Common use of Additional Borrower Clause in Contracts

Additional Borrower. (a) The Company may at any time, by written notice (the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent of such supporting resolutions, incumbency certificates, opinions of counsel, documentation and other information (including a Beneficial Ownership Certification) required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and other documents or information, in each case, as may be requested by and in form, content and scope reasonably satisfactory to the Administrative Agent or each HGVJ Revolving Credit Lender, and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) The HGVJ Amendment may, without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement.

Additional Borrower. (a) The Company Borrower may at any time, by written notice upon not less than 30 Business Days’ (the “HGVJ Request”) or such shorter period as may be reasonably acceptable to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed less than 10 Business Days’) prior written notice to the Administrative Agent and the Lenders, request that a newly formed Subsidiary of the Borrower (the “Additional Borrower”) which (i) is formed under the laws of any state of the United States of America or the District of Columbia and (ii) upon becoming a Borrower hereunder will own and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of the aggregate amount ordinary voting power represented by the issued and outstanding Equity Interests of each of the Revolving Credit Commitments as Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of such date)Credit. The HGVJ Revolving Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit Sub-Facility until the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received a joinder agreement in form and substance satisfactory to the same terms Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and conditions as and be part of, and not in addition to, the Revolving Credit Facility.becomes a party to any other applicable Loan Document; (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent shall have received on behalf of the Lenders, the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel, documentation counsel and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise in form and substance satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, and Notes executed by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any Notes); (c) no Default or Event of Default shall exist as of the date the Additional Borrower is to become a Borrower, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information (including a Beneficial Ownership Certification) required under requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ActPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b), (d) and other documents or information(e) of Section 12.6., in each case, as may be requested by the Lenders and in form, content and scope reasonably satisfactory the Issuing Banks hereby consent to the Administrative Agent or each HGVJ Revolving Credit LenderAgent, and Notes signed by HGVJ to on behalf of the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the HGVJ Revolving Credit Commitments thereunderIssuing Banks, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of entering into any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) The HGVJ Amendment may, without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of deemed appropriate by the Administrative Agent and the Company, Borrower to effect effectuate making the provisions of Additional Borrower a Borrower under this Section 2.18, including to incorporate terms, conditions Agreement and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreementother Loan Documents.

