | | COCONUT PLANTATION PARTNER, INC. | | HAWAII VACATION TITLE SERVICES, INC. | /s/ JOHN BURLINGAME
HT-HIGHLANDS,
INC. | John BurlingameHTS-BEACH HOUSE, INC. | | HTS-COCONUT POINT, INC. | | HTS-GROUND LAKE TAHOE, INC. | | HTS-KEY WEST, INC. | | HTS-KW, INC. | | HTS-LAKE TAHOE, INC. | | HTS-LOAN SERVICING, INC. | | HTS-MAIN STREET STATION, INC. | | HTS-SAN ANTONIO, INC. | | HTS-SEDONA, INC. | | HV GLOBAL GROUP, INC. | | HV GLOBAL MANAGEMENT CORPORATION | | HV GLOBAL MARKETING CORPORATION | | ILG SHARED OWNERSHIP, INC. | | KAUAI BLUE, INC. | | ST. REGIS NEW YORK MANAGEMENT, INC. | | VACATION OWNERSHIP LENDING GP, INC. | | VACATION TITLE SERVICES, INC. | | VISTANA ACCEPTANCE CORP. | | VISTANA HAWAII MANAGEMENT, INC. | | VISTANA MANAGEMENT, INC. | | VISTANA MB MANAGEMENT, INC. | | VISTANA RESIDENTIAL MANAGEMENT, INC. | | VISTANA SIGNATURE NETWORK, INC. | | VISTANA VACATION OWNERSHIP, INC. | | VOL GP, INC. | | Each a Registrant | | | | By: | | President (Principal executive officer)/s/ Joseph J. Bramuchi | | | March 31, 2016Joseph J. Bramuchi |
| | Treasurer and Vice President |
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | Signature | | Title | | Date | | | | /s/ WILLIAM L. HARVEY
William L. HarveyRalph Lee CunninghamRalph Lee Cunningham |
|
Chief Executive ViceOfficer, President and Director (Principal financial officer) (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President and Treasurer (Principal accounting officer) |
|
March 31, 2016 |
/s/ JEANETTEJoseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Executive Vice President and Director |
|
March 31, 2016May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | CDP INVESTORS, L.P. | Registrant | | | By: | | AQUA-ASTON HOLDINGS, INC.CDP GP, Inc. |
Its: |
|
By:General Partner | |
| By: |
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | ExecutiveTreasurer and Vice President
|
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | Chairman and DirectorTitle | | March 31, 2016Date |
/s/ KELVIN M. BLOOM
Kelvin M. Bloom |
|
President (Principal executive officer) |
|
March 29, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director, CDP GP, Inc. |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTEJohn E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Executive Vice President and Director, CDP GP, Inc. |
|
March 31, 2016May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director, CDP GP, Inc. | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | CERROMAR DEVELOPMENT PARTNERS, L.P., S.E. | Registrant | | | By: | | AQUA HOTELS AND RESORTS, INC.Cerromar Development Partners GP, Inc. |
Its: |
|
By:General Partner | |
| By: |
| /s/ JOHN A. GALEA
John A. Galea
Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | SeniorTreasurer and Vice President
|
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | ChairmanTitle | | March 31, 2016Date |
/s/ MATTHEW BAILEY
Matthew Bailey |
|
President and Chief Operating Officer (Principal executive officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Senior Vice President and Manager (Principal financial officer and principal accounting officer)Director, Cerromar Development Partners GP, Inc. |
|
March 31, 2016May 8, 2019 |
| | | /s/ KELVIN M. BLOOM
Kelvin M. BloomJohn E. Geller, Jr.John E. Geller, Jr. |
|
ExecutiveDirector, Cerromar Development Partners GP, Inc. | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director, Cerromar Development Partners GP, Inc. | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | DATA MARKETING ASSOCIATES EAST, INC. | | LAGUNAMAR CANCUN MEXICO, INC. | | SCOTTSDALE RESIDENCE CLUB, INC. | | ST. REGIS RESIDENCE CLUB, NEW YORK INC. | | VCH COMMUNICATIONS, INC. | | VCH CONSULTING, INC. | | VCH SYSTEMS, INC. | | VISTANA AVENTURAS, INC. | | VISTANA DEVELOPMENT, INC. | | VISTANA PORTFOLIO SERVICES, INC. | | VISTANA PSL, INC. | | VISTANA SIGNATURE EXPERIENCES, INC. | | VISTANA VACATION REALTY, INC. | | VISTANA VACATION SERVICES HAWAII, INC. | | VSE DEVELOPMENT, INC. | | VSE EAST, INC. | | VSE MEXICO PORTFOLIO SERVICES, INC. | | VSE PACIFIC, INC. | | VSE TRADEMARK, INC. | | VSE VISTANA VILLAGES, INC. | | VSE WEST, INC. | | WESTIN SHERATON VACATION SERVICES, INC. | | WVC RANCHO MIRAGE, INC. | | Each a Registrant | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President and Manager |
|
March 29, 2016 |
II-30Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof.
