Common use of U.S. Timeshare Real Property Clause in Contracts

U.S. Timeshare Real Property. With respect to Timeshare Real Property and Timeshare Inventory (including in the form of points for the use of the Timeshare Inventory), in each case, that is located in the U.S. and solely to the extent owned by a Restricted Subsidiary of the Borrower that is not directly held by a Loan Party or whose equity interests do not constitute Collateral (a “Lower Tier Non-Loan Party”), such Timeshare Real Property (or the Timeshare Inventory in respect thereof, including in the form of points for the use of such Timeshare Inventory) shall, unless such transfer is prohibited by applicable Laws or would cause a breach of an existing agreement or governing document, in each case of such agreements or documents, not entered into in contemplation of prohibiting such transfer, be transferred to a Loan Party or a Restricted Subsidiary directly held by a Loan Party whose equity interests constitute Collateral on or prior to one-hundred twenty (120) days after (x) the Closing Date (with respect to such Timeshare Real Property and Timeshare Inventory owned by such Lower Tier Non- Loan Party as of the Closing Date), or (y) the date of the acquisition thereof (with respect to such Timeshare Real Property and Timeshare Inventory acquired by such Lower Tier Non-Loan Party after the Closing Date), or, in each case of clause (x) and (y), such later date as may be reasonably agreed by the Administrative Agent; provided that, the Borrower and its Restricted Subsidiaries shall not be required to comply with this Section 6.18 to the extent of any such Timeshare Real Property and Timeshare Inventory which, in the aggregate, have a value (as reasonably determined by the Borrower) of 5.0% or less than the aggregate value of all Timeshare Real Property and Timeshare Inventory held by the Borrower and its Restricted Subsidiaries.

U.S. Timeshare Real Property. With respect to Timeshare Real Property and Timeshare Inventory (including in the form of points for the use of the Timeshare Inventory), in each case, that is located in the U.S. and solely to the extent owned by a Restricted Subsidiary of the Borrower that is not directly held by a Loan Party or whose equity interests do not constitute Collateral (a “Lower Tier Non-Loan Party”), such Timeshare Real Property (or the Timeshare Inventory in respect thereof, including in the form of points for the use of such Timeshare Inventory) shall, unless such transfer is prohibited by applicable Laws or would cause a breach of an existing agreement or governing document, in each case of such agreements or documents, not entered into in contemplation of prohibiting such transfer, be transferred to a Loan Party or a Restricted Subsidiary directly held by a Loan Party whose equity interests constitute Collateral on or prior to one-hundred twenty (120) days after (x) the Closing Date (with respect to such Timeshare Real Property and Timeshare Inventory owned by such Lower Tier Non- Loan Party as of the Closing Date), or (y) the date of the acquisition thereof (with respect to such Timeshare Real Property and Timeshare Inventory acquired by such Lower Tier Non-Loan Party after the Closing - 145 - Date), or, in each case of clause (x) and (y), such later date as may be reasonably agreed by the Administrative Agent; provided that, the Borrower and its Restricted Subsidiaries shall not be required to comply with this Section 6.18 to the extent of any such Timeshare Real Property and Timeshare Inventory which, in the aggregate, have a value (as reasonably determined by the Borrower) of 5.0% or less than the aggregate value of all Timeshare Real Property and Timeshare Inventory held by the Borrower and its Restricted Subsidiaries.