Additional Borrower. (ac) The Company parties hereto contemplate that The Austxx Xxxpany may at any time, by written notice (the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower Revolving Loan Borrower hereunder, and that certain Accounts of The Austxx Xxxpany under future Deferred Billing Option Programs and certain Inventory of The Austxx Xxxpany held for sale through its mail order catalogs may be considered by Lender to be Eligible Deferring Billing Receivables and Eligible Inventory, respectively, conditioned upon the following: (i) Lender shall have determined, after a field examination of Austxx xxxducted by Lender at Revolving Loan Borrowers' expense (including payment by Revolving Loan Borrowers of per diem charges of Six Hundred Dollars ($600.00) per person per day plus reimbursement of out-of-pocket expenses) (A) that such Accounts and such Inventory of The Austxx Xxxpany meet Lender's criteria for Eligible Deferred Billing Receivables and Eligible Inventory, respectively, and (B) that the results of such field examination of Austxx, xxs property, business and operations are in all other respects satisfactory to Lender; (ii) Lender shall have received a current Appraisal with respect to any the Inventory of The Austxx Xxxpany, prepared at Revolving Loan Borrowers' expense by the Appraiser in form, scope and methodology acceptable to Lender and addressed to Lender or all upon which Lender is expressly permitted to rely, that is satisfactory to Lender and will enable Lender to calculate the Net Orderly Liquidation Value of such Inventory and the Net OLV Percentage with respect thereto; (iii) The Austxx Xxxpany shall have executed and delivered to and in favor of Lender such documents and instruments as Lender requires in order for The Austxx Xxxpany (A) to become a Revolving Loan Borrower hereunder by, inter alia, assuming the Obligations of a Revolving Loan Borrower hereunder, making the representations, warranties and covenants of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt Borrowers hereunder in favor of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit granting Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ a security interest in and the Company lien upon its Collateral and (but in no event shall it exceed the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”B) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit guarantee payment to Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ all other Borrowers, all in form and substance satisfactory to Lender; (iv) Austxx Xxxdings Inc. shall become a Guarantor hereunder with respect to the Obligations to Lender of The Austxx Xxxpany and all other Borrowers, and shall have executed and delivered to and in favor of Lender such guaranties, security agreements, mortgages, documents and instruments as are required to be delivered by a Guarantor under Sections 4.2 and 4.3 hereof, all in form and substance satisfactory to Lender; (v) Each other Borrower and Guarantor shall have executed and delivered to Lender a supplemental or amended Guarantee with respect to the Loan DocumentsObligations to Lender of The Austxx Xxxpany; (vi) Austxx xxxll deliver or cause to be delivered to and in favor of Lender, prepayment mechanisms all agreements, documents and instruments, including, without limitation, agreements, documents and instruments executed by third parties, of the kinds required to be delivered by Borrowers and Guarantors under Section 3.1 hereof, and such other agreements, documents and instruments from Austxx xxx third parties as Lender requires to perfect and protect Lender's interests in the event that Revolving Credit Loans Collateral and Guarantor Collateral of Austxx xxx its rights thereto; (vii) Lender shall have received Secretary's Certificates of Directors' Resolutions with Shareholders' Consent evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by Austxx xxx the other Borrowers and Guarantors of the agreements, documents and instruments to HGVJ exceed the aggregate HGVJ Revolving Credit Commitmentsbe delivered pursuant to this Section 2.11, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of together with such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent of such supporting resolutions, incumbency certificates, opinions of counselcounsel to Austxx, documentation Xxrrowers and other information (including a Beneficial Ownership Certification) required under applicable “know your customer” Guarantors with respect thereto, addressed to Lender as Lender shall reasonably require, all in form and anti-money laundering rules substance and regulations, including the USA PATRIOT Act, and other documents or information, in each case, as may be requested by and in form, content and scope reasonably satisfactory to the Administrative Agent Lender; and (viii) No Event of Default or each HGVJ Revolving Credit LenderIncipient Default shall have occurred, and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment assumption of Obligations, representations, warranties and covenants made by Austxx xx provided above. (d) Notwithstanding the effectiveness of foregoing, Lender shall have, at all times, the HGVJ Revolving Credit Commitments thereunder, in no event shall rights (i) the aggregate Outstanding Amount to determine those portions (if any) of the Revolving Credit Loans Accounts and Inventory of any LenderThe Austxx Xxxpany that are and remain Eligible Deferred Billing Receivables or Eligible Inventory, plus such Lender’s Pro Rata Share or respectively, pursuant to the other applicable share provided for under provisions of this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit CommitmentAgreement, (ii) the aggregate to establish sublimits for Revolving Loans and/or Letter of Credit Loans of the LendersAccommodations requested by The Austxx Xxxpany, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) to determine initially whether the aggregate Outstanding Amount Inventory Loan Formula and the Accounts Loan Formula, or some lesser percentage(s), shall apply to The Austxx Xxxpany (and thereafter to adjust such percentage(s) as permitted herein) and (iv) to establish initially such availability reserves as Lender shall require in respect of Revolving Credit Loans The Austxx Xxxpany and L/C Obligations denominated in Yen exceed the Yen Sublimitthereafter to establish and adjust additional availability reserves as permitted herein. (ce) The HGVJ Amendment may, without the consent of Nothing set forth in this Section 2.11 shall in any manner be construed to limit or impair any other Agent rights or Lender, effect such amendments to this Agreement and remedies of Lender hereunder or under any of the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this AgreementFinancing Agreements.

Additional Borrower. (a) The Company may at any time, by written notice (the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent of such supporting resolutions, incumbency certificates, opinions of counsel, documentation and other information (including a Beneficial Ownership Certification) required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and other documents or information, in each case, as may be requested by and in form, content and scope reasonably satisfactory to the Administrative Agent or each HGVJ Revolving Credit Lender, and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) The HGVJ Amendment may, without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement. (d) If HGVJ becomes a “Borrower” pursuant to this Section 2.18, such Borrower shall irrevocably appoint the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto and (iii) the receipt of the proceeds of any Loans made by the Lenders to HGVJ hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not HGVJ joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to HGVJ.

