Common use of Actions Prior to Distribution Clause in Contracts

Actions Prior to Distribution. (a) Spinco will cooperate with Burgundy to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy will be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Burgundy), and Spinco will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy in good faith. Without limiting the generality of the foregoing, Spinco will and will cause its employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Burgundy in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Common Stock on an appropriate registration form or forms to be designated by Burgundy (the “Spinco Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy and Spinco will prepare and mail, prior to any Distribution Date, to the holders of Burgundy Common Stock, such information concerning Spinco, Grizzly, their respective businesses, operations and management, the Distribution and such other matters as Burgundy will reasonably determine and as may be required by Law. Burgundy and Spinco will prepare, and Spinco will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Burgundy determines are necessary or desirable to effectuate the Distribution and Burgundy and Spinco will each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy and Spinco will take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Burgundy and Spinco will take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 to be satisfied and to effect the Distribution on any Distribution Date.

Actions Prior to Distribution. (a) Spinco Newco will cooperate with Burgundy Fox to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy Fox will be permitted to reasonably direct and control the efforts efforts, prior to the Distribution Date, of the Parties Newco in connection with the Distribution in accordance with the terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements (including the selection of any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange transfer agent and financial, legal, accounting and other advisors for BurgundyFox, but not the selection of the Exchange Agent, who will be selected pursuant to Section 1.6(b) of the Merger Agreement), and Spinco Newco will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy Fox in good faithfaith and in accordance with the terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Spinco will Newco will, and will cause its Subsidiaries and its and their respective employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Burgundy Fox in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Newco Common Stock on an appropriate registration form or forms to be designated by Burgundy Fox (the “Spinco Newco Registration Statement”) and, if applicable, following effectiveness of the Newco Registration Statement, a Schedule TO (together with any amendments thereto, the “Schedule TO”), ; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco Newco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy Fox and Spinco Newco will prepare and mail, prior to any the Distribution Date, to the holders of Burgundy shares of Fox Common Stock, such information concerning SpincoNewco, GrizzlyAinge, their respective businesses, operations and management, the Distribution and such other matters as Burgundy Fox will reasonably determine and as may be required by applicable Law. Burgundy Fox and Spinco Newco will prepare, and Spinco Newco will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Burgundy Fox determines are necessary or desirable to effectuate the Distribution and Burgundy Fox and Spinco Newco will each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy Fox and Spinco Newco will take all such action as may be necessary or appropriate under the securities or “blue sky sky” Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Burgundy Fox and Spinco Newco will take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 7.2 to be satisfied and to effect the Distribution on any the Distribution Date. (e) Notwithstanding anything to the contrary, any and all costs, expenses and Liabilities incurred by or on behalf of Newco or any member of the Newco Group as a result of or in connection with the matters set forth in this Section 3.3 shall be the sole responsibility of Fox and shall be deemed to be “Excluded Liabilities” for the purposes hereof. (f) Notwithstanding anything to the contrary, without any further action required by any Party, effective as of immediately prior to the Effective Time, all provisions of this Section 3.3, with the exception of Section 3.3(a), shall automatically terminate and be of no further force and the Parties shall cease to have any rights or obligations thereunder. (g) Nothing under this Section 3.3 shall be deemed to limit or affect the Parties’ rights and obligations under the Merger Agreement.

Actions Prior to Distribution. (a) Spinco will cooperate with Burgundy Parent to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy Parent will be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BurgundyParent), and Spinco will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy Parent in good faith. Without limiting the generality of the foregoing, Spinco will and will cause its their respective employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Burgundy Parent in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Common Stock on an appropriate registration form or forms to be designated by Burgundy Parent (the “Spinco Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy Parent and Spinco will prepare and mail, prior to any Distribution Date, to the holders of Burgundy Parent Common Stock, such information concerning Spinco, GrizzlyAcquirer, their respective businesses, operations and management, the Distribution and such other matters as Burgundy Parent will reasonably determine and as may be required by Law. Burgundy Parent and Spinco will prepare, and Spinco will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Burgundy Parent determines are necessary or desirable to effectuate the Distribution and Burgundy Parent and Spinco will each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy Parent and Spinco will take all such action as may be necessary or appropriate under the securities or blue sky Laws laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Burgundy Parent and Spinco will take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 3.3 to be satisfied and to effect the Distribution on any Distribution Date.

Actions Prior to Distribution. (a) Spinco will Vistana shall cooperate with Burgundy Starwood to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy will Starwood shall be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of an investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BurgundyStarwood), and Spinco will Vistana shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy Starwood in good faithfaith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Spinco will Vistana shall and will shall cause its employees, advisors, agents, accountants, counsel and other representatives Representatives to, as reasonably directed by Burgundy Starwood in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Vistana Common Stock on an appropriate registration form or forms to be designated by Burgundy Starwood (including any amendment or supplement thereto, the “Spinco Vistana Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco Vistana and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy Starwood and Spinco will Vistana shall prepare and mail, prior to any the Distribution Date, to the holders of Burgundy Common StockRecord Holders, such information concerning SpincoVistana, GrizzlyILG, their respective businesses, operations and management, the Distribution and such other matters as Burgundy will Starwood shall reasonably determine and as may be required by Law. Burgundy Starwood and Spinco will Vistana shall prepare, and Spinco willVistana shall, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-no action letters which Burgundy Starwood determines are is necessary or desirable to effectuate the Distribution and Burgundy Starwood and Spinco will Vistana shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy Notwithstanding anything to the contrary in Section 4.3(a) or Section 4.3(b), to the extent any mailing or filing contemplated by this Section 4.3 contains information concerning ILG, the Vistana Entities or any of their respective businesses, operations or management, ILG shall be provided with copies of, and Spinco will given an opportunity to review and comment on, such documentation before it is mailed or filed, and no such documentation shall be so mailed or filed without ILG’s express approval (not to be unreasonably withheld, conditioned or delayed). (d) Starwood and Vistana shall take all such action as may be necessary or appropriate under the securities or “blue sky sky” Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (de) Burgundy From the date of this Agreement up to and Spinco will take all reasonable steps necessary including the Distribution Date, Starwood shall, with respect to the Vistana Entities, and appropriate shall cause each of the Vistana Entities, to cause operate substantially in accordance with Annex A, including by effecting the conditions set forth material investments and capital expenditures substantially in accordance with Annex A, in each case, in the manner as would be conducted by a prudent owner and operator of a business of this kind. In furtherance thereof, except as contemplated by this Agreement (including the Internal Reorganization and the Asset Purchase), as disclosed in Section 4.3 7.02(a) of the Vistana Disclosure Schedule, as consented to by ILG in writing (which consent shall not be satisfied unreasonably withheld, conditioned, delayed or denied), or as required by Law, Starwood shall, with respect to the Vistana Entities, and shall cause each of the Vistana Entities, to: (i) manage and operate its management accounts in good faith, in the ordinary course of business consistent with past practice; provided, that each of Starwood and Vistana shall take such actions as may be necessary to effect ensure that, as of the Distribution on any the Distribution Date, each of the Vistana Entities set forth on Annex D holds an amount of cash equal to the amount set forth opposite such Vistana Entity’s name on Annex D (all such amounts in the aggregate the “Estimated Cash Accounts Balance”), plus or minus ten percent (10%) of each such amount, and plus the amount of the Mexican Distributions (denominated in Mexican Pesos); (ii) not repurchase, repay, refinance or incur any indebtedness for borrowed money, other than indebtedness incurred in order to distribute to Starwood the amount, if any, by which the Distribution Date Payment exceeds the Asset Purchase Price, issue any debt securities, engage in any securitization transactions or similar arrangements or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any Person (other than a Vistana Entity) for borrowed money; (iii) with respect to the treatment of all trade creditors and related accounts of the Vistana Group, operate in good faith and in accordance with payment and accounting practices that are in the ordinary course of business consistent with past practice, including by not delaying the payment of liabilities owed to such creditors that are not in the ordinary course of business consistent with past practice; and (iv) with respect to the treatment of all trade debtors and related accounts of the Vistana Group, operate in good faith and in accordance with invoicing and collections practices that are in the ordinary course of business consistent with past practice, including by not accelerating any payments to such debtors in advance of the due date of such payment that is owed in a manner not in the ordinary course of business consistent with past practice. For the avoidance of doubt, in no event shall the covenants and agreements of Starwood or its Affiliates (including the Vistana Entities) hereunder be construed as a representation, warranty, covenant or other agreement that any particular results of operations, financial condition or performance of the Vistana Business have occurred or will occur.

Actions Prior to Distribution. (a) Spinco will cooperate with Burgundy TDCC to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy TDCC will be permitted to reasonably direct and control the efforts of the Parties parties hereto in connection with the Distribution (including the selection of any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BurgundyTDCC), and Spinco will use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy TDCC in good faith. Without limiting the generality of the foregoing, Spinco will will, and will cause its employees, advisors, agents, accountants, counsel and other representatives Representatives to, as reasonably directed by Burgundy TDCC in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Common Stock on an appropriate registration form or forms to be designated by Burgundy TDCC (the “Spinco Registration Statement”), ; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, sessions and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) ); and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy TDCC and Spinco will prepare and mail, prior to any Distribution Date, to the holders of Burgundy Common StockTDCC Stockholders, such information concerning Spinco, GrizzlyParent, their respective businesses, operations and management, the Distribution and such other matters as Burgundy TDCC will reasonably determine and as may be required by Law. Burgundy TDCC and Spinco will prepare, and Spinco will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Burgundy that TDCC determines are necessary or desirable to effectuate the Distribution and Burgundy TDCC and Spinco will each use its their reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy TDCC and Spinco will take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Burgundy and Spinco will take all reasonable steps necessary and appropriate to cause Upon satisfaction of the conditions set forth in Section 4.3 to be satisfied and to 3.01, TDCC shall effect the Distribution on any the Distribution Date.

Actions Prior to Distribution. (a) Spinco will cooperate with Burgundy TDCC to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy TDCC will be permitted to reasonably direct and control the efforts of the Parties parties hereto in connection with the Distribution (including the selection of any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BurgundyTDCC), and Spinco will use commercially its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy TDCC in good faith. Without limiting the generality of the foregoing, Spinco will will, and will cause its employees, advisors, agents, accountants, counsel and other representatives Representatives to, as reasonably directed by Burgundy TDCC in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Common Stock on an appropriate registration form or forms to be designated by Burgundy TDCC (the “Spinco Registration Statement”), ; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, sessions and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “”cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) ); and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy TDCC and Spinco will prepare and mail, prior to any Distribution Date, to the holders of Burgundy Common StockTDCC Stockholders, such information concerning Spinco, GrizzlyParent, their respective businesses, operations and management, the Distribution and such other matters as Burgundy TDCC will reasonably determine and as may be required by Law. Burgundy TDCC and Spinco will prepare, and Spinco will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Burgundy that TDCC determines are necessary or desirable to effectuate the Distribution and Burgundy TDCC and Spinco will each use its their reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy TDCC and Spinco will take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Burgundy and Spinco will take all reasonable steps necessary and appropriate to cause Upon satisfaction of the conditions set forth in Section 4.3 to be satisfied and to 3.01, TDCC shall effect the Distribution on any the Distribution Date.

Actions Prior to Distribution. (a) Spinco will Vistana shall cooperate with Burgundy Starwood to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy will Starwood shall be permitted to reasonably direct and control the efforts of the Parties in connection with the Distribution (including the selection of an investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for BurgundyStarwood), and Spinco will Vistana shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy Starwood in good faithfaith and in accordance with the applicable terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Spinco will Vistana shall and will shall cause its employees, advisors, agents, accountants, counsel and other representatives Representatives to, as reasonably directed by Burgundy Starwood in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Vistana Common Stock on an appropriate registration form or forms to be designated by Burgundy Starwood (including any amendment or supplement thereto, the “Spinco Vistana Registration Statement”), (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco Vistana and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy Starwood and Spinco will Vistana shall prepare and mail, prior to any Distribution Date, to the holders of Burgundy Starwood Common Stock, such information concerning SpincoVistana, GrizzlyILG, their respective businesses, operations and management, the Distribution and such other matters as Burgundy will Starwood shall reasonably determine and as may be required by Law. Burgundy Starwood and Spinco will Vistana shall prepare, and Spinco willVistana shall, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-no action letters which Burgundy Starwood determines are is necessary or desirable to effectuate the Distribution and Burgundy Starwood and Spinco will Vistana shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy Notwithstanding anything to the contrary in Section 4.3(a) or Section 4.3(b), to the extent any mailing or filing contemplated by this Section 4.3 contains information concerning ILG, the Vistana Entities or any of their respective businesses, operations or management, ILG shall be provided with copies of, and Spinco will given an opportunity to review and comment on, such documentation before it is mailed or filed, and no such documentation shall be so mailed or filed without ILG’s express approval (not to be unreasonably withheld, conditioned or delayed). (d) Starwood and Vistana shall take all such action as may be necessary or appropriate under the securities or “blue sky sky” Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (de) Burgundy From the date of this Agreement up to and Spinco will take all reasonable steps necessary including the Distribution Date, Starwood shall, with respect to the Vistana Entities, and appropriate shall cause each of the Vistana Entities, to cause operate substantially in accordance with Annex A, including by effecting the conditions set forth material investments and capital expenditures substantially in accordance with Annex A, in each case, in the manner as would be conducted by a prudent owner and operator of a business of this kind. In furtherance thereof, except as contemplated by this Agreement (including the Internal Reorganization), as disclosed in Section 4.3 7.02(a) of the Vistana Disclosure Schedule, as consented to by ILG in writing (which consent shall not be satisfied unreasonably withheld, conditioned, delayed or denied), or as required by Law, Starwood shall, with respect to the Vistana Entities, and shall cause each of the Vistana Entities, to: (i) manage and operate its management accounts in good faith, in the ordinary course of business consistent with past practice; (ii) not repurchase, repay, refinance or incur any indebtedness for borrowed money in excess of the amount necessary to effect the Distribution on Date Payment, issue any Distribution Datedebt securities, engage in any securitization transactions or similar arrangements or assume, guarantee or endorse, or otherwise as an accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any Person (other than a Vistana Entity) for borrowed money; (iii) with respect to the treatment of all trade creditors and related accounts of the Vistana Group, operate in good faith and in accordance with payment and accounting practices that are in the ordinary course of business consistent with past practice, including by not delaying the payment of liabilities owed to such creditors that are not in the ordinary course of business consistent with past practice; and (iv) with respect to the treatment of all trade debtors and related accounts of the Vistana Group, operate in good faith and in accordance with invoicing and collections practices that are in the ordinary course of business consistent with past practice, including by not accelerating any payments to such debtors in advance of the due date of such payment that is owed in a manner not in the ordinary course of business consistent with past practice. For the avoidance of doubt, in no event shall the covenants and agreements of Starwood or its Affiliates (including the Vistana Entities) hereunder be construed as a representation, warranty, covenant or other agreement that any particular results of operations, financial condition or performance of the Vistana Business have occurred or will occur.

Actions Prior to Distribution. (a) Spinco Newco will cooperate with Burgundy Xxxxxxx to accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required in connection with the Distribution. Burgundy Xxxxxxx will be permitted to reasonably direct and control the efforts efforts, prior to the Distribution Date, of the Parties Newco in connection with the Distribution in accordance with the terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements (including the selection of any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or transfer agent or exchange agent and financial, legal, accounting and other advisors for BurgundyXxxxxxx), and Spinco Newco will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by Burgundy Xxxxxxx in good faithfaith and in accordance with the terms and subject to the conditions of this Agreement, the Merger Agreement and all Ancillary Agreements. Without limiting the generality of the foregoing, Spinco will Newco will, and will cause its Subsidiaries and its and their respective employees, advisors, agents, accountants, counsel and other representatives to, as reasonably directed by Burgundy Xxxxxxx in good faith, reasonably cooperate in and take the following actions: (i) preparing and filing the registration under the Securities Act or the Exchange Act of Spinco Newco Common Stock Units on an appropriate registration form or forms to be designated by Burgundy Xxxxxxx (the “Spinco Newco Registration Statement”)) and, if applicable, Schedule TO; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, and “road shows” in connection with the Distribution (including any marketing efforts), which participation shall be subject to, and may be concurrent with, any such activities required with respect to the Exchange Offer, ; (iii) furnishing to any dealer manager or other similar agent participating in the Distribution (A) “cold comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as may be reasonably requested, ; and (iv) furnishing all historical and forward-looking financial and other pertinent financial and other information that is available to Spinco Newco and is reasonably required in connection with the Distribution. Without limiting the foregoing, the Parties will perform the marketing activities set forth in Schedule 4.4 as provided therein. (b) Burgundy Xxxxxxx and Spinco Newco will prepare and mail, prior to any the Distribution Date, to the holders of Burgundy Xxxxxxx Common Stock, such information concerning SpincoNewco, GrizzlyNetScout, their respective businesses, operations and management, the Distribution and such other matters as Burgundy Xxxxxxx will reasonably determine and as may be required by applicable Law. Burgundy Xxxxxxx and Spinco Newco will prepare, and Spinco Newco will, to the extent required under applicable Law, file with the SEC any such documentation and any requisite no-action letters which Burgundy Xxxxxxx determines are necessary or desirable to effectuate the Distribution and Burgundy Xxxxxxx and Spinco Newco will each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (c) Burgundy Xxxxxxx and Spinco Newco will take all such action as may be necessary or appropriate under the securities or blue sky Laws laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution. (d) Burgundy Xxxxxxx and Spinco Newco will take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.3 7.02 to be satisfied and to effect the Distribution on any the Distribution Date. (e) Notwithstanding anything to the contrary, any and all costs, expenses and Liabilities incurred by or on behalf of Newco or any member of the Newco Group as a result of or in connection with the matters set forth in this Section 3.03 shall be the sole responsibility of Xxxxxxx and shall be deemed to be “Excluded Liabilities” for the purposes hereof. (f) Notwithstanding anything to the contrary, without any further action required by any Party, effective as of immediately prior to the Effective Time, all provisions of this Section 3.03, with the exception of Section 3.03(a), shall automatically terminate and be of no further force and the Parties shall cease to have any rights or obligations thereunder.