TablePursuant to the requirements of Contents
SIGNATURES
the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
| | | | | Signature | | Title | | Date | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | Chief Executive Officer, President and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 | | | | /s/ Stephen P. Weisz Stephen P. Weisz | | Director | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | FLEX COLLECTION, LLC | | SHERATON FLEX VACATIONS, LLC | | VSE MYRTLE BEACH, LLC | | Each a Registrant | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President |
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | Signature | | Title | | Date | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | Chief Executive Officer and President (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | Vistana Vacation Ownership, Inc. | | Sole Member | | May 8, 2019 | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham Chief Executive Officer and President | | | | |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | FOH HOLDINGS, LLC | | Registrant | | | | | INTERVAL HOLDINGS, INC. | | By: | | By:/s/ Angela K. Halladay
| | | /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Angela K. Halladay | | | Executive Vice PresidentManager |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | President and Director (Principal executive officer)Title | | March 31, 2016Date |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director |
|
March 31, 2016 |
/s/ JEANETTE E. MARBERT
Jeanette E. MarbertAngela K. Halladay |
|
Executive Vice President and DirectorManager |
|
March 31, 2016May 8, 2019 | | Angela K. Halladay | | | | |
II-31
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | FOH HOSPITALITY, LLC | | | | By: | | INTERVAL INTERNATIONAL, INC./s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE M. MARBERT
Jeanette M. Marbert
ExecutiveTreasurer and Vice President and
Chief Operating Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | Chairman, Title | | Date | | | | /s/ Ralph Lee Cunningham | | Chief Executive Officer and Director (Principal executive officer)President (Principal Executive Officer) | | March 31, 2016May 8, 2019 |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) |
|
March 31, 2016Ralph Lee Cunningham |
| | | /s/ JOHN A. GALEA
John A. GaleaJoseph J. Bramuchi |
|
SeniorTreasurer and Vice President Chief (Principal Financial Officer, (Principal accounting officer) and Director Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 |
Joseph J. Bramuchi | | | | | FOH Holdings, LLC | | | | | | | | /s/ JEANETTE E. MARBERT
Angela K. Halladay | | Sole Member | | May 8, 2019 | Angela K. Halladay Manager | | | | |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | GRAND ASPEN HOLDINGS, LLC | | HPC DEVELOPER, LLC | HTS-BC,
L.L.C. | | HTS-MAUI, L.L.C. | | HTS-SAN ANTONIO, L.L.C | | Each a Registrant | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President |
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | Signature | | Title | | Date | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | Chief Executive Officer and President (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | S.O.I Acquisition Corp. /s/ Jeanette E. Marbert Jeanette E. Marbert President and Chief Executive Officer |
|
Executive Vice President, Chief Operating Officer and DirectorSole Member |
|
March 31, 2016May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | GRAND ASPEN LODGING, LLC | | | | By: | | INTERVAL RESORT & FINANCIAL SERVICES, INC./s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MALBERT
Jeanette E. Malbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ DAVID C. GILBERT
David C. Gilbert | | President (Principal executive officer)Title | | March 31, 2016Date |
| | | /s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
SeniorChief Executive Officer and President (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President Chief (Principal Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and DirectorPrincipal Accounting Officer) |
|
March 31, 2016May 8, 2019 |
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert |
|
Executive Vice President and Director |
|
March 31, 2016 |
Grand Aspen Holdings, LLC /s/ WILLIAM L. HARVEY
William L. HarveyRalph Lee CunninghamRalph Lee Cunningham Chief Executive Officer & President |
|
DirectorSole Member |
|
March 31, 2016May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | HTS-BEACH HOUSE PARTNER, L.L.C. | | | | By: | | OWNERS' RESORTS AND EXCHANGE, INC./s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ LOREN V. GALLAGHER
Loren V. Gallagher | | President and Title | | Date | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | Chief Executive Officer (Principal executive officer)and President (Principal Executive Officer) | | March 31, 2016May 8, 2019 |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President and Director (Principal financial officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaJoseph J. BramuchiJoseph J. Bramuchi |
|
Senior Vice President, Treasurer and Director (Principal accounting officer) Vice President(Principal Financial Officer, Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 |
| | | HTS-Beach House, Inc. /s/ JEANETTE E. MARBERTRalph Lee Cunningham Ralph Lee Cunningham Chief Executive Officer &
Jeanette E. MarbertPresident |
|
Executive Vice President and DirectorSole Member |
|
March 31, 2016May 8, 2019 |
II-34
SIGNATURES Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | HTS-SAN ANTONIO, L.P. | | Registrant | | | | By: | | S.O.I. Acquisition Corp.HTS-San Antonio, Inc. | | Its: | | General Partner | | | | By: | | By:/s/ Joseph J. Bramuchi
| | | /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Joseph J. Bramuchi | | | ExecutiveTreasurer and Vice President and Chief Operating Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | President, Chief Executive Officer (Principal executive officer) and DirectorTitle | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President, Chief Financial Officer (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Director,Senior Vice President and Chief Accounting Officer (Principal accounting officer)HTS-San Antonio, Inc. |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTEJohn E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Director,Executive Vice President, Chief Operating Officer and DirectorHTS-San Antonio, Inc. |
|
May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director,March 31, 2016HTS-San Antonio, Inc. | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | HTS-SUNSET HARBOR PARTNER, L.L.C. | | Registrant | | | | | WORLDWIDE VACATION & TRAVEL, INC. | | By: | | By:/s/ Joseph J. Bramuchi
| | | /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Joseph J. Bramuchi | | | ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | Chairman and DirectorTitle | | March 31, 2016Date |
/s/ DAVID C. GILBERT
David C. Gilbert |
|
President (Principal executive officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
SeniorChief Executive Officer, President and Manager (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President Chief (Principal Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and DirectorPrincipal Accounting Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTEJohn E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Executive Vice President and DirectorManager |
|
March 31, 2016May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | HTS-WINDWARD POINTE PARTNER, L.L.C. | | | | | AQUA HOSPITALITY LLC | | By: | | By:/s/ Joseph J. Bramuchi
| | | /s/ JOHN A. GALEA
John A. Galea
Joseph J. Bramuchi | | | SeniorTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | | | |
|---|
|
|
| /s/ Ralph Lee Cunningham Ralph Lee Cunningham |
|
Chief Executive Officer and President (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ CRAIG M. NASH
HTS-KW,
Craig M. Nash Inc. | | ChairmanSole Member | | March 31, 2016May 8, 2019 |
/s/ MATTHEW BAILEY
Matthew Bailey |
|
President and Chief Operating Officer (Principal executive officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham Chief Executive Officer & President |
|
Senior Vice President and Manager (Principal financial officer and principal accounting officer) |
|
March 31, 2016 |
/s/ KELVIN M. BLOOM
Kelvin M. Bloom |
|
Executive Vice President and Manager |
|
March 29, 2016 |
/s/ VICTORIA J. KINCKE
Victoria J. Kincke |
|
Senior Vice President, Secretary and Manager |
|
March 31, 2016 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | HVO KEY WEST HOLDINGS, LLC | | | | | AQUA HOTELS & RESORTS, LLC | | | By: | | Aqua Hospitality LLC, as manager/s/ Joseph J. Bramuchi | | | By:
Joseph J. Bramuchi | | | /s/ JOHN A. GALEA
John A. Galea
SeniorTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | ChairmanTitle | | March 31, 2016Date |
/s/ MATTHEW BAILEY
Matthew Bailey |
|
President and Chief Operating Officer (Principal executive officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Senior ViceChief Executive Officer and President and Manager (Principal financial officer and principal accounting officer) (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
/s/ KELVIN M. BLOOM
Kelvin M. Bloom |
|
Executive Vice President and Manager |
|
March 29, 2016 |
/s/ VICTORIAJoseph J. KINCKE
VictoriaBramuchiJoseph J. Kincke Bramuchi |
|
SeniorTreasurer and Vice President Secretary (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | | HV Global Marketing Corporation | | Sole Member | | May 8, 2019 | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham Chief Executive Officer & President | | | | |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | IIC HOLDINGS, INCORPORATED | | INTERVAL INTERNATIONAL, INC. | | INTERVAL RESORT & FINANCIAL SERVICES, INC. | | RESORT SALES SERVICES, INC. | | Each a Registrant | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Manager |
|
March 31, 2016Vice President |
II-38
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof.
TablePursuant to the requirements of Contents
SIGNATURES
the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
| | | | | Signature | | Title | | Date | | | | /s/ Jeanette E. Marbert Jeanette E. Marbert | | President and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | ILG MANAGEMENT, LLC | | Registrant | | | | | DIAMOND HEAD MANAGEMENT, LLC
HOTEL MANAGEMENT SERVICES, LLC
KAI MANAGEMENT SERVICES LLC | | | By: | | Aqua Hospitality LLC, as manager/s/ John E. Geller, Jr. |
|
|
By:John E. Geller, Jr. | |
|
/s/ JOHN A. GALEA
John A. Galea
Senior Vice PresidentManager |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | ChairmanTitle | | March 31, 2016Date |
/s/ MATTHEW BAILEY
Matthew Bailey |
|
President and Chief Operating Officer (Principal executive officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaE. Geller, Jr.John E. Geller, Jr. |
|
Senior Vice President and Manager (Principal financial officer and principal accounting officer) |
|
March 31, 2016May 8, 2019 |
/s/ KELVIN M. BLOOM
Kelvin M. Bloom |
|
Executive Vice President and Manager |
|
March 29, 2016 |
/s/ VICTORIA J. KINCKE
Victoria J. KinckeJames H Hunter, IVJames H Hunter, IV |
|
Senior Vice President, Secretary and Manager |
|
March 31, 2016May 8, 2019 | | | | /s/ Jeanette E. Marbert Jeanette E. Marbert | | Manager | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | INTERVAL ACQUISITION CORP. | | Registrant | | | | | AQUA HOTELS AND RESORTS OPERATOR LLC
AQUA LUANA OPERATOR LLC | | | By: | | Aqua Hospitality LLC, as managing member/s/ John E. Geller, Jr. |
|
|
By:John E. Geller, Jr | |
|
/s/ JOHN A. GALEA
John A. Galea
SeniorExecutive Vice President and Chief Financial Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ CRAIG M. NASH
Craig M. Nash | | ChairmanTitle | | March 31, 2016Date |
| | | /s/ MATTHEW BAILEY
Matthew BaileyStephen P. WeiszStephen P. Weisz |
|
Chief Executive Officer, President and Chief Operating Officer (Principal executive officer) Director(Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President and Manager (Principal financial officer and principal accounting officer) |
|
March 31, 2016 |
/s/ KELVIN M. BLOOM
Kelvin M. BloomJohn E. Geller, Jr.John E. Geller, Jr. |
|
Executive Vice President, Chief Financial Officer and Manager Director(Principal Financial Officer, Principal Accounting Officer) |
|
March 29, 2016May 8, 2019 |
| | | /s/ VICTORIA J. KINCKE
Victoria J. KinckeJames H Hunter, IVJames H Hunter, IV |
|
Senior Vice President, Secretary and ManagerDirector |
|
March 31, 2016May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | INTERVAL HOLDINGS, INC. | | Registrant | | | | By: | | AQUA-ASTON HOSPITALITY, LLC
ASTON HOTELS & RESORTS, FLORIDA LLC
MAUI CONDO AND HOME, LLC
RQI HOLDINGS, LLC/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ VICTORIA J. KINCKE
Victoria J. Kincke
ManagerTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ KELVIN M. BLOOM
Kelvin M. Bloom | | Manager (Principal executive officer)Title | | March 29, 2016Date |
/s/ JOHN A. GALEA
John A. Galea |
|
Manager (Principal financial officer and principal accounting officer) |
|
March 31, 2016 |
/s/ VICTORIAJeanette E. Marbert Jeanette E. Marbert | | President and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. KINCKE
VictoriaBramuchiJoseph J. Kincke Bramuchi |
|
ManagerTreasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 | | | | /s/ Stephen P. Weisz Stephen P. Weisz | | Director | | May 8, 2019 |
II-41
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | INTERVAL SOFTWARE SERVICES, LLC | | Registrant | | | | | BEACH HOUSE DEVELOPMENT PARTNERSHIP | | | By: | | HTS-Beach House, Inc., as general partner/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President and Treasurer (Principal accounting officer) |
|
March 31, 2016 |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President and Director (Principal financial officer) |
|
March 31, 2016 |
/s/ JEANETTE E. MARBERT
Jeanette E. MarbertJeanette E. Marbert |
|
President, Chief Operating Officer and Manager (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President and Director (Principal Financial Officer, Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Manager | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
II-42
SIGNATURES Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | KAUAI LAGOONS HOLDINGS LLC | | Registrant | | | | | CDP INVESTORS, L.P. | | | By: | | CDP GP, Inc., as general partner/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz |
|
Senior Vice President and Treasurer (Principal accounting officer) Manager(Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTEJoseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and Vice President (Principal Accounting Officer) | | May 8, 2019 | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | Manager | | May 8, 2019 | | | | /s/ John E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Executive Vice President and DirectorManager |
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March 31, 2016May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
II-43
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | KEY WESTER LIMITED | | Registrant | | | | By: | | CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.HTS-KW, Inc. | | Its: | | General Partner | | | | By: | | Cerromar Development Partners GP, Inc., as general partner/s/ Joseph J. Bramuchi |
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By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
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|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Director,Senior Vice President and Treasurer (Principal accounting officer)HTS-KW, Inc. |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTEJohn E. MARBERT
JeanetteGeller, Jr.John E. Marbert Geller, Jr. |
|
Director,Executive Vice President and DirectorHTS-KW, Inc. |
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May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director,March 31, 2016HTS-KW, Inc. | | May 8, 2019 |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MANAGEMENT ACQUISITION HOLDINGS, LLC | | Registrant | | | | By: | | GRAND ASPEN HOLDINGS, LLC
GRAND ASPEN LODGING, LLC
HTS-MAUI, L.L.C.
WINDWARD POINTE II, L.L.C./s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President and Treasurer (Principal accounting officer) |
|
March 31, 2016 |
/s/ JEANETTE E. MARBERT
Jeanette E. MarbertJeanette E. Marbert |
|
President and Manager (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Manager | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | MARRIOTT KAUAI OWNERSHIP RESORTS, INC. | | MARRIOTT RESORTS SALES COMPANY, INC. | | MORI RESIDENCES, INC. | | MTSC, INC. | | MVW SSC, INC. | | THE RITZ-CARLTON DEVELOPMENT COMPANY, INC. | | THE RITZ-CARLTON SALES COMPANY, INC. | | THE RITZ-CARLTON TITLE COMPANY, INC. | | VOLT MERGER SUB, LLC | | Each a Registrant | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President |
II-45
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulTableattorneys-in-fact and agents, with full power to act separately and full power of Contentssubstitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
| | | | | Signature | | Title | | Date | | | | /s/ Stephen P. Weisz Stephen P. Weisz | | President and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and Vice President (Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | MARRIOTT OWNERSHIP RESORTS PROCUREMENT, LLC | | | | By: | | HTS-B.C., LLC
HTS-BEACH HOUSE PARTNER, L.L.C.
HTS- SUNSET HARBOR PARTNER, L.L.C.
HTS-WINDWARD POINTE PARTNER, L.L.C./s/ Joseph J. Bramuchi |
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|
By:Joseph J. Bramuchi | |
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/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Manager |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz |
|
Senior Vice President and Treasurer (Principal accounting officer) (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTE E. MARBERT
Jeanette E. MarbertJoseph J. BramuchiJoseph J. Bramuchi |
|
ExecutiveTreasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and ManagerVice President (Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | Marriott Ownership Resorts, Inc. /s/ Stephen P. Weisz Stephen P. Weisz President | | Sole Member | | May 8, 2019 |
II-46
SIGNATURES Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MARRIOTT RESORTS HOSPITALITY CORPORATION | | Registrant | | | | | HIGHLANDS INN INVESTORS II, L.P. | | | By: | | HT-Highlands, Inc., as general partner/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz |
|
Senior Vice President and Treasurer (Principal accounting officer) |
|
March 31, 2016 |
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert |
|
Executive Vice President and Director (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | MH KAPALUA VENTURE, LLC | | MORI GOLF (KAUAI), LLC | | MORI MEMBER (KAUAI), LLC | | RCDC 942, L.L.C. | | THE LION & CROWN TRAVEL CO., LLC | | Each a Registrant | | | | By: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President |
II-47
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulTableattorneys-in-fact and agents, with full power to act separately and full power of Contentssubstitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
| | | | | Signature | | Title | | Date | | | | /s/ Stephen P. Weisz Stephen P. Weisz | | President and Manager (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and Vice President (Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Manager | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Manager | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 20199. | | | | MORI WAIKOLOA HOLDING COMPANY, LLC | | Registrant | | | | By: | | CDP GP, INC.
CERROMAR DEVELOPMENT PARTNERS GP, INC.
HT-HIGHLANDS, INC.
HTS-BEACH HOUSE, INC.
HTS-COCONUT POINT, INC.
HTS-GROUND LAKE TAHOE, INC.
HTS-KEY WEST, INC.
HTS-KW, INC.
HTS-LAKE TAHOE, INC.
HTS-LOAN SERVICING, INC.
HTS-MAIN STREET STATION, INC.
HTS-SEDONA, INC.
HV GLOBAL MANAGEMENT CORPORATION
HV GLOBAL MARKETING CORPORATION
VACATION OWNERSHIP LENDING GP, INC.
VOL GP, INC.Marriott Ownership Resorts, Inc. |
Its: |
|
By:Sole Member | |
| | By: |
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
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Table of Contents
| | | | | Signature
| | Title
| | Date
|
|---|
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|
| Marriott Ownership Resorts, Inc. /s/ WILLIAM L. HARVEY
William L. HarveyJoseph J. BramuchiJoseph J. Bramuchi Treasurer and Vice President | | Executive Vice President (Principal financial officer) and DirectorSole Member | | March 31, 2016 |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President and Treasurer (Principal accounting officer) |
|
March 31, 2016 |
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert |
|
Executive Vice President and Director |
|
March 31, 2016May 8, 2019 |
II-49
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MVW OF HAWAII, INC. | | Registrant | | | | By: | | HTS-SAN ANTONIO, INC./s/ Marcus O’Leary |
|
|
By:Marcus O’Leary | |
|
/s/ VICTORIA J. KINCKE
Victoria J. Kincke
Senior Vice President and SecretaryTreasurer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaMarcus O’LearyMarcus O’Leary |
|
Senior Vice President, Treasurer and Treasurer (Principal accounting officer) Director(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ VICTORIA J. KINCKE
Victoria J. KinckeEdgar GumEdgar Gum |
|
Senior Vice President, Secretary and Director |
|
March 31, 2016May 8, 2019 |
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SIGNATURES Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MVW US HOLDINGS, INC. | | Registrant | | | | | TRADING PLACES INTERNATIONAL, LLC |
|
|
By: |
|
/s/ VICTORIA J. KINCKE
Victoria J. Kincke
Senior Vice President and Secretary |
|
|
PARADISE VACATION ADVENTURES, LLC | | | By: | | Trading Places International, LLC, as sole member/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ VICTORIA J. KINCKE
Victoria J. Kincke
SeniorTreasurer and Vice President and Secretary |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
II-51
Table of Contents
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ LOREN V. GALLAGHER
Loren V. Gallagher | | Title | | Date | | | | /s/ Stephen P. Weisz Stephen P. Weisz | | President, and Chief Executive Officer (Principal executive officer)and Director (Principal Executive Officer) | | March 31, 2016May 8, 2019 |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaJoseph J. BramuchiJoseph J. Bramuchi |
|
Senior Vice President, Treasurer (Principal accounting officer) and Director (Principal Financial Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ VICTORIA J. KINCKE
Victoria J. KinckeLaurie A. SullivanLaurie A. Sullivan |
|
Senior Vice President, General Counsel, Secretary and DirectorAssistant Treasurer (Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
II-52
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | MVW US SERVICES, LLC | | Registrant | | | | By: | | HTS-SAN ANTONIO, L.L.C.MVW SSC, Inc. |
Its: |
|
By:Sole Member | |
| | By: |
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaMVW SSC, Inc. |
|
Senior Vice President and Treasurer (Principal accounting officer)Sole Member |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTE E. MARBERTJoseph J. Bramuchi Joseph J. Bramuchi
Jeanette E. Marbert |
|
ExecutiveTreasurer and Vice President |
|
March 31, 2016 | | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | PELICAN LANDING TIMESHARE VENTURES
LIMITED PARTNERSHIP | | Registrant | | | | By: | | HTS-SAN ANTONIO, L.P.HTS-Coconut Point, Inc. | | Its: | | General Partner | | | | By: | | HTS-San Antonio, Inc., as general partner/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ VICTORIA J. KINCKE
Victoria J. Kincke
SeniorTreasurer and Vice President and Secretary |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Director,Senior Vice President and Treasurer (Principal accounting officer)HTS-Coconut Point, Inc. |
|
March 31, 2016May 8, 2019 |
| | | /s/ VICTORIA J. KINCKE
Victoria J. KinckeJohn E. Geller, Jr.John E. Geller, Jr. |
|
Director,Senior Vice President and SecretaryHTS-Coconut Point, Inc. |
|
May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director,March 31, 2016HTS-Coconut Point, Inc. | | May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | R.C. CHRONICLE BUILDING, L.P. | | Registrant | | | | By: | | HTS-WILD OAK RANCH BEVERAGE,RCC (GP) Holdings LLC |
Its: |
|
By:General Partner | |
| | By: |
| /s/ VICTORIAJoseph J. KINCKE
VictoriaBramuchi | | | Joseph J. Kincke
Bramuchi | | | SeniorTreasurer and Vice President and Secretary |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ WILLIAM L. HARVEY
William L. Harvey | | President (Principal executive officer, principal financial officer and principal accounting officer) and ManagerTitle | | March 31, 2016Date |
| | | RCC (LP) Holdings L.P. By: RCDC Chronicle LLC, its general partner /s/ VICTORIA J. KINCKE
Victoria J. KinckeStephen P. WeiszStephen P. Weisz President |
|
Senior Vice President, Secretary and ManagerSole Member, RCC (GP) Holdings LLC |
|
March 31, 2016May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | RBF, LLC | | | | | HVC-HIGHLANDS, L.L.C. | | | By: | | HT-Highlands, Inc., as general partner of Highlands Inn Investors II, L.P., the sole member/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz |
|
Senior Vice President and Treasurer (Principal accounting officer) (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTE E. MARBERT
Jeanette E. MarbertJoseph J. BramuchiJoseph J. Bramuchi |
|
ExecutiveTreasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and DirectorVice President (Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | The Ritz-Carlton Development Company, Inc. /s/ Stephen P. Weisz Stephen P. Weisz President | | Sole Member | | May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | RCC (GP) Holdings LLC | | | | By: | | HV GLOBAL GROUP, INC./s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz |
|
Senior Vice President Treasurer (Principal accounting officer) and Director (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTE E. MARBERT
Jeanette E. MarbertJoseph J. BramuchiJoseph J. Bramuchi |
|
ExecutiveTreasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and DirectorVice President (Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | RCC (LP) Holdings L.P. By: RCDC Chronicle LLC, its general partner /s/ Stephen P. Weisz Stephen P. Weisz President | | Sole Member | | May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | RCC (LP) HOLDINGS L.P. | | Registrant | | | | By: | | ILG MANAGEMENT,RCDC Chronicle LLC |
Its: |
|
By:General Partner | |
| | By: |
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | ManagerTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert | | Manager (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Manager (Principal financial officer) |
|
March 31, 2016 |
The Ritz-Carlton Development Company, Inc. | | Sole Member, RCDC Chronicle LLC | | May 8, 2019 | | | | /s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz President |
|
Manager (Principal accounting officer) |
|
March 31, 2016 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | RCDC CHRONICLE LLC | | | | | KEY WESTER LIMITED | | | By: | | HTS-KW, Inc., as general partner/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaStephen P. WeiszStephen P. Weisz |
|
Senior Vice President and Treasurer (Principal accounting officer) (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTE E. MARBERT
Jeanette E. MarbertJoseph J. BramuchiJoseph J. Bramuchi |
|
ExecutiveTreasurer and Vice President (Principal Financial Officer) | | May 8, 2019 | | | | /s/ Laurie A. Sullivan Laurie A. Sullivan | | Assistant Treasurer and DirectorVice President (Principal Accounting Officer) |
|
March 31, 2016May 8, 2019 | | | | | The Ritz-Carlton Development Company, Inc. | | Sole Member | | May 8, 2019 | | | | /s/ Stephen P. Weisz Stephen P. Weisz President | | | | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | REP HOLDINGS, LTD. | | Registrant | | | | By: | | RESORT MANAGEMENT FINANCE SERVICES, INC./s/ John E. Geller, Jr. |
|
|
By:John E. Geller, Jr | |
|
/s/ MICHELE KEUSCH
Michele Keusch
Executive Vice President and Chief Financial Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ MICHELE KEUSCH
Michele Keusch | | President (Principal executive officer) and DirectorTitle | | March 31, 2016Date |
/s/ JILL TILTON SILVERMAN
Jill Tilton Silverman |
|
Treasurer (Principal financial officer and principal accounting officer) and Director |
|
March 31, 2016 |
/s/ JENNIFER A. WEST
Jennifer A. WestDenis EbrillDenis Ebrill |
|
SecretaryPresident and Director (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | RESORT MANAGEMENT FINANCE SERVICES, INC. | | Registrant | | | | By: | | WORLDEX CORPORATION/s/ Jill Tilton Silverman |
|
|
By:Jill Tilton Silverman | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
PresidentTreasurer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JEANETTE E. MARBERT
Jeanette E. Marbert | | Title | | Date | | | | /s/ James H Hunter, IV James H Hunter, IV | | President (Principal executive officer) and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Jill Tilton Silverman Jill Tilton Silverman | | Treasurer (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | March 31, 2016 |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. Galea |
|
Senior Vice President, Chief Financial Officer, Treasurer (Principal accounting officer) and Director |
|
March 31, 2016May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | SHERATON FLEX VACATIONS, LLC | | | | | HVO KEY WEST HOLDINGS, LLC | | | By: | | HV Global Marketing Corporation, its sole member/s/ Joseph J. Bramuchi |
|
|
By:Joseph J. Bramuchi | |
|
/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
ExecutiveTreasurer and Vice President |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
| | Date
|
|---|
|
|
|
|
| /s/ JOHN BURLINGAME
John Burlingame | | President (Principal executive officer)Title | | March 31, 2016Date |
/s/ WILLIAM L. HARVEY
William L. Harvey |
|
Executive Vice President (Principal financial officer) and Director |
|
March 31, 2016 |
/s/ JOHN A. GALEA
John A. GaleaRalph Lee CunninghamRalph Lee Cunningham |
|
Senior ViceChief Executive Officer and President (Principal accounting officer) and Treasurer (Principal Executive Officer) |
|
March 31, 2016May 8, 2019 |
| | | /s/ JEANETTE E. MARBERT
Jeanette E. MarbertJoseph J. BramuchiJoseph J. Bramuchi |
|
ExecutiveTreasurer and Vice President and Director (Principal Financial Officer, Principal Accounting Officer) |
| May 8, 2019 | | | | HV Global Marketing Corporation /s/ Ralph Lee Cunningham Ralph Lee Cunningham Chief Executive Officer &
March 31, 2016President | | Sole Member | | May 8, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami,Orlando, State of Florida, on March 31, 2016.May 8, 2019. | | | | S.O.I. ACQUISITION CORP. | | Registrant | | | | | SUNSET HARBOR DEVELOPMENT PARTNERSHIP | | | By: | | HTS-Key West, Inc., as general partner/s/ John E. Geller, Jr. |
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By:John E. Geller, Jr | |
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/s/ JEANETTE E. MARBERT
Jeanette E. Marbert
Executive Vice President and Chief Financial Officer |
TheKnow all persons by these presents, that each person whose signature appears below constitutes and appoints Craig M. Nash, JeanetteJoseph J. Bramuchi, John E. MarbertGeller, Jr. and William L. Harvey and each of them, his or herJames H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, each with full power to act separately and full power of substitution and resubstitution, severally, for him or hersuch person and in his or hersuch person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-factattorney-in-fact and agents, and each of them,agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their or his or hereach such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons in the capacities and on the dates indicated.indicated below. | | | | | | | Title
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| /s/ WILLIAM L. HARVEY
William L. Harvey | | Title | | Date | | | | /s/ Jeanette E. Marbert Jeanette E. Marbert | | President, Chief Executive Officer and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Executive Vice President, (Principal executive officerChief Financial Officer and principal financial officer) and Director (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | March 31, 2016May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | |
/s/ JOHN A. GALEA
John A. Galea |
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Senior Vice President and Treasurer (Principal accounting officer) |
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March 31, 2016THE COBALT TRAVEL COMPANY, LLC |
THE RITZ-CARLTON MANAGEMENT COMPANY, L.L.C. | Each a Registrant | | | | By: | | The Ritz-Carlton Development Company, Inc. | | Its: | | Sole Member | | | | By: | | /s/ JEANETTE E. MARBERT
Jeanette E. MarbertJoseph J. Bramuchi | |
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ExecutiveJoseph J. Bramuchi | | | Treasurer and Vice President and Director |
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March 31, 2016 |
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Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. Table of Contents
EXHIBIT INDEX
| | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 2.1Signature | | Business Transfer Deed, dated August 3, 2013, among CLC Resort Management Limited, Gorvines Limited, VRI Europe Limited and the other parties theretoTitle | | ILG's Quarterly Report on Form 10-Q filed on November 5, 2013Date | | | | | | | | 2.2 | | Equity Interest Purchase Agreement, dated May 6, 2014 among Hyatt Corporation, HTS-Aspen, L.L.C., S.O.I. Acquisition Corp. and Interval Leisure Group. | | ILG's Quarterly Report on Form 10-Q filed on August 6, 2014 | | | | | | | | 2.3 | | Agreement and Plan of Merger, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Iris Merger Sub, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences,The Ritz-Carlton Development Company, Inc. | | Exhibit 2.1 to the Current Report on Form 8-K/A filed by Starwood Hotels & Resorts Worldwide, Inc. on November 3, 2015 | | Sole Member | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi Treasurer and Vice President | | | | | 2.4 | | Separation Agreement, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc. |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | VACATION OWNERSHIP LENDING, L.P. | | Registrant | | | | By: | | Exhibit 2.2 to the Current Report on Form 8-K/A filed by Starwood Hotels & Resorts Worldwide,Vacation Ownership Lending GP, Inc. on November 3, 2015 | | Its: | | General Partner | | | | By: | | | /s/ Joseph J. Bramuchi | | 3.1 | | Amended and Restated Certificate of Incorporation of Interval Leisure Group, Inc.Joseph J. Bramuchi | | | ILG's Current Report on Form 8-K filed on August 25, 2008 | | | | | | | | 3.2 | | Fourth AmendedTreasurer and Restated By-laws of Interval Leisure Group, Inc. | | ILG's Current Report on Form 8-K filed on December 12, 2014 | | | | | | | | 3.3 | | Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Interval Leisure Group, Inc. | | ILG's Quarterly Report on Form 10-Q filed on August 11, 2009 | | | | | | | | 3.4 | * | Certificate of Incorporation of Vacation Holdings Hawaii, Inc. (now Aqua-Aston Holdings, Inc.) | | | | | | | | | | 3.5 | * | By-laws of Vacation Holdings Hawaii, Inc. (now Aqua-Aston Holdings, Inc.) | | | | | | | | | | 3.6 | * | Certificate of Formation of Aqua Hospitality LLC | | | | | | | | | | 3.7 | * | Amended and Restated Limited Liability Company Agreement of Aqua Hospitality LLC | | | | | | | | | | 3.8 | * | Articles of Organization of Aqua Hotels & Resorts, LLC | | | | | | | | | | 3.9 | * | Second Amended Operating Agreement of Aqua Hotels & Resorts, LLC | | | | | | | | | | 3.10 | * | Second Amended and Restated Certificate of Incorporation of Aqua Hotels and Resorts, Inc. | | | | | | | | | | 3.11 | * | By-laws of Aqua Hotels and Resorts, Inc. | | | | | | | | | | 3.12 | * | Certificate of Formation of Aqua Hotels and Resorts Operator LLC | | | |
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Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulTableattorneys-in-fact and agents, with full power to act separately and full power of Contentssubstitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 3.13 | * | Limited Liability Company Agreement of Aqua Hotels and Resorts Operator LLCSignature | | | Title | | | | | Date | | 3.14 | * | Articles of Organization of Aqua Luana Operator LLC | | | | | | | | | | 3.15 | * | Operating Agreement of Aqua Luana Operator LLC | | | | | | | | | | 3.16 | | Articles of Organization of ResortQuest Hawaii, LLC (now Aqua-Aston Hospitality, LLC) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.17 | | Amended and Restated Operating Agreement of ResortQuest Hawaii, LLC (now Aqua-Aston Hospitality, LLC) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.18 | * | Articles of Organization of Aston Hotels & Resorts Florida, LLC | | | | | | | | | | 3.19 | * | Operating Agreement of Aston Hotels & Resorts Florida, LLC | | | | | | | | | | 3.20 | * | Certificate of Incorporation of CDP GP, Inc. | | | | | | | | | | 3.21 | * | By-laws of CDP GP, Inc. | | | | | | | | | | 3.22 | * | Certificate of Limited Partnership of CDP Investors, L.P. | | | | | | | | | | 3.23 | * | Agreement of Limited Partnership of CDP Investors, L.P. | | | | | | | | | | 3.24 | * | Certificate of Incorporation of Cerromar Development Partners GP, Inc. | | | | | | | | | | 3.25 | * | By-laws of Cerromar Development Partners GP, Inc. | | | | | | | | | | 3.26 | * | Certificate of Limited Partnership of Cerromar Development Partners, L.P., S.E. | | | | | | | | | | 3.27 | * | Agreement of Limited Partnership of Cerromar Development Partners, L.P., S.E. | | | | | | | | | | 3.28 | * | Articles of Organization of Diamond Head Management LLC | | | | | | | | | | 3.29 | * | First Amended Operating Agreement of Diamond Head Management LLC | | | | | | | | | | 3.30 | * | Certificate of Formation of Grand Aspen Holdings, LLC | | | | | | | | | | 3.31 | * | Second Amended and Restated Limited Liability Company Operating Agreement of Grand Aspen Holdings, LLC | | | | | | | | | | 3.32 | * | Certificate of Formation of Grand Aspen Lodging, LLC | | | | | | | | | | 3.33 | * | Limited Liability Company Operating Agreement of Grand Aspen Lodging, LLC | | | | | | | | | | 3.34 | * | Certificate of Limited Partnership of Highlands Inn Investors II, L.P. | | | | | | | | | | 3.35 | * | Agreement of Limited Partnership of Highlands Inn Investors II, L.P. | | |
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| 3.36 | * | Articles of Organization of Hotel Management Services LLC/s/ Ralph Lee Cunningham Ralph Lee Cunningham | | | | | | | | | | 3.37 | * | First Amended Operating Agreement of Hotel Management Services LLC | | | | | | | | | | 3.38 | * | Certificate of Incorporation of H-Sub 68, Inc. (now HT-Highlands, Inc.) | | | | | | | | | | 3.39 | * | By-laws of HT-Highlands, Inc. | | | | | | | | | | 3.40 | * | Certificate of Formation of HTS-BC, L.L.C. | | | | | | | | | | 3.41 | * | Limited Liability Company Operating Agreement of HTS-BC, L.L.C. | | | | | | | | | | 3.42 | * | Certificate of Incorporation of HTS-Beach House, Inc. | | | | | | | | | | 3.43 | * | By-laws of HTS-Beach House, Inc. | | | | | | | | | | 3.44 | * | Certificate of Formation of HTS-Beach House Partner, L.L.C. | | | | | | | | | | 3.45 | * | Limited Liability Company Operating Agreement of HTS-Beach House Partner, L.L.C. | | | | | | | | | | 3.46 | * | Certificate of Incorporation of HTS-Coconut Point, Inc. | | | | | | | | | | 3.47 | * | By-laws of HTS-Coconut Point, Inc. | | | | | | | | | | 3.48 | * | Certificate of Incorporation of HTS-Ground Lake Tahoe, Inc. | | | | | | | | | | 3.49 | * | By-laws of HTS-Ground Lake Tahoe, Inc. | | | | | | | | | | 3.50 | * | Certificate of Incorporation of H-Sub 65, Inc. (now HTS-Key West, Inc.) | | | | | | | | | | 3.51 | * | By-laws of HTS-Key West, Inc. | | | | | | | | | | 3.52 | * | Certificate of Incorporation of HTS-KW, Inc. | | | | | | | | | | 3.53 | * | By-laws of HTS-KW, Inc. | | | | | | | | | | 3.54 | * | Certificate of Incorporation of HT-New Dulles Airport Hotel, Inc. (now HTS-Lake Tahoe, Inc.) | | | | | | | | | | 3.55 | * | By-laws of HTS-Lake Tahoe, Inc. | | | | | | | | | | 3.56 | * | Certificate of Incorporation of HTS-Loan Servicing, Inc. | | | | | | | | | | 3.57 | * | By-laws of HTS-Loan Servicing, Inc. | | | | | | | | | | 3.58 | * | Certificate of Incorporation of HTS-Main Street Station, Inc. | | | | | | | | | | 3.59 | * | By-laws of HTS-Main Street Station, Inc. | | | | | | | | | | 3.60 | * | Certificate of Formation of HTS-Maui, L.L.C. | | | | | | | | | | 3.61 | * | Limited Liability Company Operating Agreement of HTS-Maui, L.L.C. | | | |
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| | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 3.62 | * | Certificate of Incorporation of HTS-San Antonio, Inc. | | | | | | | | | | 3.63 | * | By-laws of HTS-San Antonio, Inc | | | | | | | | | | 3.64 | * | Certificate of Formation of HTS-San Antonio, L.L.C. | | | | | | | | | | 3.65 | * | Operating Agreement of HTS-San Antonio, L.L.C. | | | | | | | | | | 3.66 | * | Certificate of Limited Partnership of HTS-San Antonio, L.P. | | | | | | | | | | 3.67 | * | Agreement of Limited Partnership of HTS-San Antonio, L.P. | | | | | | | | | | 3.68 | * | Certificate of Incorporation of HTS-Sedona, Inc. | | | | | | | | | | 3.69 | * | By-laws of HTS-Sedona, Inc. | | | | | | | | | | 3.70 | * | Certificate of Formation of HTS-Sunset Harbor Partner, L.L.C. | | | | | | | | | | 3.71 | * | Limited Liability Company Operating Agreement of HTS-Sunset Harbor Partner, L.L.C. | | | | | | | | | | 3.72 | * | Articles of Organization of HTS-Wild Oak Ranch Beverage, LLC | | | | | | | | | | 3.73 | * | Regulations of HTS-Wild Oak Ranch Beverage, LLC | | | | | | | | | | 3.74 | * | Certificate of Formation of HTS-Windward Pointe Partner, L.L.C. | | | | | | | | | | 3.75 | * | Limited Liability Company Operating Agreement of HTS-Windward Pointe Partner, L.L.C. | | | | | | | | | | 3.76 | * | Certificate of Incorporation of H-Sub 54, Inc. (now HV Global Group, Inc.) | | | | | | | | | | 3.77 | * | By-laws of Hyatt Vacation Ownership, Inc. (now HV Global Group, Inc.) | | | | | | | | | | 3.78 | * | Certificate of Incorporation of H-Sub 67, Inc. (now HV Global Management Corporation) | | | | | | | | | | 3.79 | * | By-laws of Hyatt Vacation Management Corporation (now HV Global Management Corporation) | | | | | | | | | | 3.80 | * | Articles of Incorporation of Key West Vacation Marketing Company (now HV Global Marketing Corporation) | | | | | | | | | | 3.81 | * | By-laws of Key West Vacation Marketing Company (now HV Global Marketing Corporation) | | | | | | | | | | 3.82 | * | Certificate of Formation of HVC-Highlands, L.L.C. | | | | | | | | | | 3.83 | * | Articles of Organization of HVO Key West Holdings, LLC | | | | | | | | | | 3.84 | * | Limited Liability Company Agreement of HVO Key West Holdings, LLC | | | |
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| | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 3.85 | | Certificate of Incorporation of Interval International, Inc. (now IIC Holdings, Incorporated) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.86 | | By-laws of Interval International, Inc. (now IIC Holdings, Incorporated) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.87 | * | Articles of Incorporation of ILG International Holdings, Inc. | | | | | | | | | | 3.88 | * | By-laws of ILG International Holdings, Inc. | | | | | | | | | | 3.89 | * | Articles of Organization of ILG Management, LLC | | | | | | | | | | 3.90 | * | Operating Agreement of ILG Management, LLC | | | | | | | | | | 3.91 | | Certificate of Incorporation of Interval Holdings, Inc. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.92 | | By-laws of Interval Holdings, Inc. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.93 | | Articles of Incorporation of New Interval International, Inc. (now Interval International, Inc.) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.94 | * | Amended and Restated By-laws of Interval International, Inc. | | | | | | | | | | 3.95 | | Articles of Incorporation of Tenstar Corporation (now Interval Resort & Financial Services, Inc.) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.96 | | By-laws of Tenstar Corporation (now Interval Resort & Financial Services, Inc.) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.97 | | Amended and Restated Articles of Organization of Interval Software Services, LLC | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.98 | | Operating Agreement of Resort Solutions, LLC (now Interval Software Services, LLC) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.99 | * | Articles of Organization Kai Management Services LLC | | | | | | | | | | 3.100 | * | First Amended Operating Agreement of Kai Management Services LLC | | | | | | | | | | 3.101 | * | Certificate of Partnership of Key Wester Limited | | | | | | | | | | 3.102 | * | Agreement of Limited Partnership of Key Wester Limited | | | |
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| | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 3.103 | | Amended and Restated Articles of Organization of ResortQuest Real Estate of Hawaii, LLC (now Maui Condo and Home, LLC) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.104 | | Amended and Restated Operating Agreement of ResortQuest Real Estate of Hawaii, LLC (now Maui Condo and Home, LLC) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.105 | * | Certificate of Formation of TPI Acquisition Holdings, LLC (now Management Acquisition Holdings, LLC) | | | | | | | | | | 3.106 | * | Limited Liability Company Agreement of TPI Acquisition Holdings, LLC (now Management Acquisition Holdings, LLC) | | | | | | | | | | 3.107 | | Articles of Incorporation of Meragon Financial Services, Inc. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.108 | | By-laws of Meragon Financial Services, Inc. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.109 | | Articles of Incorporation of Meridian Financial Services, Inc. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.110 | | By-laws of Meridian Financial Services, Inc. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.111 | * | Amended and Restated Articles of Incorporation of Owners' Resorts and Exchange, Inc. | | | | | | | | | | 3.112 | * | Amended and Restated By-laws of Owners' Resorts and Exchange, Inc. | | | | | | | | | | 3.113 | * | Articles of Organization of Paradise Vacation Adventures, LLC | | | | | | | | | | 3.114 | * | Articles of Incorporation of ICR Finance Services, Inc. (now Resort Management Finance Services, Inc.) | | | | | | | | | | 3.115 | * | By-laws of ICR Finance Services, Inc. (now Resort Management Finance Services, Inc.) | | | | | | | | | | 3.116 | | Articles of Incorporation of REP Holdings, Ltd. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.117 | | By-laws of REP Holdings, LTD. | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.118 | * | Certificate of Incorporation of Resort Sales Services, Inc. | | | | | | | | | | 3.119 | * | By-laws of Resort Sales Services, Inc. | | | |
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| | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 3.120 | | Amended and Restated Articles of Organization of RQI Holdings, LLC | | ILG's Registration Statement on Form S-4 filed on December 24, 2008 | | | | | | | | 3.121 | | Amended and Restated Operating Agreement of RQI Holdings, LLC | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.122 | * | Articles of Incorporation of S.O.I. Acquisition Corp. | | | | | | | | | | 3.123 | * | By-laws of S.O.I. Acquisition Corp. | | | | | | | | | | 3.124 | * | Articles of Incorporation of Laguna Niguel Travel, Inc. (now Trading Places International, LLC) | | | | | | | | | | 3.125 | * | Limited Liability Company Agreement of Trading Places International, LLC | | | | | | | | | | 3.126 | * | Certificate of Incorporation ofDirector, Vacation Ownership Lending GP, Inc. | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | | | | | | 3.127 | * | By-laws ofDirector, Vacation Ownership Lending GP, Inc. | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | | | | | | 3.128 | * | Certificate of Limited Partnership ofDirector, Vacation Ownership Lending L.P. | | | | | | | | | | 3.129 | * | Articles of Incorporation of Vacation Resorts International | | | | | | | | | | 3.130 | * | By-laws of Vacation Resorts International | | | | | | | | | | 3.131 | * | Certificate of Incorporation of VOL GP, Inc. | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | VOL INVESTORS, L.P. | | Registrant | | | | By: | | | | | | | 3.132 | * | By-laws of VOL GP, Inc. | | | | Its: | | General Partner | | | | By: | | | /s/ Joseph J. Bramuchi | | 3.133 | * | Certificate of Limited Partnership of VOL Investors, L.P. | | Joseph J. Bramuchi | | | | | | | | 3.134 | * | Agreement of Limited Partnership of VOL Investors, L.P. | | | | | | | | | | 3.135 | * | Certificate of Formation of Windward Pointe II, L.L.C. | | | | | | | | | | 3.136 | * | Operating Agreement of Windward Pointe II, L.L.C. | | | | | | | | | | 3.137 | | Articles of Incorporation of Worldex Corporation | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.138 | | By-laws of Worldex Corporation | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.139 | | Articles of Incorporation of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | | | | | | | | 3.140 | | By-laws of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.) | | ILG's Registration Statement on Form S-4 filed on October 3, 2008 | |
| | | | Treasurer and Vice President |
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Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulTableattorneys-in-fact and agents, with full power to act separately and full power of Contentssubstitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | | Exhibit | | Description | | Incorporated By Reference Location |
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| 4.1Signature | | Rights Agreement dated as of June 10, 2009, between Interval Leisure Group, Inc. and the Bank of New York Mellon, as Rights Agent, which includes the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit CTitle | | ILG's Current Report on Form 8-K filed on June 11, 2009Date | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | | | | | | 4.2 | | Indenture, dated April 10, 2015, among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto and HSBC Bank USA, National Association | | ILG's Current Report on Form 8-K filed on April 10, 2015 | | | | | | | | 4.3 | | Registration Rights Agreement among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto, and Wells Fargo Securities, LLC, dated April 10, 2015 | | ILG's Current Report on Form 8-K filed on April 10, 2015 | | | | | | | | 4.4 | | Form of 5.625% Senior Note due 2023 | | Exhibit A to Exhibit 4.2 | | | | | | | | 5.1 | *** | Opinion of Holland & Knight LLC | | | | | | | | | | 5.2 | *** | Opinion of Goodsill Anderson Quinn & Stifel | | | | | | | | | | 12.1 | * | Computation of Ratio of Earnings to Fixed Charges | | | | | | | | | | 21.1 | | Subsidiaries of Interval Leisure Group,Director, VOL GP, Inc. | | ILG's Annual Report on Form 10-K filed on February 26, 2016May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director, VOL GP, Inc. | | | May 8, 2019 | | 23.1 | * | Consent of Ernst & Young LLP/s/ James H Hunter, IV James H Hunter, IV | | | | Director, VOL GP, Inc. | | May 8, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | WINDWARD POINTE II, L.L.C. | | | | By: | | | /s/ Joseph J. Bramuchi | | 23.2 | * | Consent of Ernst & Young LLP | | Joseph J. Bramuchi | | | Treasurer and Vice President |
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | Signature | | | | | 23.3 | *** | Consent of Holland & Knight LLP (included in Exhibit 5.1)Title | | Date | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham | | Chief Executive Officer and President (Principal Executive Officer) | | | May 8, 2019 | | 25.1 | * | Form T-1 Statement of Eligibility of The Bank of New York Mellon to act as Trustee/s/ Joseph J. Bramuchi Joseph J. Bramuchi | | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | Key Wester Limited By:HTS-KW, Inc., its General Partner | | | | | 99.1 | * | Letter of TransmittalSole Member | | May 8, 2019 | | | | /s/ Ralph Lee Cunningham Ralph Lee Cunningham Chief Executive Officer & President | | | | |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 8, 2019. | | | | WORLDWIDE VACATION & TRAVEL, INC. | | Registrant | | 99.2 | * | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other NomineesBy: | | /s/ Joseph J. Bramuchi | | | Joseph J. Bramuchi | | | Treasurer and Vice President |
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Joseph J. Bramuchi, John E. Geller, Jr. and James H Hunter, IV as such person’s true and lawfulattorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or each such person’s substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below. | | | | | | 99.3 | * | Letter to ClientsSignature | | | Title | | Date | | | | /s/ Jeanette E. Marbert Jeanette E. Marbert | | | | | 99.4 | * | Notice of Guaranteed DeliveryPresident, Chief Executive Officer and Director (Principal Executive Officer) | | May 8, 2019 | | | | /s/ Joseph J. Bramuchi Joseph J. Bramuchi | | Treasurer and Vice President (Principal Financial Officer, Principal Accounting Officer) | | May 8, 2019 | | | | /s/ John E. Geller, Jr. John E. Geller, Jr. | | Director | | May 8, 2019 | | | | /s/ James H Hunter, IV James H Hunter, IV | | Director | | May 8, 2019 |
†Reflects management contracts and management and director compensatory plans
*Filed Herewith.
**Furnished Herewith
***To be filed by amendment.
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