Additional Borrower. In the event that Holdings shall become the owner of all of the Equity Interests of Lion, or shall after the Amendment No. 1 Effective Date, acquire sufficient additional Equity Interests in Lion to cause the shareholders of Lion to approve the joinder of Lion as a Borrower under the Credit Agreement, at the request of Administrative Borrower, Lion shall become a Borrower under the Credit Agreement; provided, that (a) The Company may at any time, by written notice (the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed any assets or properties of Lion be treated by Agent, Co-Collateral Agents or Lenders as eligible for inclusion in the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ Borrowing Base under the Loan DocumentsDocuments unless and until the applicable eligibility criteria set forth in this Agreement shall have been satisfied as determined by Agent in accordance with the terms of the Credit Agreement and Agent shall have conducted due diligence, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitmentsincluding, amendments to the “Pro Rata Share” definitionbut not limited to, if neededa field examination, to disregard borrowings under the HGVJ Revolving Credit Subsite visit, anti-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent of such supporting resolutions, incumbency certificates, opinions of counsel, documentation and other information (including a Beneficial Ownership Certification) required under applicable “know your customer” terrorism and anti-money laundering rules and regulations, including the USA PATRIOT Actcompliance, and other documents or information, review of books and records in each case, as may be requested by respect thereof and determined that all of the foregoing are in form, content form and scope reasonably substance satisfactory to Agent in its Permitted Discretion, (b) the Administrative Loan Parties shall cause Lion to provide to Agent or each HGVJ Revolving Credit Lender, and Notes signed by HGVJ a joinder to the extent any Credit Agreement and the Security Agreement, together with such HGVJ Revolving Credit Lenders so require. Before other security documents, agreements, instruments, documents, amendments, opinion letters, lien searches and after giving effect insurance certificates as Agent may reasonably request (and Agent shall file appropriate financing statements), all in form and substance satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the HGVJ Amendment assets of Lion and the effectiveness of the HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) The HGVJ Amendment may, without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateshall have received, in form and substance satisfactory to Agent, all releases, terminations and such other documents as Agent may request to evidence and effectuate the reasonable opinion termination by the existing lenders to Lion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions their respective financing arrangements with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this AgreementLion.

Additional Borrower. (a) The Company may at any time, by written notice (the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent of such supporting resolutions, incumbency certificates, opinions of counsel, documentation and other information (including a Beneficial Ownership Certification) required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and other documents or information, in each case, as may be requested by and in form, content and scope reasonably satisfactory to the Administrative Agent or each HGVJ Revolving Credit Lender, and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit.Extensions (c) The HGVJ Amendment may, without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement.

Additional Borrower. 19.18.1 If the Permitted Scheme has been effected by way of a Permitted HoldCo Scheme, the Original Borrower may, by not less than 10 Banking Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that HoldCo becomes an Additional Borrower pursuant to this clause 19.18 (Additional Borrower). If the Permitted Scheme has been effected by way of a Permitted Intermediate HoldCo Scheme, the Original Borrower may, by not less than 10 Banking Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that Intermediate HoldCo becomes an Additional Borrower pursuant to this clause 19.18 (Additional Borrower). HoldCo or Intermediate HoldCo (as the case may be) shall become an Additional Borrower if: (a) The Company HoldCo or Intermediate HoldCo (as the case may at any time, by written notice (the “HGVJ Request”be) delivers to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become Agent a borrower with respect to any or all duly completed and executed Deed of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event shall it exceed the aggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility.Borrower Accession; (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to the Original Borrower confirms that no Default is continuing or would occur as a result of HoldCo or Intermediate HoldCo (as the case may be) becoming an amendment (the “HGVJ Amendment”) to this Agreement Additional Borrower; and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the conditions of Sections 4.02(i) and (ii) being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and (ii) the receipt by the Administrative Agent of such supporting resolutions, incumbency certificates, opinions of counsel, documentation and other information (including a Beneficial Ownership Certification) required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and other documents or information, in each case, as may be requested by and in form, content and scope reasonably satisfactory to the Administrative Agent or each HGVJ Revolving Credit Lender, and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the aggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) the Agent has received all of the documents and other evidence listed in Schedule 9 (Documents and evidence to be delivered by the Additional Borrower) in relation to the Additional Borrower, each in form and substance satisfactory to the Agent. 19.18.2 The HGVJ Amendment may, without Agent shall notify the consent of any other Agent or Lender, effect such amendments to this Agreement Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other Loan evidence listed in Schedule 9 (Documents as may and evidence to be necessary or appropriate, in delivered by the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social ForcesAdditional Borrower); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement.