OMNIBUS AMENDMENT NO. 11 TO

Exhibit 10.2

Execution Version

RECEIVABLES LOAN AGREEMENT

AMENDMENT NO. 5 TO

SALE AND CONTRIBUTION AGREEMENT

This OMNIBUS AMENDMENT NO. 11 TO RECEIVABLES LOAN AGREEMENT AND AMENDMENT NO. 5 TO SALE AND CONTRIBUTION AGREEMENT (this “Amendment”), effective as of April 25, 2019 (the “Effective Date”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), HILTON RESORTS CORPORATION, a Delaware corporation (the “Seller”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders, DEUTSCHE BANK SECURITIES, INC., as predecessor administrative agent (in such capacity, the “Predecessor Administrative Agent”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary and Paying Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the “Receivables Loan Agreement” (defined below).

WITNESSETH:

WHEREAS, the Borrower, the Managing Agents party thereto, the Administrative Agent, Xxxxx Fargo Bank, National Association, as Securities Intermediary and Paying Agent, the Conduit Lenders party thereto, and the Committed Lenders party thereto are parties to that certain Receivables Loan Agreement dated as of May 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Loan Agreement”);

WHEREAS, the Borrower and the Seller are party to that certain Sale and Contribution Agreement, dated as of May 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale and Contribution Agreement”); and

WHEREAS, as provided herein, the parties hereto have agreed to amend certain provisions of the Receivables Loan Agreement and the Sale and Contribution Agreement, each as further described below;

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment to the Receivables Loan Agreement.Effective as of the Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Receivables Loan Agreement is hereby amended as set forth in Exhibit A to this Amendment, with text marked in underline indicating additions to the Receivables Loan

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Agreement and with text marked in st~~rik~~e~~thro~~ugh indicating deletions to the Receivables Loan Agreement.

SECTION 2. Amendment to the Sale and Contribution Agreement. Effective as of the Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Sale and Contribution Agreement is hereby amended as follows:

2.1 All references to “Timeshare Property” and “Timeshare Properties” shall be deleted and replaced with “Timeshare Interest” or “Timeshare Interests”, respectively.

SECTION 3. Conditions Precedent. This Amendment shall become effective on the Effective Date upon the satisfaction of the Administrative Agent having received: (a) counterparts of this Amendment executed by each of the parties hereto, (b) counterparts of that certain Fourth Amended and Restated Fee Letter of even date herewith executed by each of the parties thereto, (c) executed counterparts of that certain Amendment No. 1 to Deposit Account Control Agreement (Clearing Account) of even date herewith among the Predecessor Administrative Agent, the Administrative Agent, and the Clearing Account Bank relating to the Clearing Account Control Agreement, (d) executed counterparts of each Global Assignment made by the Borrower or the Seller, as applicable, in favor of the Administrative Agent, (e) opinion of local counsel with respect to the inclusion of the Barbados Vacation Suites Resort in form and substance satisfactory to the Administrative Agent and (f) copies of UCC-3 assignments to be filed with the Delaware Secretary of State, reflecting the resignation of the Predecessor Administrative Agent and the appointment of the Administrative Agent as the secured party.

SECTION 4. Representations, Warranties and Confirmations.The Borrower hereby represents and warrants that:

4.1It has the power and is duly authorized, including by all limited liability company action on its part, to execute and deliver this Amendment.

4.2This Amendment has been duly and validly executed and delivered by it.

4.3This Amendment, the Sale and Contribution Agreement and Receivables Loan Agreement as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

4.4Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of the Borrower set forth in the Receivables Loan Agreement are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date).

4.5Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes a Servicer Termination Event, Unmatured Servicer Termination Event, Default or Event of Default.

SECTION 5. Delivery of Executed Amendment. The Borrower covenants and agrees that it will deliver an executed copy of this Amendment to the Servicer, the Paying Agent, the Backup Servicer and the Custodian promptly following the effectiveness hereof.


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SECTION 6. Entire Agreement. The parties hereto hereby agree that this Amendment constitutes the entire agreement concerning the subject matter hereof and supersedes any and all written and/or oral prior agreements, negotiations, correspondence, understandings and communications.

SECTION 7. Effectiveness of Amendment. Except as expressly amended by the terms of this Amendment, all terms and conditions of the Sale and Contribution Agreement, the Receivables Loan Agreement and the other Facility Documents, as applicable, shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall not operate as a consent, waiver, amendment or other modification of any other term or condition set forth in the Sale and Contribution Agreement, the Receivables Loan Agreement and the other Facility Documents or any right, power or remedy of the Administrative Agent or any Managing Agent or Lender under the Sale and Contribution Agreement, the Receivables Loan Agreement and the other Facility Documents, except as expressly modified hereby. Upon the effectiveness of this Amendment, each reference in the Sale and Contribution Agreement or the Receivables Loan Agreement to “this Agreement”, “this Sale and Contribution Agreement” or “this Receivables Loan Agreement” or words of like import shall mean and be references to the Sale and Contribution Agreement or the Receivables Loan Agreement, as applicable, as amended hereby, and each reference in any other Facility Document to the Sale and Contribution Agreement or Receivables Loan Agreement or to any terms defined in the Sale and Contribution Agreement or Receivables Loan Agreement which are modified hereby shall mean and be references to the Sale and Contribution Agreement or Receivables Loan Agreement, as applicable, or to such terms as modified hereby.

SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Binding Effect. This Amendment shall be binding upon and shall be enforceable by parties hereto and their respective successors and permitted assigns.

SECTION 10. Headings. The Section headings herein are for convenience only and will not affect the construction hereof.

SECTION 11. Novation. This Amendment does not constitute a novation or termination of the Receivables Loan Agreement, the Sale and Contribution Agreement or any Facility Document and all obligations thereunder are in all respects continuing with only the terms thereof being modified as provided herein.

SECTION 12. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in a “.pdf” file shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 13. Fees, Costs and Expenses. The Borrower agrees to pay on demand all reasonable fees and out-of-pocket expenses of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered in connection herewith.

SECTION 14. Resignation and Appointment of Administrative Agent. On the Effective Date, the Predecessor Administrative Agent hereby resigns as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, and, pursuant to Section 9.07 of the Receivables Loan Agreement, each of the Majority Committed Lenders and the Borrower hereby appoints Bank of America, N.A. (“BANA”) as Administrative Agent under the Receivables Loan Agreement and the other Facility


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Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agreement. BANA hereby accepts its appointment as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents and shall hereby succeed to and, from and after the date hereof, be vested with all the rights, powers, privileges, duties and protections of the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, in each case with like effect as if BANA were originally named as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the “Existing Agreement”) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the “Continuing Indemnities”). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

[Signature Pages Follow]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the date first above written.


HILTON GRAND VACATIONS TRUST I LLC,
as Borrower

By:	/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxx X. Xxxxxx
Title:	Executive Vice President, Chief Legal Officer, Chief Development Officer and Secretary

HILTON RESORTS CORPORATION,
as Seller

By:	/s/ Xxxxx Xxxxx
Name:	Xxxxx Xxxxx
Title:	Senior Vice President, Assistant Secretary

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]

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BANK OF AMERICA, N.A.
as Administrative Agent

By:	/s/ Xxxx X. Xxxxxxxx
Name:	Xxxx X. Xxxxxxxx
Title:	Managing Director

BANK OF AMERICA, N.A.
as a Committed Lender and a Managing Agent

By:	/s/ Xxxx X. Xxxxxxxx
Name:	Xxxx X. Xxxxxxxx
Title:	Managing Director

DEUTSCHE BANK AG, NEW YORK BRANCH
as a Committed Lender and a Managing Agent

By:	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	Managing Director


By:	/s/ Xxxxxxx Xxxxxx
Name:	Xxxxxxx Xxxxxx
Title:	Director

DEUTSCHE BANK SECURITIES, INC.
as Predecessor Administrative Agent

By:	/s/ Xxxxx Xxxxxx
Name:	Xxxxx Xxxxxx
Title:	Managing Director


By:	/s/ Xxxxxxx Xxxxxx
Name:	Xxxxxxx Xxxxxx
Title:	Director

BARCLAYS BANK PLC.
as a Committed Lender and a Managing Agent

By:	/s/ Chin-Xxxx Xxxx
Name:	Chin-Xxxx Xxxx
Title:	Director

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]

SHEFFIELD RECEIVABLES COMPANY LLC,
as a Conduit Lender

By:	Barclays Bank PLC,
	as attorney-in-fact


By:	/s/ Chin-Xxxx Xxxx
Name:	Chin-Xxxx Xxxx
Title:	Director

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as a Committed Lender and a Managing Agent

By:	/s/ Xxxxx Xxxxxxxx
Name:	Xxxxx Xxxxxxxx
Title:	Vice President

SUNTRUST BANK,
as a Committed Lender and a Managing Agent

By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx
Title:	First Vice President

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]

Acknowledged and agreed:

GRAND VACATIONS SERVICES LLC,
as Servicer

By:	/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxx X. Xxxxxx
Title:	Executive Vice President, Chief Legal Officer, Chief Development Officer and Secretary

XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Paying Agent and Securities Intermediary

By:	/s/ Xxxxxxxx X. Xxxxxxxx
Name:	Xxxxxxxx X. Xxxxxxxx
Title:	Vice President

Acknowledged and Agreed:

XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Backup Servicer and Custodian

By:	/s/ Xxxxxxxx X. Xxxxxxxx
Name:	Xxxxxxxx X. Xxxxxxxx
Title:	Vice President

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]

CONFORMED COPY

Amendment No. 1 dated as of July 25, 2013

Omnibus Amendment No. 2 dated as of October 25, 2013

Amendment No. 3 dated as of December 5, 2014

Omnibus Amendment No. 4 dated as of August 18, 2016

Amendment No. 5 dated as of October 4, 2016

Amendment No. 6 dated as of December 14, 2016

Amendment No. 7 dated as of April 19, 2017

Amendment No. 8 dated as of March 9, 2018

Amendment No. 9 dated as of May 14, 2018

Amendment No. 10 dated as of February 14, 2019

Amendment No. 11 dated as of April 25, 2019

RECEIVABLES LOAN AGREEMENT

Dated as of May 9, 2013 among

HILTON GRAND VACATIONS TRUST I LLC,

as Borrower

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Paying Agent and Securities Intermediary

THE PERSONS FROM TIME TO TIME PARTY HERETO AS CONDUIT LENDERS,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS COMMITTED LENDERS,

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS MANAGING AGENTS,

and

DEUTSCHE BANK SECURITIES, INCOF AMERICA, N.A.,

as Administrative Agent and as Structuring Agent

DBA1C/TI1V0E27216874320700.01v2.6ACTIVE ~~21842~~0700

TABLE OF CONTENTS

ARTICLE I DEFINITIONS			1

	SECTION 1.01.	Certain Defined Terms	1
	SECTION 1.02.	Other Terms and Constructions	3538
	SECTION 1.03.	Computation of Time Periods	3538
	SECTION 1.04.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	3538

ARTICLE II AMOUNTS AND TERMS OF THE LOANS			3639

	SECTION 2.01.	The Loans	3639
	SECTION 2.02.	Borrowing Procedures	3740
	SECTION 2.03.	Reductions and Increases to the Facility Limit	3943
	SECTION 2.04.	Interest and Unused Fees	4043
	SECTION 2.05.	Principal Payments – Generally	4044
	SECTION 2.06.	Application of Collections	4144
	SECTION 2.07.	Extension of Commitment Termination Date	4346
	SECTION 2.08.	Payments and Computations, Etc	4346
	SECTION 2.09.	Interest Protection	4347
	SECTION 2.10.	Increased Capital	4448
	SECTION 2.11.	Funding Losses	4549
	SECTION 2.12.	Taxes	4549
	SECTION 2.13.	Security Interest	4852
	SECTION 2.14.	Refinancings	4953
	SECTION 2.15.	Release of Lien	5054
	SECTION 2.16.	The Collection Account 50 and Hedge Reserve Account	54
	SECTION 2.17.	The Paying Agent	5357
	SECTION 2.18.	Defaulting Committed Lenders	5761
	SECTION 2.19.	Replacement of Lender Group	5762
	SECTION 2.20.	LIBOR Replacement	62

ARTICLE III CONDITIONS PRECEDENT			5863

	SECTION 3.01.	Conditions Precedent to Effectiveness	5863
	SECTION 3.02.	Conditions Precedent to All Borrowings	5863
	. Cond~~itio~~ns P~~rece~~dent to ~~All~~ Borrowings ~~..............................................................~~.~~....~~		58
	SECTION 3.03.	Conditions to Funding a Delayed Funding Amount	5965

ARTICLE IV REPRESENTATIONS AND WARRANTIES			6065

	SECTION 4.01.	Representations and Warranties of the Borrower	6065

ARTICLE V COVENANTS			6469

	SECTION 5.01.	Affirmative Covenants of the Borrower	6469
	SECTION 5.02.	Reporting Requirements of the Borrower	6873
	SECTION 5.03.	Covenants of the Borrower Relating to Hedging	6975
	SECTION 5.04.	Negative Covenants of the Borrower	7177
	SECTION 5.05.	Special Covenants Regarding Retention	7379

ARTICLE VI SERVICING			7480

	SECTION 6.01.	Servicing Agreement	7480

ARTICLE VII EVENTS OF DEFAULT			7480

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	SECTION 7.01.	Events of Default	7480
	SECTION 7.02.	Right to Cure	7683
	SECTION 7.03.	Remedies	7783
	SECTION 7.04.	Appointment as Attorney in Fact	7884
	SECTION 7.05.	Performance of Borrower’s Obligations	7985
	SECTION 7.06.	Powers Coupled with an Interest	7985

ARTICLE VIII INDEMNIFICATION			7986
	SECTION 8.01.	Indemnities by the Borrower	7986
	SECTION 8.02.	Limited Liability of Parties	8187

ARTICLE IX THE AGENTS			8187

	SECTION 9.01.	Authorization and Action	8187
	SECTION 9.02.	Agents’ Reliance, Etc	8188
	SECTION 9.03.	Agents and Affiliates	8288
	SECTION 9.04.	Lender’s Loan Decision	8288
	SECTION 9.05.	Delegation of Duties	8288
	SECTION 9.06.	Indemnification	8288
	SECTION 9.07.	Successor Agents	8389

ARTICLE X MISCELLANEOUS			8389

	SECTION 10.01.	Amendments, Etc	8389
	SECTION 10.02.	Notices, Etc	8490
	SECTION 10.03.	Assignability	8490
	SECTION 10.04.	Additional Lender Groups	8692
	SECTION 10.05.	Consent to Jurisdiction	8793
	SECTION 10.06.	WAIVER OF JURY TRIAL	8793
	SECTION 10.07.	Right of Setoff	8793
	SECTION 10.08.	Ratable Payments	8793
	SECTION 10.09.	Limitation of Liability	8793
	SECTION 10.10.	Costs, Expenses and Taxes	8894
	SECTION 10.11.	No Proceedings	8995
	SECTION 10.12.	Confidentiality	8995
	SECTION 10.13.	No Waiver; Remedies	9096
	SECTION 10.14.	GOVERNING LAW	9096
	SECTION 10.15.	Execution in Counterparts	9096
	SECTION 10.16.	Integration; Binding Effect; Survival of Termination	9096

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EXHIBITS AND SCHEDULES

EXHIBIT A-1		Form of Credit Policy
EXHIBIT A-2		Form of Collection Policy
EXHIBIT B		Form of Borrowing Request
EXHIBIT C		Form of Monthly Report
EXHIBIT D		List of Offices of Borrower where Records are Kept
EXHIBIT E		List of Accounts and Account Banks
EXHIBIT F		Form of Assignment and Acceptance
EXHIBIT G		Form of Joinder Agreement
EXHIBIT H		Form of Prepayment Notice
EXHIBIT I		Form of Refinancing Release
EXHIBIT J		Form of Global Assignment of Mortgages and Timeshare Loan Files
		and Power of Attorney (Seller)
EXHIBIT K		Form of Global Assignment of Mortgages and Timeshare Loan Files
		and Power of Attorney (Borrower)
EXHIBIT L		Form of Notice of Exclusive Control

SCHEDULE I		Representations and Warranties with respect to the Timeshare Loans
SCHEDULE II		Lender Groups
SCHEDULE III		Notice Addresses and Wiring Instructions
SCHEDULE IV		List of Closing Documents and Deliveries
SCHEDULE V		Resorts and Resort Associations
SCHEDULE VI		Hilton Mezzani~~ne Loan~~ Ag~~ree~~ments

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iii

RECEIVABLES LOAN AGREEMENT

This RECEIVABLES LOAN AGREEMENT dated as of May 9, 2013, is by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company, as Borrower, XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK SECURITIES, INCOF AMERICA, N.A., as Administrative Agent for the Conduit Lenders and the Committed Lenders. Capitalized terms used herein shall have the meanings specified in Section 1.01.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower may from time to time purchase Timeshare Loans and related assets from the Seller pursuant to the Sale and Contribution Agreement;

WHEREAS, to fund its purchases under the Sale and Contribution Agreement, the Borrower may from time to time request Loans from the Lenders on the terms and conditions of this Agreement;

WHEREAS, the Conduit Lenders may, in their sole discretion, make Loans so requested from time to time, and if a Conduit Lender in any Lender Group elects not to make any such Loan or if there is not a Conduit Lender in any Lender Group, the Committed Lenders in such Lender Group have agreed that they shall make such Loan, in each case subject to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (and capitalized terms used but not defined herein which are defined in any other Facility Document shall have the respective meanings given to such terms in such other Facility Document):

“Absence of Recorded Mortgage” means, with respect to a Timeshare Loan, that the related Timeshare Loan File contains evidence of the type specified in clause (b)(ii), but not clause (b)(i), of the definition of Timeshare Loan File.

“Account Banks” means, collectively, the Clearing Account Bank ~~and~~, the Collection

Account Bank and the Hedge Reserve Account Bank.

“Account Collateral” means the Collection Account, the Hedge Reserve Account and the Clearing Account, including, (i) all certificates and instruments, if any, from time to time representing or evidencing any of such accounts or any funds held therein, (ii) all investment property and other financial assets or proceeds thereof held in, or acquired with funds from, such accounts and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Administrative Agent in substitution for any of the then existing accounts and (iv) all interest, dividends, cash, instruments, financial assets, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“Account Number” means, with respect to a Timeshare Loan, an alphanumeric designation of such Timeshare Loan that, among all timeshare loans serviced by the Servicer, is unique to such Timeshare Loan.

“Accounts” means, collectively, the Clearing Account, the Collection Account, the Hedge Reserve Account and the Unidentified Receipts Account.

“Additional Timeshare Loan” means any Eligible Timeshare Loan (including any Qualified Substitute Timeshare Loan) Transferred by the Seller to the Borrower on a Transfer Date.

“Adjusted LIBO Rate” means, on any day, (a) for any Lender in the Lender Group for which BANA is the Managing Agent, the applicable LIBO Rate in effect on such day for such Lender or

(b) for any other Lender, an interest rate per annum obtained by dividing (i) the applicable LIBO Rate in

effect on such day for such Lender by (ii) a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such day.

“Administrative Agent” means DBSIBANA, in its capacity as agent for the Lenders, together with its successors and permitted assigns.

“Adverse Claim” means a Lien other than any Permitted Lien.

“Affected Party” means any Lender, DBSIBANA, individually and in its capacity as Administrative Agent, any Managing Agent, any Liquidity Provider and, with respect to each of the foregoing, the parent company or holding company that controls such Person.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Aggregate Commitment” means, on any date of determination, the sum of the Commitments then in effect.

“Aggregate Loan Principal Balance” means, at any time, the aggregate outstanding Principal Amount of all Loans.

“Agreement” means this Receivables Loan Agreement.

“Alternative Rate” means, with respect to a Loan on any day, an interest rate per annum equal to the sum of (a) the Used Fee Rate, plus (b) the Adjusted LIBO Rate for such day; provided, however, that if a LIBOR Disruption Event is continuing on such day, the Alternative Rate shall be an interest rate per annum equal to the Prime Rate in effect on such day.

“Amendment No. 4 Effective Date” means August 18, 2016.

“Amortization Date” means the earliest to occur of (i) the Commitment Termination Date, (ii) the declaration or automatic occurrence of the Amortization Date pursuant to Section 7.03 and (iii) that Business Day which the Borrower designates as the Amortization Date by notice to the Administrative Agent at least five (5) Business Days prior to such Business Day.

“Applicable Cross Default Amount” means, on any date of determination, $50,000,000; provided, however, that if the Seller enters into the Seller Credit Agreement, on and after the Seller Credit Agreement Effective Date, the Applicable Cross Default Amount shall be the dollar threshold set forth in the Seller Credit Agreement above which a failure on the part of the Seller to pay Indebtedness or the acceleration of Indebtedness of the Seller would constitute an event of default thereunder.

“Applicable Judgment Default Amount” means, on any date of determination, $25,000,000; provided, however, that if the Seller enters into the Seller Credit Agreement, on and after the Seller Credit Agreement Effective Date, the Applicable Judgment Default Amount shall be the dollar threshold set forth in the Seller Credit Agreement above which a failure to pay, discharge or stay a judgment against the Seller would constitute an event of default thereunder.

“Applicable Measurement Date” means, with respect to a date of determination during an Interest Period, the close of business on the last day of the Collection Period immediately preceding the first day of such Interest Period.

“Assignment” means, with respect to any Additional Timeshare Loans, an Assignment, substantially in the form of Exhibit A to the Sale and Contribution Agreement.

“Assignment and Acceptance” means an agreement substantially in the form set forth as Exhibit F hereto pursuant to which a new Conduit Lender or Committed Lender becomes party to this Agreement.

“Authorized Representatives” has the meaning ascribed to such term in Section 19 of the Custody Agreement.

“Authorized Signatory” means, as to any Person and any agreement or other document to be executed by such Person, a Responsible Officer of such Person or any other individual who has been authorized by such Person by a power or attorney or other effective means to execute any such agreement or document on behalf of such Person.

“Available Funds” means, for any Distribution Date and the related Collection Period, (x) the sum of (i) all Collections received during such Collection Period, (ii) the amount deposited in the Collection Account in respect of cash proceeds of Timeshare Loans, if any, whether released from the Lien of this Agreement in connection with a Refinancing or otherwise pursuant to Section 2.15, (iii) any Repurchase Price or Substitution Shortfall Amount paid by the Seller to the Borrower in connection with repurchases or substitutions of Pledged Timeshare Loans with respect to such Collection Period on or before such Distribution Date pursuant to the terms of the Sale and Contribution Agreement, ~~and~~ (iv) all Hedge Receipts with respect to such Distribution Date and (v) the amount deposited in the Collection Account from the Hedge Reserve Account, if any, pursuant to Section 2.16(k), minus (y) all amounts in respect of such Collection Period withdrawn from the Collection Account and applied to the prepayment of the Loans pursuant to Section 2.05.

“Average Default Ratio” means, for any Distribution Date, the average of the Default Ratios determined for each of the three Collection Periods immediately preceding such Distribution Date.

“Average Delinquency Ratio” means, for any Distribution Date, the average of the Delinquency Ratios determined for each of the three Collection Periods immediately preceding such Distribution Date.

“~~Average Managed Portfolio Default Ratio~~” m~~eans,~~ ~~for~~ ~~any~~ Dist~~rib~~ution Date, the average of ~~the~~ Managed Portfolio Default Rat~~ios~~ for each of ~~the~~ th~~ree~~ Collect~~ion~~ Periods immediately preceding ~~such~~ Distribut~~ion~~ Da~~te.~~

“~~Average Managed Portfolio Delinquency Ratio~~” m~~eans,~~ ~~for~~ any Distribu~~tion~~ Date, ~~the~~ average of ~~the~~ Managed ~~Por~~tfolio Del~~inq~~u~~ency~~ Ratios ~~for~~ e~~ach~~ of ~~the~~ th~~ree~~ Collect~~ion~~ Pe~~rio~~ds immediately ~~pre~~ceding such Distribution Date.

“Backup Servicer” means Xxxxx Fargo, in its capacity as Backup Servicer pursuant hereto, or such other Person as may be proposed by the Borrower and approved by the Majority Managing Agents.

“Backup Servicing Fee” means, for any Collection Period, the backup servicing fees set forth in the Xxxxx Fargo Fee Letter for such Collection Period.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail- In Legislation Schedule.

“BANA” means Bank of America, N.A., its successors and permitted assigns.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Section 101 et seq. or any successor thereto.

“Barbados Activation Date” shall mean the date upon which, (i) the Administrative Agent shall have received written notice from the Borrower of its intent to include Timeshare Loans originated with respect to the “Hilton Grand Vacations at the Crane” Resort in the Collateral, (ii) the Borrower shall have delivered to the Administrative Agent an opinion of local counsel in form and substance acceptable to the Administrative Agent with respect to the inclusion of Timeshare Loans originated with respect to the “Hilton Grand Vacations at the Crane” Resort, (iii) the Borrower shall have delivered to the Administrative Agent an opinion of counsel in form and substance acceptable to the Administrative Agent with respect the Investment Company Act and (iv) the Administrative Agent shall have received any additional information, documents, records or reports with respect to the inclusion of Timeshare Loans originated with respect to the “Hilton Grand Vacations at the Crane” Resort as the Administrative Agent may reasonably request.

“Basel II” means the “International Convergence of Capital Measurement and Capital Standards: a Revised Framework” developed by the Basel Committee on Banking Supervision, initially published in June 2004.

“Basel III Regulations” means (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010), (ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011) and (iii) Basel III: The Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013). Without limiting the generality of the foregoing, “Basel III Regulations” shall include Part 6 of the European Union regulation on prudential requirements for credit institutions and investment firms (~~the~~ “CRR“Part 6”) and any law, regulation, standard, guideline, directive or other publication supplementing or otherwise modifying ~~the C~~RRPart 6.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrower” means Hilton Grand Vacations Trust I LLC, a Delaware limited liability company, in its capacity as Borrower hereunder, together with its successors and permitted assigns.

“Borrower Information” has the meaning specified in Section 10.12(b) hereof.

“Borrower Obligations” means all present and future Indebtedness and other liabilities and obligations (howsoever created or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Secured Parties arising under this Agreement or any other Facility Document, including the repayment of the Aggregate Loan Principal Balance and the payment of Interest, Unused Fees and all other amounts due or to become due from the Borrower under this Agreement and the other Facility Documents (whether in respect of fees, expenses, indemnifications, breakage costs, increased costs or otherwise), interest, fees and other obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding with respect to any Transaction Party (in each case whether or not allowed as a claim in such proceeding).

“Borrower Redesignation” means a request, appropriately completed, substantially in the form of Exhibit H to the Custody Agreement.

“Borrower Representatives” has the meaning specified in Section 10.12(a) hereof.

“Borrowing” means a borrowing of Loans under this Agreement.

“Borrowing Base” means, on any date of determination, (a) the lesser of (i) the product of 90.0% and the aggregate Timeshare Loan Balances of all Eligible Timeshare Loans on such date and (ii) the sum of the Collateral Values of all Eligible Timeshare Loans on such date, minus (b) the Excess Concentration Amount on such date. For purposes of calculating the Borrowing Base on any date of determination, the Timeshare Loan Balance on such date of any Eligible Timeshare Loan that was an Over Sixty-Day Delinquent Timeshare Loan or a Defaulted Timeshare Loan on the Applicable Measurement Date will be zero.

“Borrowing Base Deficiency” means, as of any date of determination, including but not limited to each Distribution Date, each Borrowing Date, and each Refinancing Date, the excess, if any, of (i) the Aggregate Loan Principal Balance on such date (after giving effect to any payments or distributions to be made on such date in reduction of the Aggregate Loan Principal Balance) over (ii) the Borrowing Base on such date.

“Borrowing Date” has the meaning specified in Section 2.02(a)(i).

“Borrowing Request” has the meaning specified in Section 2.02(a)(i).

“Business Day” means any day other than a Saturday, Sunday or public holiday or the equivalent for banks in New York City, New York or Minneapolis, Minnesota, and, if the term “Business Day” is used in connection with the LIBO Rate, any day on which dealings are carried on in the London interbank market.

“Capital Lease Obligations” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Change of Control” means:

(a)on any date prior to the Spin-Off Effective Date, (i) Holdings, Inc. shall cease to own, directly or indirectly, at least 66 2/3% of the issued and outstanding Equity Interests of the Seller or the Servicer, (ii) the Seller shall cease to own directly 100% of the issued and outstanding Equity Interests of the Borrower, (iii) any sale, transfer, conveyance or assignment (in one or a series of related transactions) of all or substantially all of the Hilton Hotel Business, other than to Holdings or one or more of its Subsidiaries, or (iv) the occurrence of any merger, reorganization, consolidation or other transaction after which Holdings no longer possesses, directly or indirectly, the power to direct or cause the direction of the management and or policies, or the dismissal or appointment of the management, of substantially all of the Persons engaged in the Hilton Hotel Business; or

(b)on the Spin-Off Effective Date or any date thereafter, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 as amended, other than any combination of the Investors and/or any “group” including any Permitted Holders, shall have acquired beneficial ownership of more than 35% on a fully diluted basis of the voting rights represented by the Equity Interests of HGVI and the Permitted Holders shall own, directly or indirectly, less than such Person or “group” on a fully diluted basis of the voting rights represented by the Equity Interests of HGVI, (ii) HGVI shall cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of the Seller, or (c) the Seller shall cease to own directly 100% of the issued and outstanding Equity Interests of the Borrower.

“Chicago Activation Date” shall mean the date upon which, (i) the Administrative Agent shall have received written notice from the Borrower of its intent to include Timeshare Loans originated with respect to the “Hilton Grand Vacations Chicago Downtown / Magnificent Mile” Resort in the Collateral, (ii) Hilton Resorts Corporation has acquired full legal and equitable title to the “Hilton Grand Vacations Chicago Downtown / Magnificent Mile” Resort, (iii) the Borrower shall have delivered to the Administrative Agent an opinion of local counsel in form and substance acceptable to the Administrative Agent with respect to the inclusion of Timeshare Loans originated with respect to the “Hilton Grand Vacations Chicago Downtown / Magnificent Mile” Resort and (iv) the Administrative Agent shall have received any additional information, documents, records or reports with respect to the inclusion of Timeshare Loans originated with respect to the “Hilton Grand Vacations Chicago Downtown / Magnificent Mile” Resort as the Administrative Agent may reasonably request.

“Clearing Account” means the depositary account identified as such on Exhibit E into which Collections are collected or deposited.

“Clearing Account Bank” means the financial institution at which each of the Clearing Account, the Lockbox and the Unidentified Receipts Account is maintained. On the Closing Date, the Clearing Account Bank is Bank of America, N.A.

“Clearing Account Control Agreement” means the Clearing Account Control Agreement, dated as of the Closing Date, among the Borrower, the Clearing Account Bank and the Administrative Agent.

“Closing Date” means May 9, 2013.

“Code” means the Internal Revenue Code of 1986.

“Collateral” has the meaning set forth in Section 2.13.

“Collateral Value” means, for any Eligible Timeshare Loan, on any date of determination, the product of (i) the Timeshare Loan Balance of such Eligible Timeshare Loan on such date and (ii) the “Advance Rate” set forth in the table below applicable to the “Type” of such Eligible Timeshare Loan set forth in the table below (it being understood that the applicable FICO® score shall be the highest FICO® score obtained by the Seller in conjunction with the origination of the Timeshare Loan):

Type		Advance Rate
FICO® score of 700 or higher:		97.5%
FICO® score of 675-699:		83.0%
FICO® score of 650-674:		59.0%
FICO® score of 625-649:		52.0%
FICO® score of 600-624:		30.0%
Domestic Obligor - no FICO® score:		83.0%
Eligible Foreign Obligor (Japan):		97.5%
Eligible Foreign Obligor (Non-Japan):		97.5%

For purposes of calculating the Collateral Value on any date of determination, the Timeshare Loan Balance on such date of any Eligible Timeshare Loan that was an Over Sixty-Day Delinquent Timeshare Loan or a Defaulted Timeshare Loan on the Applicable Measurement Date will be zero.

“Collection Account” has the meaning set forth in Section 2.16(a).

“Collection Account Bank” means the financial institution at which the Collection Account is maintained.

“Collection Period” means each calendar month, and the Collection Period for any Distribution Date means the prior calendar month.

“Collection Policy” means (i) the collection policies and practices of the Servicer as in effect on the Amendment No. 4 Effective Date, a copy of which is attached as Exhibit A-2 hereto, as modified from time to time in accordance with the terms of the Servicing Agreement or (ii) if GVS is not the Servicer, the collection policies and practices of the successor Servicer.

“Collections” means any and all cash collections and other cash proceeds of each Pledged Timeshare Loan received after the Cutoff Date for such Pledged Timeshare Loan, all payments or distributions of principal, interest, finance charges, fees, late charges, Liquidation Proceeds, Processing Fees or other amounts collected in respect of each Pledged Timeshare Loans after the Cutoff Date for such Pledged Timeshare Loan and any other amounts received by or on behalf of the Borrower (or, as used in the definition of Transferred Property, the Seller) or the Servicer in respect of the Pledged Timeshare Loans; provided, that Miscellaneous Payments shall not constitute Collections.

“Commercial Paper” means the short term promissory notes issued by a Conduit Lender in the commercial paper market.

“Commitment” of any Committed Lender means the Dollar amount set forth on Schedule II hereto or, in the case of a Committed Lender that becomes a party to this Agreement pursuant to an Assignment and Acceptance or a Joinder Agreement the amount set forth therein as such Committed Lender’s “Commitment”, in each case as such amount may be (i) reduced or increased by any Assignment and Acceptance entered into by such Committed Lender and the other parties thereto in accordance with the terms hereof and (ii) reduced or increased pursuant to Section 2.03.

“Commitment Termination Date” means Ma~~rch~~ 9, 2020,April 23, 2021, as such date may be extended from time to time pursuant to Section 2.07.

“Committed Lender” means, as to any Lender Group, each of the financial institutions listed on Schedule II as a “Committed Lender” for such Lender Group, together with its respective successors and permitted assigns.

“Conduit Lender” means, collectively, the Persons identified as “Conduit Lenders” on Schedule II and their respective successors and permitted assigns.

“Conduit Lending Limit” means, for any Conduit Lender, the maximum principal amount of the Loans which may be advanced by such Conduit Lender as set forth on Schedule II (or on the signature pages to the Assignment and Acceptance or Joinder Agreement pursuant to which such Conduit Lender became a party hereto), subject to assignment pursuant to Section 10.03, as such amount may be modified from time to time by notice from the related Managing Agent to the Borrower and the Administrative Agent.

“Connection Taxes” means, with respect to any Affected Party, Taxes imposed as a result of a present or former connection between such Affected Party and the jurisdiction imposing such Tax (other than connections arising from such Affected Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Facility Document, or sold or assigned an interest in any Facility Document).

“Consolidated EBITDA” means, for any Person and with reference to any period, Consolidated Net Income plus, to the extent deducted in determining Consolidated Net Income, the sum of, without duplication, (i) Consolidated Interest Expense, (ii) expense for income taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) fees and expenses incurred in connection with the Transaction, (vi) extraordinary or non-recurring expenses or losses, and (vii) non-cash expenses or losses minus, to the extent included in Consolidated Net Income, (1) interest income, (2) income tax credits and refunds (to the extent not netted from tax expense), (3) any cash payments made during such period in respect of items described in clause (vii) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred and (4) extraordinary, unusual or non-recurring income or gains, all calculated for such Person and its Subsidiaries in accordance with GAAP on a consolidated basis.

“Consolidated Interest Expense” means, for any Person and with reference to any period, the interest expense (including interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of such Person and its Subsidiaries for such period determined in accordance with GAAP on a consolidated basis (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs under interest rate Hedging Agreements to the extent such net costs are allocable to such period in accordance with GAAP); provided that there shall be excluded from Consolidated Interest Expense (i) any fees paid to the Administrative Agent and any one time financing fees (to the extent included in such Person’s Consolidated Interest Expense for such period) and (ii) any one-time upfront payments made to obtain any Hedging Agreements.

“Consolidated Net Income” means, for any Person and with reference to any period, the net income (or loss) of such Person and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded any income (or loss) of any Person other than such Person or a Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to such Person or any wholly-owned Subsidiary of such Person.

“Consolidated Tangible Net Worth” means, for any Person as of any date of determination, the excess of total assets (net of goodwill and intangible assets) over total liabilities on such date, as the same would appear on a consolidated balance sheet of such Person and its Subsidiaries at the date of said calculation prepared in accordance with GAAP.

“Contract Rate” means, with respect to a Timeshare Loan, the annual rate at which interest accrues under the related Obligor Note.

“CP Rate” means, with respect to any Conduit Lender on any day, the per annum rate equivalent to the sum of (a) the Used Fee Rate plus (b) the weighted average cost (as reasonably determined by the related Managing Agent, and which shall include (without duplication), the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Lender, other borrowings by such Conduit Lender and any other costs associated with the issuance of Commercial Paper) to the extent related to the issuance of Commercial Paper that is allocated, in whole or in part, by such Conduit Lender or its related Managing Agent to fund or maintain a Loan (or portion thereof) on such day; provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Rate” for such day, the related Managing Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

~~“CRR~~” m~~eans~~ Reg~~ula~~t~~ion~~ No 57~~5/2013~~ of ~~the~~ Eu~~rop~~ean ~~Par~~liam~~ent~~ ~~and~~ of ~~the~~ C~~ounc~~il as ~~pub~~l~~ish~~ed in ~~the~~ Official Jo~~urn~~al of the ~~Europ~~ean Union on 27 June ~~2013~~ as am~~ended~~ ~~from~~ time to time ~~and~~ as im~~ple~~mented by ~~the~~ Mem~~ber~~ ~~Stat~~es of the Eu~~rop~~ean U~~nion,~~ together with ~~the~~ Corrig~~endum~~ to Reg~~ula~~t~~ion~~ ~~575/2~~0~~13.~~

“Credit Policy” means the credit policies and practices of the Seller as in effect on the Amendment No. 4 Effective Date, a copy of which is attached as Exhibit A-2 hereto, as modified from time to time in accordance with the terms of the Sale and Contribution Agreement.

“Credit Card Account” means an arrangement whereby an Obligor makes payments under a Pledged Timeshare Loan via pre-authorized debit to a Major Credit Card.

“Cure Amount” has the meaning set forth in Section 7.02(a).

“Cure Right” has the meaning set forth in Section 7.02(a).

“Custody Agreement” means the Custody Agreement, dated as of the Closing Date, among the Borrower, the Servicer, the Custodian and the Administrative Agent.

“Custodial Fees” means, for any Collection Period, the custodial fees and expenses set forth in the Xxxxx Fargo Fee Letter and the expenses for which it is entitled to receive, but has not received, reimbursement under the Custody Agreement.

“Custodial Receipt” has the meaning ascribed to such term in Section 4 of the Custody Agreement.

“Custodian” means Xxxxx Fargo, and its successors and permitted assigns under the Custody Agreement.

“Cutoff Date” means, for any Timeshare Loan, the Applicable Measurement Date related to the Transfer Date for such Timeshare Loan.

“Cutoff Date Loan Balance” means, with respect to any Transferred Timeshare Loan, the Timeshare Loan Balance of such Timeshare Loan on the Cutoff Date for such Timeshare Loan

~~“DBSI~~” m~~eans~~ ~~Deutsc~~he B~~ank~~ ~~Secu~~rit~~ies,~~ I~~nc.,~~ its succ~~ess~~ors and perm~~itted~~ assig~~ns.~~

“Default” means any event which, with the giving of notice or lapse of time or both, would constitute an Event of Default.

“Default Ratio” means, for any Collection Period, the ratio, expressed as a percentage, computed by dividing (i) the aggregate Timeshare Loan Balances of all Pledged Timeshare Loans that became Defaulted Timeshare Loans during such Collection Period and were not substituted for or repurchased prior to the related Distribution Date (with the outstanding principal balance of each such Pledged Timeshare Loan determined as of the last day of the Collection Period on which such Pledged Timeshare Loan became a Defaulted Timeshare Loan) by (ii) the aggregate Timeshare Loan Balances of all Pledged Timeshare Loans on the last day of such Collection Period.

“Defaulted Timeshare Loan” means a Timeshare Loan: (i) for which, on the last day of any Collection Period, any payment then due and payable in respect thereof has remained unpaid for more than one-hundred twenty (120) days from the original due date for such payment, (ii) which the Servicer has deemed uncollectible, (iii) which has been written off in the normal course of the Servicer’s business prior to becoming the number of days past due under clause (i) hereof, or which otherwise should be written off pursuant to the requirements of the Collection Policy, (iv) as to which foreclosure or similar proceedings with respect to the related Timeshare PropertyInterest have been initiated by the Servicer or as to which the Servicer has received a deed-in-lieu of foreclosure or (v) as to which the Servicer has received notice that the Obligor thereof is subject to an Event of Bankruptcy.

“Defaulting Committed Lender” means any Committed Lender that, as determined by the Administrative Agent: (a) has failed to fund any of its obligations to make Loans within three (3) Business Days of the date required to be funded by it hereunder, (b) has notified the Administrative Agent or the Borrower that it does not intend to comply with such funding obligations or has made a public statement to that effect with respect to such funding obligations hereunder or under other agreements in which it commits to extend credit or (c) has, or has a direct or indirect parent company that has, become subject to an Event of Bankruptcy; provided, that a Committed Lender shall not be deemed to be a Defaulting Committed Lender hereunder solely by virtue of any control of or ownership interest in, or the acquisition of any ownership

interest in, such Committed Lender (or its direct or indirect parent company) or the exercise of control over such Committed Lender (or its direct or indirect parent company) by a Governmental Authority thereof if and for so long as such ownership interest does not result in or provide such Committed Lender (or its direct or indirect parent company) with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Committed Lender (or its direct or indirect parent company) or such Governmental Authority to reject, repudiate, disavow or disaffirm obligations such as those under this Agreement.

“Deficiency” means, with respect to any Timeshare Loan File, (i) the failure of one or more Specified Documents contained therein to be fully executed, (ii) the failure of the information contained in one or more of the Specified Documents to match the information on the related Timeshare Loan Schedule, (iii)one or more Specified Documents contained therein are mutilated, damaged, torn or otherwise physically altered, (iv) the absence from a Timeshare Loan File of any Specified Document required to be contained in such Timeshare Loan File or (v) any discrepancies described in Section 4(a) of the Custody Agreement. An Absence of Recorded Mortgage shall not constitute a Deficiency. “Delayed Funding Amount” has the meaning specified in Section 2.02(e).

“Delayed Funding Date” has the meaning specified in Section 2.02(e).

“Delayed Funding Representation” has the meaning specified in Section 2.02(e).

“Delinquency Ratio” means, for any Collection Period, the ratio, expressed as a percentage, computed by dividing (i) the aggregate Timeshare Loan Balances of all Pledged Timeshare Loans that were Over Sixty-Day Delinquent Timeshare Loans as of the last day of such Collection Period by (ii) the aggregate Timeshare Loan Balances of all Pledged Timeshare Loans as of the last day of such Collection Period.

“Delinquent Timeshare Loan” means a Timeshare Loan which is not a Defaulted Timeshare Loan and (x) as to which, on the last day of any Collection Period, any payment then due and payable has remained unpaid for more than thirty (30) days from the original due date for such payment or (y) which, consistent with the Collection Policy, has been or should be classified as delinquent. “Designated Delayed Funding Amount” has the meaning set forth in Section 2.02(e).

“Designated Delay Funding Lender” has the meaning specified in Section 2.02(e).

“Determination Date” means the third (3rd) Business Day prior to each Distribution Date.

“Distribution Date” means, with respect to a Collection Period, the 25th day of the calendar month immediately following such Collection Period (or, if such day is not a Business Day, the next succeeding Business Day).

“Xxxx-Xxxxx Act” means the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any successor statute.

“Dollars” and “$” each mean the lawful currency of the United States of America.

“Domestic Obligor” means an individual Obligor whose primary residence is in, or an Obligor (other than an individual) formed under the laws of or having its chief executive office or principal place of business located in, the United States (including each State, Puerto Rico and the United States Virgin Islands) or Canada.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Foreign Obligor” means a Foreign Obligor in respect of an Eligible Timeshare Loan.

“Eligible Hedge Counterparty” means any entity that (a) on the date of entering into any Hedge Transaction (i) is an interest rate swap provider that is either a Lender or an Affiliate of a Lender, or has been approved in writing by the Administrative Agent (which approval shall not be unreasonably withheld), or (ii) has a short-term debt rating of “A-1” from S&P or “P-1” from Xxxxx’x and a long-term debt rating of “A” or higher from S&P or “A2” or higher from Xxxxx’x or whose obligations are unconditionally guaranteed by an Affiliate which has the foregoing debt ratings in a manner reasonably acceptable to the Administrative Agent, (b) at all times after the date of the Hedging Agreement, so long as it is a party thereto, has a long-term debt rating of “BBB+” or higher from S&P or “Baa1” or higher from Xxxxx’x or whose obligations are unconditionally guaranteed by an Affiliate which has the foregoing debt ratings in a manner reasonably acceptable to the Administrative Agent, and (c) in the applicable Hedging Agreement consents to the assignment of the Borrower’s rights under such Hedging Agreement to the Administrative Agent pursuant to Section 5.~~03.~~5.03(b).

“Eligible Timeshare Loan” means a Pledged Timeshare Loan as to which each of the representations and warranties set forth on Schedule I hereto was true and correct as of the Cutoff Date for such Pledged Timeshare Loan.

“Eligible Servicer” means (i) GVS, (ii) the Backup Servicer or (iii) an entity which, at the time of its appointment as Servicer, (a) is legally qualified and has the capacity to service the Pledged Timeshare Loans, (b) has a net worth of not less than $50,000,000 and whose regular business includes servicing portfolios of similar timeshare loans in accordance with high standards of skill and care and (c) has software that is adequate to perform its duties under the Servicing Agreement.

“Enforceability Exceptions” means exceptions to the enforceability of an obligation arising under (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, regardless of whether considered in a proceeding at equity or at law.

“Entitlement Order” has the meaning set forth in Section 2.16(f).

“Environmental Laws” means all federal, state or local laws, rules, regulations or orders governing, imposing standards of conduct with respect to, or regulating in any way the discharge, generation, removal, transportation, storage or handling of toxic or hazardous substances, materials or waste.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, or any successor statute.

“ERISA Affiliate” means any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which Borrower is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code, of which Borrower is a member.

“Errors” has the meaning given such term in Section 5.1(g) of the Servicing Agreement.

“EU Bail-In Legislation Schedule” means the ER Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017.

“EU Securitization Rules” means (i) the EU Securitization Regulation as supplemented by any applicable regulatory technical standards or implementing technical standards from time to time and (ii) to the extent informing the interpretation thereof, any official guidance published in relation thereto by the European Banking Authority, the European Central Bank, the European Securities and Markets Authority, the European Commission or the European Council, the German Federal Financial Supervisory Authority (BaFin) or any other relevant competent authority in the European Union (or, in each case, any predecessor or successor entity thereof) and (iii) in relation to the foregoing, (x) any implementing or equivalent laws or regulations in force in any member state (or former member state) of the European Union or the European Economic Area, and (y) any successor or replacements provisions for Article 6 included in any European Union directive or regulation.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Event of Bankruptcy” means, with respect to any Person:

(i)such Person shall fail generally to pay its debts as they come due, or shall make a general assignment for the benefit of creditors; or any case or other proceeding shall be instituted by such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of it or its debts under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or seeking the entry of an order for relief or the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets; or such Person shall take any corporate or limited liability company action to authorize any of such actions; or

(ii)a case or other proceeding shall be commenced, without the application or consent of such Person in any court seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and (A) such case or proceeding shall

continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days or (B) an order for relief in respect of such Person shall be entered in such case or proceeding or a decree or order granting such other requested relief shall be entered.

“Event of Default” has the meaning assigned to that term in Section 7.01.

“Excess Concentration Amount” means, on any date of determination, the sum (without duplication) of the following amounts:

(a) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans owing from Obligors that had their primary residence addresses at origination in any single state (other than California) or country on the Applicable Measurement Date exceeds 12.50% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date;

(b) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans owing from Obligors that had their primary residence addresses at origination in California on the Applicable Measurement Date exceeds 25.00% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date;

(c) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans owing from Obligors that had their primary residence addresses at origination in countries other than the United States (including Puerto Rico and the United States Virgin Islands), Canada or Japan on the Applicable Measurement Date exceeds 5.0% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date;

(d) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans owing from Eligible Foreign Obligors on the Applicable Measurement Date exceeds 25.035.0% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date;

(e) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans owing from Obligors that had their primary residence addresses at origination in the states having the five (5) largest Obligor concentrations (based on Timeshare Loan Balances) on the Applicable Measurement Date exceeds ~~50.0~~60.0% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date;

(f) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans owing from Obligors (excluding Foreign Obligors) with no FICO® scores at the time of origination on the Applicable Measurement Date exceeds 7.50% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date;

(g) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans having original terms greater than 120 months on the Applicable Measurement Date exceeds 12.50% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date; ~~and~~

(h) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans having Timeshare Loan Balances greater than or equal to $125,000 on the Applicable Measurement Date exceeds ~~7.50~~12.50% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date; and

(i) the amount by which the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans which are Right-to-Use Loans exceeds 20.00% of the aggregate Timeshare Loan Balances on such date of all Eligible Timeshare Loans on the Applicable Measurement Date.

“Excess Spread Percentage “ means, on any Distribution Date, a percentage (which may be a negative percentage) computed as follows: (a) the weighted average Contract Rates of all Eligible Timeshare Loans on the Applicable Measurement Date (weighted based on Timeshare Loan Balances on such date), minus (b) the then applicable Servicing Fee Rate, minus (c) the Used Fee Rate, minus (d) (i) prior to a Hedging Period, the LIBO Rate for the Interest Period for such Distribution Date or (ii) during a Hedging Period, the weighted average Hedge Rate for such Interest Period.

“Excluded Taxes” means (a) Taxes imposed on or measured by net income (however denominated), franchise or gross revenue Taxes in lieu of net income Taxes, imposed by the United States (or any political subdivision thereof), or any other jurisdiction (or any political subdivision thereof), as a result of the recipient being organized in or having its principal office or applicable lending office located in such jurisdiction or that are Connection Taxes; (b) any branch profits Taxes imposed by the United States or any similar Taxes imposed by any other jurisdiction described in clause (a) above or in which the Borrower is located; (c) in the case of a Lender, United States withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (d) Taxes attributable to such Affected Party’s failure to comply with Section 2.12(c); and (e) any Taxes imposed pursuant to or as a result of FATCA.

“Extending Lenders” has the meaning specified in Section 2.07.

“Face Amount” means in relation to any Commercial Paper (a) if issued on a discount basis, the face amount stated therein and (b) if issued on an interest-bearing basis, the principal amount stated therein plus the amount of all interest accrued or to accrue thereon on or prior to its stated maturity date.

“Facility Documents” means collectively, this Agreement, the Sale and Contribution Agreement, the Servicing Agreement, the Performance Guaranty, the Fee Letter, the Custody Agreement, the Global Assignment (Seller), the Global Assignment (Borrower), the Clearing Account Control Agreement, each Assignment delivered by Seller to Borrower under the Sale and Contribution Agreement and all other agreements, documents and instruments delivered pursuant thereto or in connection therewith.

“Facility Limit” means at any time, the Aggregate Commitment, adjusted as necessary to give effect to the addition of any Lender Group that becomes party to this Agreement pursuant to a Joinder Agreement under Section 10.04, any increase or reduction by the Borrower pursuant to Section 2.03 or any assignment pursuant to Section 10.03.

“FAS 166/167 Capital Guidelines” means the final rule, titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues”, adopted December 15, 2009, by the United States bank regulatory agencies.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply

with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation or rules adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“Federal Funds Rate” means, with respect to any Lender for any period, a fluctuating interest rate per annum equal (for each day during such period) to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York; or if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Managing Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the S~~econd~~Fourth Amended and Restated Fee Letter dated as of D~~ece~~m~~ber~~ ~~14,~~ ~~2016,~~April 25, 2019, by and among the Administrative Agent, the Managing Agents, the Committed Lenders and the Borrower.

“Final Collection Date” means the date on or following the Amortization Date on which the Aggregate Loan Principal Balance has been reduced to zero and all other Borrower Obligations have been paid in full.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Seller and its Subsidiaries ending on December 31 of each calendar year.

“Foreign Obligor” means an Obligor that is not a Domestic Obligor.

“Funding Delay Notice” has the meaning specified in Section 2.02(e).

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time, consistently applied.

“Global Assignment” means each of the Global Assignment (Borrower) and Global Assignment (Seller).

“Global Assignment (Borrower)” means a Global Assignment of Mortgages and Timeshare Loan Files and Power of Attorney, in the form attached hereto as Exhibit K, made by the Borrower in favor of the Administrative Agent.

“Global Assignment (Seller)” means a Global Assignment of Mortgages and Timeshare Loan Files and Power of Attorney, in the form attached hereto as Exhibit J, made by the Seller in favor of the Administrative Agent.

“Governmental Authority” means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any of its properties.

“Governmental Rule” means any law, rule, regulation, ordinance, order, code interpretation, treaty, judgment, decree, directive, guidelines, policy or similar form of decision of any Governmental

Authority.

“Guarantee” means, as to any Person, any obligation of such person directly or indirectly guaranteeing any Indebtedness of any other Person in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, or take or pay or otherwise). The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable about of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“GVS” means Grand Vacations Services LLC, a Delaware limited liability company and its successors and permitted assigns.

“Hedge Amortization Schedule” means the amortization schedule prepared from time to time by the Administrative Agent in accordance with Section 5.03(b) based on (i) the timeshare loan data file prepared by the Servicer for the Administrative Agent pursuant to Section 5.03(b) and (ii) assumptions regarding the payments, prepayments and defaults on the Pledged Timeshare Loans determined by the Administrative Agent in a commercially reasonable and industry accepted manner.

“Hedge Breakage Costs” means, with respect to any Hedge Transaction, any amount payable by the Borrower to the related Hedge Counterparty with respect to any early termination of such Hedge Transaction or any portion thereof.

“Hedge Collateral” means all of the rights of the Borrower, whether now existing and hereafter acquired, in and to all Hedging Agreements, Hedge Transactions and all present and future amounts payable by all Hedge Counterparties to the Borrower under or in connection with such Hedging Agreements and Hedge Transactions with such Hedge Counterparties.

“Hedge Counterparty” means any Person that has entered into a Hedge Transaction.

“Hedge Rate” means, on any date of determination, the weighted average fixed rate or strike rate under the Hedging Agreements on such date, based on the notional amounts of such Hedging Agreements.

“Hedge Purchase Event” has the meaning given to such term in Section 5.03(a).

“Hedge Receipts” means all amounts received by the Borrower pursuant to a Hedging Agreement.

“Hedge Reserve Account” has the meaning given to such term in Section 2.16(k).

“Hedge Reserve Account Bank” means the financial institution at which the Hedge Reserve Account is maintained.

“Hedge Reserve Account Required Balance” means, (i) for any Determination Date or Borrowing Date, when the Hedge Reserve Option has been exercised and not revoked, and as long as a Hedge Transaction has not yet been purchased, the higher of two bids obtained by the Borrower (or the Servicer on its behalf) from broker/dealers approved by the Administrative Agent (at least one of which shall be a Lender or an Affiliate thereof) regarding the purchase price of a Hedge Transaction in the form of an interest rate cap that satisfies the Hedging Requirements for a notional amount equal to 100% of the of the

Unhedged Aggregate Loan Principal Balance and based on the Hedge Amortization Schedule and (ii) for all other dates, $0.

“Hedge Reserve Amounts” shall mean the amounts deposited in the Hedge Reserve Account.

“Hedge Reserve Option” shall mean the Borrower’s revocable election to deposit Hedge Reserve Amounts to fund the Hedge Reserve Account in lieu of providing Hedging Agreements pursuant to Section 5.03(c) hereof.

“Hedge Transaction” means each transaction between the Borrower and a Person entered into pursuant to Section 5.03(b) and governed by a Hedging Agreement.

“Hedging Agreement” means each agreement between the Borrower and Hedge Counterparty which governs one or more Hedge Transactions entered into pursuant to Section 5.~~03,~~5.03(b), which agreement shall be an interest rate cap or interest rate swap and shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto and each “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction.

“Hedging Period” means each period (i) commencing on a Distribution Date on which (i) the Excess Spread Percentage on such Distribution Date is less than 6.75% or (ii) the LIBOR Rate ~~for~~ the I~~nte~~r~~est~~ Pe~~riod~~ comm~~encing~~ on ~~such~~ Distr~~ibu~~t~~ion~~ Date is greater ~~than~~ 3.00%, and ending on the next Distribution Date on which the ~~con~~dit~~ion~~ descr~~ibed~~ in cla~~use~~ (i) or (ii) hereof that ca~~used~~ such period to comm~~ence~~ no longer exists. Excess Spread Percentage is greater than or equal to 6.75%, (ii) during the occurrence and continuance of an Event of Default and (iii) commencing upon the occurrence of the Commitment Termination Date.

“Hedging Requirements” has the meaning set forth in Section 5.03.

“HGVClub” means Hilton Grand Vacations Club, the service name given to the variety of exchange and reservation services and vacation and travel benefits offered by Hilton Grand Vacations Club, Inc. from time to time.

“HGVI” means Hilton Grand Vacations Inc., a Delaware corporation.

“Hilton Entity” has the meaning set forth in Section 5.01(g).

“Holdings” means Hilton Worldwide Holdings Inc., a Delaware corporation.

“Indebtedness” means, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) accrued obligations of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) Indebtedness of others Guaranteed by such Person; and (h) any other obligation of such Person evidenced by a note, bond, debenture or similar instrument that would be classified

as indebtedness on a balance sheet prepared in accordance with GAAP. “Indemnified Amount” has the meaning set forth in Section 8.01.

“Indemnified Party” has the meaning set forth in Section 8.01.

“Indemnified Taxes” means any and all Taxes imposed on or with respect to any payment made by the Borrower under any Facility Document other than Excluded Taxes.

“Independent Director” means, with respect to a subject Person, a natural person who has been approved and is serving as a member of the board of directors or other governing body of such Person and(a) for the five-year period prior to his or her appointment as Independent Director has not been, and during the continuation of his or her service as Independent Director is not: (i) a direct, indirect or beneficial stockholder, employee, director, member, manager, partner, officer or associate of the Seller, the Borrower, the Servicer or any of their respective Affiliates (other than his or her service as an Independent Director of such subject Person); (ii) a customer, supplier or creditor of the Seller, the Borrower, the Servicer or any of their respective Affiliates (other than his or her service as an Independent Director of such subject Person); or (iii) any member of the immediate family of a person described in (i) or (ii), (b) has prior experience as an independent director for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (c) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“Individual Domestic Obligor” means a Domestic Obligor that is an individual.

“Initial Borrowing” means the first Borrowing made pursuant to this Agreement.

“Initial Cutoff Date” means April 30, 2013.

“Initial Transfer Date” means the date on which the Initial Transfer occurs.

“Initial Transfer” means the first Transfer made pursuant to the Sale and Contribution Agreement.

“Insurance Proceeds” means (i) proceeds of any insurance policy, including property insurance policies, casualty insurance policies and title insurance policies and (ii) any condemnation proceeds, in each case which relate to the Timeshare Loans or the Units and are paid or required to be paid to, and may be retained by, the Borrower, any of its Affiliates or to any holder of record of any Mortgage.

“Interest” means, for any Loan and any Interest Period, the sum for each day during such Interest Period of the following:

IR x PA/CB

where:

IR= the Interest Rate for such Loan for such day.

PA= the Principal Amount of such Loan on such day.

CB= (i) in the case of a Loan, the Interest Rate for which is based on the Prime Rate, 365 and (ii) in the case of any other Loan, 360.

“Interest Coverage Ratio” means, with respect to a Person, the ratio as of the last day of any Fiscal Quarter of (i) Consolidated EBITDA of such Person for the period of four (4) consecutive Fiscal Quarters ending on or immediately prior to such date to (ii) Consolidated Interest Expense of such Person for the period of four (4) consecutive Fiscal Quarters ending on or immediately prior to such date.

“Interest Period” means, for any Distribution Date, the period from and including the Distribution Date preceding such Distribution Date to, but excluding, such Distribution Date (or in the case of the initial Interest Period, the period from and including the Closing Date to, but excluding, the Distribution Date in June 2013).

“Interest Rate” means, with respect to any Loan on any day (i) to the extent such Loan is funded or maintained on such day by a Conduit Lender through the issuance of Commercial Paper, the CP Rate and (ii) otherwise, the Alternative Rate; provided, that for both clause (i) and (ii), that at all times following the occurrence and during the continuation of an Event of Default, the Interest Rate for each Loan on each day shall be an interest rate per annum equal to 2.00% plus the Interest Rate then in effect from time to time.

“Invested Percentage” means, for a Lender on any day, the percentage equivalent of (i) the sum of (a) the portion of the Aggregate Loan Principal Balance (if any) funded by such Lender on or prior to such day, plus (b) any portion of the Aggregate Loan Principal Balance acquired by such Lender on or prior to such day as an assignee from another Lender (whether pursuant to an Assignment and Acceptance or otherwise), minus (c) any portion of the Aggregate Loan Principal Balance assigned by such Lender to an assignee on or prior to such day (whether pursuant to an Assignment and Acceptance or otherwise), divided by (ii) the Aggregate Loan Principal Balance on such day. With respect to a Lender Group, “Invested Percentage” shall mean the foregoing amount computed with respect to the portion of the Aggregate Loan Principal Balance funded and acquired by all the Lenders in such Lender Group.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investors” means one or more investment funds, investment partnerships or managed accounts controlled or managed by The Blackstone Group L.P. or one of its Affiliates (other than any portfolio operating companies).

“IRS” means the Internal Revenue Service of the United States of America.

“Joinder Agreement” means a joinder agreement substantially in the form set forth as Exhibit G hereto pursuant to which a new Lender Group becomes party to this Agreement.

“Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

“Lender” means any Conduit Lender or Committed Lender, as applicable, and “Lenders” means, collectively, the Conduit Lenders and the Committed Lenders.

“Lender Group” means any Managing Agent and its related Conduit Lenders, if any, and Committed Lenders.

“Lender Group Limit” means, for any Lender Group, the amount set forth on Schedule II (or in the Joinder Agreement pursuant to which such Lender Group became party hereto) subject to assignment pursuant to Section 10.03, as such amount may be reduced in accordance with Section 2.03(a) or increased in accordance with Section 2.03(b), except that, for a Non-Extending Lender Group, the Lender Group Limit shall be reduced to zero on the Commitment Termination Date of such Lender Group.

“Lender Group Percentage” means, for any Lender Group, the percentage equivalent of a fraction (expressed out to five decimal places), the numerator of which is the aggregate of the Commitments of all Committed Lenders in such Lender Group and the denominator of which is the Aggregate Commitment.

“Lender Representatives” has the meaning specified in Section 10.12(b).

“Leverage Ratio” means, with respect to a Person, the ratio as of the last day of any Fiscal Quarter of (i) Indebtedness of such Person as of such day to (ii) Consolidated Tangible Net Worth of such Person as of such day.

“LIBO Rate” means (a) with respect to any Loan funded or maintained by a Lender in the Lender Group for which BANA is the Managing Agent, for any day, the one-month “Eurodollar Rate” for deposits in Dollars as reported on Reuters Scr~~een~~ LIBOR01 Page or ~~any other~~ page ~~that~~ may ~~rep~~lace ~~such~~ page ~~from~~ time to time ~~for~~ ~~the~~ pur~~pose~~ of ~~dis~~play~~ing~~ ~~off~~e~~red~~ rates of leading ~~banks~~ ~~for~~ ~~London~~ interb~~ank~~ ~~depo~~sits in United Sta~~tes~~ dollarsthe LIBOR Screen Rate, as of 11:00 a.m. (London time) on such date, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by BANA from another recognized source for interbank quotation), in each case, changing when and as such rate changes or (b) with respect to any Loan funded or maintained by a Lender in any other Lender Group for any Interest Period, the rate per annum shown on Reuters Screen LIBOR01 ~~(or~~ ~~any~~ ~~succ~~essor page as ~~the~~ com~~pos~~ite offe~~red~~ rate for Lon~~don~~ inter~~bank~~ ~~depo~~sits for a one-m~~onth~~ per~~iod~~)the LIBOR Screen Rate, as shown under the heading “USD” at approximately 11:00 a.m., London time, on the second Business Day before the first day of such Interest Period; provided, that (x) if the rate referred to in this clause (b) is not available at such time for any reason, then the “LIBO Rate” shall be determined by reference to such other comparable available service for displaying Eurodollar rates as may be reasonably selected by the Administrative Agent, (y) if no such service is available, the LIBO Rate shall be the rate per annum equal to the average (rounded upward to the nearest 1/16th of 1%) of the respective rates notified to ~~the~~ Adm~~inis~~trative Ag~~ent~~ by Deut~~sche~~ B~~ank~~ AG as the rate at which Deuts~~che~~ B~~ank~~ AGBANA offers deposits in Dollars at or about 10:00 a.m., New York City time, two Business Days prior to the beginning of the related Interest Period, in the interbank eurocurrency market where the eurocurrency and foreign currency and exchange operations in respect of its Eurodollar loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the applicable amount of Aggregate Loan Principal Balance to be accruing interest at the LIBO Rate during such Interest Period and (z) in the event that the rate appearing on such page or as so determined by the Administrative Agent shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“LIBO Rate Reserve Percentage” means, for any day on which Interest is computed by reference to the LIBO Rate, the reserve percentage applicable on such day under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the average of such percentages) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined). The LIBO Rate Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage..

“LIBOR Disruption Event” means, with respect to any Interest Period, any of the following: (a) a determination by any Lender or any Liquidity Provider that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain dollars in the London interbank market to make, fund or maintain Loans during such Interest Period, (b) the failure of the source listed in the definition of “LIBO Rate” to publish a London interbank offered rate as of 11:00 a.m. on the second Business Day prior to the first day of such Interest Period, together with the failure of the Administrative Agent to find another comparable available service and of Deutsche B~~ank~~ AG to ~~provide~~ notice of an alternate rate (~~each~~ as ~~con~~tem~~pla~~ted in ~~such~~ definit~~ion~~), (c) a determination by any Lender or Liquidity Provider that the rate at which deposits of United States dollars are being offered in the London interbank market does not accurately reflect the cost to such Person of making, funding or maintaining its Loans for such Interest Period or (d) the inability of such Lender or Liquidity Provider, because of market events not under the control of such Person, to obtain United States dollars in the London interbank market to make, fund or maintain its Loans for such Interest Period.

“LIBOR Screen Rate” means the LIBO Rate quote on the applicable screen page the Administrative Agent designates to determine the LIBO Rate (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” has the meaning specified in Section 2.20.

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Interest Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), or preference, priority, charge or other security agreement or preferential arrangement of any kind or nature whatsoever that is intended as security.

“Liquidation” means, with respect to a Pledged Timeshare Loan that is a Defaulted Timeshare Loan, the foreclosure, other enforcement action or the taking of a deed-in-lieu of foreclosure and the recording of a deed of conveyance with respect thereto.

“Liquidation Expenses” means, with respect to a Defaulted Timeshare Loan, the out-of- pocket expenses (exclusive of overhead expenses) incurred by the Servicer in connection with the Liquidation of such Defaulted Timeshare Loan, including the remarketing fee and expenses of the Seller, any Affiliate of the Seller or of any other Person engaged by the Servicer pursuant to Section 2.2(c) of the Servicing Agreement to remarket and dispose of the related Timeshare P~~rop~~ertyInterest, reasonable out-of- pocket fees of external legal counsel and any foreclosure and other repossession expenses incurred by the Servicer with respect to such Defaulted Timeshare Loan and any other fees and expenses reasonably applied or allocated in the ordinary course of business with respect to the Liquidation of such Defaulted Timeshare Loan (including any assessed timeshare association fees); provided, however, that in each case, any fees and expenses included in the “Liquidation Expenses” must be commercially reasonable and incurred in accordance with the Servicing Standard.

“Liquidation Fee” means, in the event of any prepayment of a Loan owing to a Lender which did not comply with the advance notice requirements set forth in Section 2.05(a), and for the Interest

Period during which such Loan was prepaid, the amount, if any, by which (i) the additional Interest which would have accrued during such Interest Period on the reduction of the Principal Amount of such Loan during such Interest Period had such reduction not occurred, exceeds (ii) the income, if any, received by such Lender from the investment of the proceeds of such reduction. A certificate as to the amount of any Liquidation Fee (including the computation of such amount) shall be submitted by the affected Lender to the Borrower and shall be conclusive and binding for all purposes, absent manifest error.

“Liquidation Proceeds” means with respect to the Liquidation of any Defaulted Timeshare Loan, the amounts actually received by the Servicer, if any, in connection with such Liquidation.

“Liquidity Agreement” means a liquidity loan agreement, asset purchase agreement or similar agreement entered into by a Conduit Lender with a group of financial institutions in connection with this Agreement.

“Liquidity Provider” means any of the financial institutions from time to time party to any Liquidity Agreement with a Conduit Lender.

“Loan” means a loan made to the Borrower pursuant to Article II.

“Lockbox” means any post office box maintained by the Clearing Account Bank for the purpose of receiving payments on Timeshare Loans, including Collections.

“Major Credit Card” means a credit card issued by any of VISA USA, Inc., MasterCard International Incorporated, American Express Company, Discover Bank, JCB International Credit Card Co., Ltd. or Diners Club International Ltd. or any credit card affiliate or member entity or any other comparable issuer of credit cards.

“Majority Managing Agents” means (i) at any time prior to the Amortization Date, Managing Agents whose Lender Group Limits together equal or exceed 66 2/3 percent (66 2/3%) of the Facility Limit at such time or (ii) at any other time, Managing Agents for Lender Groups whose Invested Percentages together equal or exceed 66 2/3% of the Aggregate Loan Principal Balance at such time.

“~~Managed Portfolio Default Ratio~~” m~~eans,~~ ~~for~~ ~~any~~ Collect~~ion~~ Per~~iod,~~ ~~the~~ ratio, expres~~sed~~ as a perce~~nta~~ge, com~~puted~~ by div~~iding~~ (i) ~~the~~ aggregate Tim~~esh~~are Loan Bala~~nces~~ of all Managed Portfolio Tim~~esha~~re L~~oans~~ that became Defaul~~ted~~ Tim~~esha~~re ~~Loans~~ dur~~ing~~ ~~such~~ Collection Period by (ii) the aggregate Tim~~esha~~re ~~Loan~~ Balances of all M~~ana~~ged Portfolio Tim~~esh~~are ~~Loa~~ns on ~~the~~ last ~~day~~ of such C~~oll~~ect~~ion P~~eri~~od.~~

“~~Managed Portfolio Delinquency Ratio~~” m~~eans,~~ for ~~any~~ C~~olle~~c~~tion~~ Per~~iod,~~ the ra~~tio,~~ ~~exp~~ressed as a perce~~nta~~ge, com~~puted~~ by div~~iding~~ ~~(i)~~ the aggregate Tim~~esha~~re ~~Loan~~ Balances of all Managed ~~Por~~tfolio Tim~~esha~~re Lo~~ans~~ that are Over Sixty-Day Deli~~nque~~nt Tim~~esha~~re Loans on ~~the~~ l~~ast~~ ~~day~~ of s~~uch~~ C~~oll~~ect~~ion~~ Period by ~~(ii)~~ ~~the~~ aggregate Tim~~esha~~re Loan Balances of all Managed ~~Por~~tfolio Tim~~esha~~re ~~Loa~~ns ~~on the~~ last day ~~of s~~u~~ch Co~~llect~~ion P~~eri~~od.~~

“~~Managed Portfolio Timeshare Loan~~” m~~eans~~ ~~each~~ Tim~~esha~~re ~~Loan~~ payable in D~~oll~~ars ~~ori~~gina~~ted by~~ th~~e Se~~lle~~r or~~ any ~~Subsidi~~ary ~~of t~~h~~e Se~~ller ~~and s~~erv~~iced by~~ ~~the~~ Service~~r on be~~hal~~f of~~ ~~the S~~eller ~~and~~ its ~~Sub~~sidiar~~ies~~.“Management Stockholders” means the members of management of HGVI or any of its Subsidiaries who are investors in HGVI.

“Managing Agent” means, as to any Conduit Lender or Committed Lender, the Person listed on Schedule II as the “Managing Agent” for such Lenders, together with its respective successors and permitted assigns.

“Material Adverse Effect” means, with respect to a Person and any event or circumstance, a material adverse effect on (a) the property, business or financial condition of such Person, (b) the ability of such Person to perform in all material respects its obligations under any of the Facility Documents to which it is a party, (c) the validity or enforceability in all material respects of any of the Facility Documents to which it is a party, (d) the material rights and remedies of the Lenders under any of the Facility Documents, (e) the existence or perfection or priority of any Lien granted by such Person under any Facility Document to which it is a party or (f) the collectibility of the Pledged Timeshare Loans generally or of any material portion of the Pledged Timeshare Loans.

“Maturity Date” means the earlier of (a) the Distribution Date occurring in the twelfth (12th) month after the occurrence of the Amortization Date under clause (i) or (iii) of the definition thereof and (b) the date of the declaration or automatic occurrence of the Amortization Date pursuant to Section 7.03.

“Miscellaneous Payments” means, with respect to the Pledged Timeshare Loans, any amounts received from or on behalf of the related Obligors representing assessments, payments relating to real property taxes, insurance premiums, maintenance fees and charges and association fees and any other payments not owed under the related Obligor Notes.

“Monthly Loan Tape” means a data tape which shall include such information with respect to the Pledged Timeshare Loans as the Administrative Agent may reasonably request from time to time.

“Monthly Principal Payment Amount” means on any Distribution Date (i) prior to the Amortization Date, the amount, if any, necessary to reduce the Aggregate Loan Principal Balance such that no Borrowing Base Deficiency exists after giving effect to such payment or (ii) from and after the Amortization Date, the Aggregate Loan Principal Balance.

“Monthly Report” means a report, in substantially the form of Exhibit C, furnished by the Servicer to the Borrower, the Administrative Agent (who shall make such Monthly Report available to the Lenders), the Paying Agent and the Backup Servicer pursuant to Section 3.3 of the Servicing Agreement.

“Moody’s” means Xxxxx’x Investors Service, Inc., and its successors.

“Mortgage” means the mortgage, deed of trust or other act or instrument creating a first priority lien on the Timeshare Property securing a Tim~~esha~~reMortgage Loan, or a copy thereof certified by the applicable recording office.

“Mortgage Loan” means a loan financing the purchase of a Timeshare Property secured by a Mortgage on such Timeshare Property.

“Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Borrower or to which the Borrower has any liability (including on behalf of an ERISA Affiliate) and that is covered by Title IV of ERISA.

“Non-Extending Lender” means each Lender that is not an Extending Lender.

“Non-Extending Lender Group” means each Lender Group as to which at least one member is a Non-Extending Lender.

“Notice of Exclusive Control” has the meaning specified in Section 2.16.

“Notice of Purchase” means a fully executed Notice of Purchase in the form of Exhibit F to the Custody Agreement.

“Obligor” means a Person obligated to make payments under a Timeshare Loan, including any guarantor thereof.

“Obligor Information” has the meaning specified in Section 10.12(c).

“Obligor Note” means an executed promissory note or other instrument of indebtedness evidencing the indebtedness of an Obligor under a Timeshare Loan, together with any rider, addendum or amendment thereto.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officer’s Certificate” means a certificate executed by a Servicing Officer, certifying the accuracy of the information specified therein.

“Official Body” means any Governmental Authority or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“Opinion of Counsel” means a written opinion of external counsel, in each case, reasonably acceptable to the addressees thereof.

“Original Borrowing Date” has the meaning specified in Section 2.02(e).

“Other Fees” means amounts owed by the Borrower hereunder pursuant to Sections 2.09, 2.10, 2.11, 2.12, 8.01 and 10.10.

“Over Sixty-Day Delinquent Timeshare Loan” means a Timeshare Loan which is not a Defaulted Timeshare Loan and as to which, on the last day of any Collection Period, any payment then due and payable has remained unpaid for more than sixty (60) days from the original due date for such payment.

“PAC” means an arrangement whereby an Obligor makes payments under a Pledged Timeshare Loan via pre-authorized debit.

“Parent” means, (a) prior to the Spin-Off Effective Date, Holdings and (b) on or after the Spin-Off Effective Date, HGVI.

“Participant” has the meaning specified in Section 10.03(f).

“Participant Register” has the meaning specified in Section 10.03(f).

“Paying Agent” means Xxxxx Fargo or any other Person acceptable to the Majority Managing Agents.

“Paying Agent Fee” means, for any Collection Period, the paying agent fees as set forth in the Xxxxx Fargo Fee Letter.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Performance Guaranty” means that certain Performance Guaranty dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent.

“Performance Guarantor” means the Seller.

“Permitted Holders” means each of (x) the Investors and (y) the Management Stockholders.

“Permitted Investments” means:

(a) direct obligations of, or guaranteed as to the full and timely payment of principal and interest by, the United States or obligations of any agency or instrumentality thereof, if such obligations are backed by the full faith and credit of the United States;

(b) federal funds, certificates of deposit, time deposits, bankers’ acceptances (which shall each have an original maturity of not more than ninety (90) days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days) or demand deposits of any United States depository institution or trust company organized under the laws of the United States or any state and subject to supervision and examination by federal and or state banking authorities; provided, that the short-term obligations of such depository institution or trust company are rated in one of the two highest available rating categories by the Rating Agencies on the date of acquisition thereof;

(c) commercial paper (having original maturities of not more than thirty (30) days) of any corporation incorporated under the laws of the United States or any state thereof which is rated A-1 or better by S&P and P-1 by Moody’s on the date of acquisition thereof;

(d) securities of money market funds rated AA or better by S&P and Aa or better by Moody’s on the date of acquisition thereof; or

(e) repurchase obligations secured by an investment described in clause (a) above with a market value greater than the repurchase obligation, provided that such security is held by a third party custodian which has a rating for its short-term, unsecured debt or commercial paper (other than such obligations the rating of which is based on the credit of a Person other than such custodian) of P-1 by Moody’s and at least A-1 by S&P on the date of acquisition thereof.

Each of the Permitted Investments may be purchased by the Paying Agent or through an Affiliate of the Paying Agent.

“Permitted Liens” means any of the following: (a) Liens for taxes and assessments (i) which are not yet due and payable or (ii) the validity of which are being contested in good faith by appropriate proceedings and with respect to which the Seller is maintaining adequate reserves in accordance with GAAP; (b) Liens in favor of the Administrative Agent or any Secured Party, including any Liquidity Providers (but only in connection with this Agreement); (c) any other Liens created pursuant to any Facility Document; and (d) in respect of any Timeshare Property, (i) the Lien of a Mortgage, (ii) the lien of current real property taxes, maintenance fees, ground rents, water charges, sewer rents and assessments not yet due and payable, (iiiii) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially interferes with the current use of such Timeshare Property or the security intended to be provided by the related Mortgage or with the related Obligor’s ability to pay his or her obligations when they become due or materially and adversely affects the value of such Timeshare Property and (iiiiv) the exceptions (general and specific) set forth in the related title insurance policy,

none of which, individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage or with such Obligor’s ability to pay his or her obligations when they become due or materially and adversely affects the value of such Timeshare Property.

“Permitted Release” means, with respect to a Pledged Timeshare Loan, a release of such Pledged Timeshare Loan from the Lien of this Agreement as contemplated by Section 2.15.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture, Governmental Authority or other entity.

“Plan” means an employee benefit or other plan established or maintained by the Borrower to which Borrower has any liability (including on behalf of an ERISA Affiliate) and that is covered by Title IV of ERISA, other than a Multiemployer Plan.

“Pledged Timeshare Loan” means, on any date, each Timeshare Loan owned by the Borrower on such date, whether or not such Timeshare Loan is an Eligible Timeshare Loan, and excluding any Timeshare Loan released from the Lien of this Agreement pursuant to the terms hereof.

“Points” means points or a similar form of currency, the redemption of which entitles the holder thereof to reserve the use and occupancy of a residential accommodation at a Resort.

“Points Based Timeshare Interest” means a Right-to-Use Interest (including a club membership) that is denominated in Points.

“Predecessor Servicer Work Product” has the meaning given such term in Section 5.1(g) of the Servicing Agreement.

“Prime Rate” means, for any day, a fluctuating rate of interest per annum equal to the higher of: (i) a fluctuating rate of interest per annum equal to the “Prime Rate” most recently published in the Wall Street Journal and described as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks”, and (ii) 0.50% above the rate per annum at which Deuts~~che~~ B~~ank~~ AG, New Y~~ork~~ B~~ranch,~~ as a bra~~nch~~ of a foreign ~~ban~~kBANA, in its reasonable discretion, can acquire federal funds in the interbank overnight federal funds market, through brokers of recognized standing or otherwise, as most recently determined by Deut~~sche B~~ank AG, New Y~~ork~~ B~~ranc~~hBANA.

“Principal Amount” means, with respect to any Loan, the original principal amount of such Loan, as such principal amount may be reduced from time to time by (i) payments made in accordance with Section 2.05 and (ii) Collections received by the applicable Lender holding such Loan from distributions made pursuant to Section 2.06 that have been applied to reduce the Principal Amount of such Loan; provided, that if such Principal Amount shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Principal Amount shall be increased by the amount of such rescinded or returned distribution, as though it had not been received by such Lender.

“Pro Rata Share” means, at any time for any Committed Lender in any Lender Group, (a) the Commitment of such Committed Lender at such time, divided by the sum of the Commitments of all Committed Lenders in such Lender Group at such time and (b) after the Commitments of all the Committed Lenders in such Lender Group have been terminated, the Principal Amount of the Loans funded or maintained by such Committed Lender at such time, divided by the Principal Amount of the Loans funded or maintained by all the Committed Lenders in such Lender Group at such time.

“Processing Fees” means any amounts due under an Obligor Note in respect of processing fees, service fees or late fees.

“Product Information” has the meaning specified in Section 10.12(a).

“Purchase Contract” means the purchase contract pursuant to which an Obligor purchased a Timeshare ~~Pro~~pertyInterest.

“Purchase Price” has the meaning set forth in Section 2.2(a) of the Sale and Contribution Agreement.

“Qualified Institution” means any depository institution or trust company organized under the laws of the United States or any State (or any domestic branch of a foreign bank), (i) (a) that has or the parent of which has, either (1) a long-term unsecured debt rating of “A” or higher by S&P and “A2” or higher by Moody’s, or (2) a short-term unsecured debt rating of not less than “A-1” by S&P and not less than “P-1” by Moody’s or (b) is otherwise acceptable to the Administrative Agent and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation.

“Qualified Substitute Timeshare Loan” means, with respect to any Timeshare Loan to be included as a Transferred Timeshare Loan in connection with a substitution pursuant to Section 2.7(b) or (c)of the Sale and Contribution Agreement, a Timeshare Loan that was an Eligible Timeshare Loan as of the last day of the Collection Period immediately preceding the related Transfer Date.

“Rating Agency” means any nationally recognized statistical rating organization and any successor thereto.

“Rating Request” means a written request by an Affected Party or Lender to the Borrower and the Servicer, stating that such Affected Party or Lender intends to request that a Rating Agency issue a public rating to the transactions contemplated by this Agreement.

“Reasonably Request” means a request for information or actions that is reasonably made by the requesting party and that can reasonably be provided or performed by the furnishing party without significant effort or expense; provided, that in the event that the furnishing party believes that the requested information or actions cannot be provided or performed without significant effort or expense, the furnishing party and the requesting party shall confer in good faith to agree upon appropriate consideration for the furnishing party to provide such information or perform such actions.

“Records” means, with respect to a Timeshare Loan, all agreements, documents, instruments, books, records and other information, other than the Timeshare Loan File with respect to such Timeshare Loan, including all accounting records, credit files, electronic data and other computer materials, tapes, discs and punch cards with respect to such Timeshare Loan, the related Obligor or the Related Security with respect thereto.

“Refinancing” means any Securitization or other financing by the Borrower or any Affiliate of the Borrower that is secured, directly or indirectly, by, or involving, all or a portion of the Collateral transferred by the Borrower in connection with such financing transaction.

“Refinancing Date” means the date upon which a Refinancing is consummated.

“Refinancing Date Certificate” means either a certificate, substantially in the form attached as Annex 1-A to Exhibit I hereto, delivered by a Responsible Officer of the Borrower on a Refinancing Date indicating that the requirements set forth in this Agreement for a Refinancing have been satisfied or a

certificate, substantially in the form attached as Annex 1-B to Exhibit I hereto, delivered by a Responsible Officer of the Servicer on a Refinancing Date indicating that the requirements set forth in this Agreement for a Refinancing have been satisfied.

“Refinancing Release” means a release executed pursuant to Section 2.14, substantially in the form of Exhibit I hereto.

“Register” has the meaning specified in Section 10.03(d).

“Related Security” means, with respect to a Timeshare Loan, (i) all property and assets (whether real or personal and whether tangible or intangible) from time to time securing or purporting to secure such Timeshare Loan, whether pursuant to the related Purchase Contract, the related Mortgage or Right-to-Use Agreement or otherwise, (ii) Liens on any property described in the preceding clause (i), together with all UCC financing statements, Mortgages and any other filings covering any collateral securing payment of such Timeshare Loan, (iii) all guaranties, prepayment penalties, indemnities, warranties, letters of credit, insurance proceeds and premium refunds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Timeshare Loan, (iv) the Purchase Contract, the Timeshare Loan File and any other agreements, documents and instruments relating to such Timeshare Loan, (v) any Timeshare PropertyInterest repossessed by the Servicer on behalf of the Borrower pursuant to the Servicing Agreement, (vi) all Records and (vii) all proceeds of the foregoing.

“Remaining Percentage” means, with respect to any Refinancing Date, the percentage equivalent of a fraction, the numerator of which is the Aggregate Timeshare Loan Balances of all Eligible Timeshare Loans on such Refinancing Date, after giving effect to the release of all Pledged Timeshare Loans in connection with the Refinancing on such Refinancing Date, and the denominator of which is the Aggregate Timeshare Loan Balance of all Eligible Timeshare Loans on such Refinancing Date, before giving effect to the release of Pledged Timeshare Loans in connection with such Refinancing.

“Reportable Event” has the meaning set forth in Section 4043 of ERISA.

“Repurchase Price” means, with respect to a Transferred Timeshare Loan to be repurchased by the Seller on any date pursuant to Section 2.7 of the Sale and Contribution Agreement, the Timeshare Loan Balance of such Transferred Timeshare Loan as of the Applicable Measurement Date.

“Request for Release of Documents (Administrative Agent)” means a request for release, appropriately completed, substantially in the form of Exhibit B to the Custody Agreement.

“Request for Release of Documents (Servicer)” means a request for release, appropriately completed, substantially in the form of Exhibit A to the Custody Agreement.

“Required Data” means ongoing information regarding the characteristics and performance of the Timeshare Loans and pool and vintage origination data with respect to timeshare loans originated or serviced by the Seller and its Affiliates required to be provided by the Borrower or the Servicer to the Administrative Agent at the request of the Administrative Agent or any Managing Agent in connection with any Lender’s or Affected Party’s regulatory capital requirements.

“Required Non-Delayed Funding Amount” means, with respect to a Designated Delay Funding Lender and an Original Borrowing Date, an amount equal to the excess, if any, of (a) an amount equal to 20% of such Designated Delay Funding Lender’s Commitment as of such Original Borrowing Date over (b) the sum, with respect to such Designated Delay Funding Lender, of all Designated Delayed Funding Amounts funded by such Designated Delay Funding Lender on the Original Borrowing Dates for such Designated Delayed Funding Amounts during the 35 days preceding such Original Borrowing Date and with respect to which the related Delayed Funding Dates shall not have occurred on or prior to such Original

Borrowing Date.

“Required Rate” means, on any date of determination, the Hedge Rate that would cause the Excess Spread Percentage to be equal to 6.50% on such date.

“Requisite Office” means, for any Timeshare Loan, the office where the related Mortgage would be required to be recorded.

“Resort” means any of the resorts listed on Schedule V to this Agreement.

“Resort Association” means any of the resort associations listed on Schedule V to this Agreement.

“Resort Association Instruments” means, with respect to any Resort Association, the “Declaration”, “Articles of Incorporation”, “By-Laws”, “Trust Agreements”, “Regulations”, “Register of Members” and any other document or instrument which defines or governs the Resort Association.

“Responsible Officer” means, as to any Person, the chief executive officer or president or, with respect to financial matters, the chief financial officer, the chief accounting officer, the treasurer or the controller of such Person, or any vice president, assistant vice president, secretary, assistant secretary, or any other officer thereof customarily performing functions similar to those performed by the individuals who at the time shall be such officers who is in each case authorized or responsible for taking action on behalf of such Person in connection with the transactions contemplated by the Facility Documents; provided, that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, Responsible Officer means any officer authorized to act on such officer’s behalf as demonstrated by a certified resolution.

“Restricted Junior Payment” means, with respect to any Person, (i) any dividend or other distribution of any nature (cash, securities, assets, Indebtedness or otherwise) and any payment, by virtue of redemption, retirement or otherwise, on any class of Equity Interests or subordinate Indebtedness issued by such Person, whether such Equity Interests are now or may hereafter be authorized or outstanding and any distribution in respect of any of the foregoing, whether directly or indirectly, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Securities or subordinate Indebtedness of such Person now or hereafter outstanding, or (iii) any payment of management or similar fees by such Person.

“Retained Interest” means a material net economic interest of not less than the percentage thereof required under the Retention RequirementsEU Securitization Rules as measured at the relevant time against the aggregate Timeshare Loan Balances of all Pledged Timeshare Loans.

“~~Retention Requirements~~” m~~eans~~ ~~each~~ ~~of:~~ (a) Article 405 of ~~the~~ ~~CRR~~, together with (i) the Comm~~ission~~ Delegated Reg~~ula~~t~~ion~~ (EU) 625~~/2014~~ of 13 March 2014 ~~and~~ any reg~~ula~~tory technical standards, im~~ple~~ment~~ing~~ te~~chn~~ical s~~tan~~dards or related ~~docu~~ments ~~pub~~lished by ~~the~~ ~~Euro~~p~~ean~~ Bank~~ing~~ A~~utho~~rity, Eu~~rop~~ean Central B~~ank~~ ~~(or~~ ~~any~~ other ~~suc~~c~~ess~~or or replacem~~ent~~ agency or authority) ~~and~~ ~~any~~ delegated regulations of the Eur~~ope~~an Comm~~ission;~~ and (ii) to the extent in~~for~~m~~ing~~ ~~the~~ interpretat~~ion~~ of Article ~~405~~ of ~~the~~ ~~CRR~~, the g~~uide~~lines and rela~~ted~~ ~~docu~~ments prev~~iou~~sly ~~pub~~l~~ished~~ in rela~~tion~~ to ~~the~~ ~~pre~~ceding ~~Eur~~o~~pean~~ Union risk retent~~ion~~ legislation by ~~the~~ ~~Eur~~o~~pean~~ Bank~~ing~~ A~~uthor~~ity ~~(an~~d~~/or~~ its ~~pred~~ecessor, the Comm~~itt~~ee of Eu~~rop~~ean Bank~~ing~~ ~~Super~~visors); ~~and~~ (b) in relation to ~~the~~ foreg~~oin~~g, ~~any~~ im~~ple~~ment~~ing~~ ~~laws~~ or regula~~tio~~ns in fo~~rce~~ in ~~any~~ Mem~~ber~~ ~~Sta~~te of the ~~Eur~~o~~pean~~ U~~nion~~.Right-to-Use Agreement” shall mean with respect to a Right-to-Use Loan, collectively (A) the various instruments, including a Resort’s articles of association, a Resort’s timeshare plan, a Resort’s disclosure statement used in selling Units, any share purchase agreement with an Obligor associated with such Right-to-Use Loan, that among other things: (i) in consideration of the payment of a purchase price, including payment of the related Obligor Note, grants

and conveys to the Obligor shares in the related Resort Association, which in turn grants the Obligor the license or right-to-use and occupy one or more Units in a Resort, (ii) imposes certain obligations on the Obligor regarding payment of the related Obligor Note, the Obligor’s use or occupancy of one or more Units and the payment of a maintenance fee to the management company, and (iii) grants the holder thereof certain rights, including the rights to payment of the related Obligor Note, and, in the circumstances provided therein, to foreclose on the related Right-to-Use Interest, to reacquire any shares of the Resort’s association, and thereafter to resell the Right-to-Use Interest to another Person, (B) the related Vacation Interest, and (C) the related Purchase Contract.

“Right-to-Use Interest” means a timeshare interest, other than a timeshare fee simple interest in real estate, regarding one or more Units in one or more Resorts, however denominated or defined in the applicable Right-to-Use Agreement or other relevant document or instrument pursuant to which such timeshare interest is created, together with all rights, benefits, privileges and interests appurtenant thereto, including the right to use and occupy one or more Units within one or more Resorts and the common areas and common furnishings appurtenant to such Unit or Units for a specified period of time, on an annual or a biennial basis, as more specifically described in the related Right-to-Use Agreement. A Right-to-Use Interest shall include any Points Based Timeshare Interest.

“Right-to-Use Loan” shall mean a Timeshare Loan that is secured by a Right-to-Use Interest.

“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors.

“Sale and Contribution Agreement” means that certain Sale and Contribution Agreement dated as of the Closing Date, by and between the Seller and the Borrower.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxxxxxxx, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at xxxx://xxx.xxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxx, or as otherwise published from time to time, or (ii)(a) an agency of the government of a Sanctioned Country, (b) an organization controlled by a Sanctioned Country or (c) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Secured Parties” means, collectively, the Lenders, each Managing Agent, the Administrative Agent, the Custodian, the Backup Servicer, each Hedge Counterparty, the Paying Agent and each other Indemnified Party.

“Securities Intermediary” has the meaning set forth in Section 2.16(b).

“Securitization” means any asset securitization, secured loan or similar financing transaction undertaken by the Borrower or a Special Purpose Affiliate that is secured, directly or indirectly, by, or involving, all or a portion of the Collateral transferred by Borrower in connection with such financing transaction.

“Securitized Portfolio” shall mean, as of any date, all timeshare loans (i) originated by the Servicer or an Affiliate thereof, (ii) financed by any special purpose entity and (iii) which are serviced by the Servicer (including the timeshare loans in all term issuances, all warehouse facilities and other term securitization facilities that are outstanding as of such date).

“Securitized Portfolio Default Level” shall mean, for any Collection Period, the quotient (expressed as a percentage) of (i)(A) the sum of the Timeshare Loan Balances of all Timeshare Loans in the Securitized Portfolio that became Defaulted Timeshare Loans during such Collection Period (other than Defaulted Timeshare Loans for which the related seller has exercised its option, if any, to repurchase or substitute pursuant to the related transaction documents) minus (B) any remarketing proceeds received during such Collection Period in respect of any Defaulted Timeshare Loans for which the related seller did not exercise its option to repurchase or substitute, divided by (ii) the aggregate Timeshare Loan Balance of all Timeshare Loans in the Securitized Portfolio on the last day of such Collection Period.

“Securitized Portfolio Delinquency Level” shall mean, for any Collection Period, the quotient (expressed as a percentage) of the sum of all Timeshare Loan Balances of all Timeshare Loans (exclusive of Timeshare Loans that became Defaulted Timeshare Loans on or before the last day of such Collection Period) included in the Securitized Portfolio that are 61 days or more delinquent on the last day of such Collection Period divided by the aggregate Timeshare Loan Balance of all Timeshare Loans in the Securitized Portfolio on the last day of such Collection Period.

“Securitized Portfolio Three Month Rolling Average Default Percentage” shall mean for any Distribution Date, the average of the Securitized Portfolio Default Levels for the immediately preceding three Collection Periods.

“Securitized Portfolio Three Month Rolling Average Delinquency Percentage” shall mean for any Distribution Date, the average of the Securitized Portfolio Delinquency Levels for the immediately preceding three Collection Periods.

“Seller” means Hilton Resorts Corporation, a Delaware corporation and its successors and permitted assigns.

“Seller Affiliated Manager” means any wholly-owned Subsidiary of the Seller that manages a Resort or Resort Association.

“Seller Credit Agreement” means the revolving credit agreement entered into by a Subsidiary of HGVI and a syndicate of lenders, including one or more Committed Lenders, and guaranteed by HGVI and/or the Seller, in connection with the Spin-Off Transaction, pursuant to which the lenders party thereto commit to make revolving loans to such Subsidiary, as in effect on the date on which such revolving credit agreement first becomes effective and without giving effect to any amendment, restatement, supplement or other modification thereto or any replacement thereof after such date.

“Seller Credit Agreement Effective Date” means the date on which the Seller Credit Agreement becomes effective in accordance with its terms.

“Seller Financial Covenants” means the requirement that the Seller maintain, as of the last day of each Fiscal Quarter:

(a) prior to the Spin-Off Effective Date, at any time that the Seller is not providing a Guarantee of all or any portion of the Indebtedness of Holdings or its Subsidiaries, a Leverage Ratio not to exceed 5.0 to 1.00;

(b) an Interest Coverage Ratio of at least 3.0 to 1.00; and

provided, however that, on and after the Seller Credit Agreement Effective Date, the Seller Financial Covenants shall mean the requirement that the Seller comply, as of the last day of each Fiscal Quarter, with each financial maintenance covenant contained in the Seller Credit Agreement that is expressed in terms of (i) a minimum or maximum amount in or derived from HGVI’s or the Seller’s financial statements, (ii) a minimum or maximum ratio between any such amounts described in clause (i) above or (iii) any other financial or finance related test as the same may relate to the assets, liabilities, revenue or expenses of HGVI and/or the Seller.

“Servicer” means, at any time, the Person then authorized pursuant to the Servicing Agreement in such capacity. As of the date hereof, GVS is the Servicer.

“Servicer Termination Event” has the meaning set forth in Section 6.1 of the Servicing Agreement.

“Servicing Agreement” means that certain Servicing Agreement, dated as of the Closing Date, among the Borrower, the Servicer, the Backup Servicer and the Administrative Agent.

“Servicing Fee” means a fee with respect to each Collection Period, payable in arrears on the Distribution Date immediately following the end of such Collection Period for the account of the Servicer, in an amount equal to the product of (i) the aggregate Timeshare Loan Balance of the Pledged Timeshare Loans as of the last day of such Collection Period, (ii) one-twelfth and (iii) the applicable Servicing Fee Rate.

“Servicing Fee Rate” means (i) at all times that GVS is the Servicer, 1.00% or (ii) at any other time, the percentage agreed to by the applicable successor Servicer, the Borrower and the Administrative Agent.

“Servicing Officer” means those officers of the Servicer involved in, or responsible for, the administration and servicing of the Pledged Timeshare Loans, as identified on the list of servicing officers furnished by the Servicer to the Administrative Agent, the Backup Servicer and the Borrower from time to time.

“Servicing Standard” has the meaning set forth in Section 2.1 of the Servicing Agreement.

“Servicing Transfer” has the meaning specified in Section 6.1 of the Servicing Agreement.

“Servicing Transfer Date” the date servicing will transfer to the Backup Servicer, which shall be a date no more than forty-five (45) calendar days after the date a Termination Notice is delivered in accordance with the terms of the Servicing Agreement.

“Special Purpose Affiliate” means any entity that is a Subsidiary of the Seller, that was created for the purpose of one or more Securitizations, the purposes of which are limited to acquisition and ownership of timeshare loans and related activities and that is intended to be treated as a separate and distinct entity from the Seller.

“Specified Documents” means, with respect to any Timeshare Loan File, each document listed in the definition of “Timeshare Loan File”.

“Spin-Off Effective Date” means the date on which the Spin-Off Transaction is consummated.

“Spin-Off Transaction” means, collectively, the transactions which upon consummation thereof will result in (a) HGVI holding, directly or indirectly, all or substantially all of Holdings’ timeshare

business, (b) the Seller being a wholly-owned Subsidiary of HGVI and (c) the stockholders of Holdings holding all of the shares of common stock of HGVI.

“Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“Substitution Shortfall Amount” means, for any Pledged Timeshare Loan being substituted for by a Qualified Substitute Timeshare Loan being transferred to the Borrower by the Seller in accordance with Section 2.7(b) or Section 2.7(c) of the Sale and Contribution Agreement, an amount equal to the excess of (i) the Timeshare Loan Balance of such Pledged Timeshare Loan over (ii) the Timeshare Loan Balance of such Qualified Substitute Timeshare Loan, in each case, on the related Transfer Date; provided, however, that, if one or more Pledged Timeshare Loans are being substituted for one or more Qualified Substitute Timeshare Loans being transferred to the Borrower by the Seller pursuant to Section 2.7 of the Sale and Contribution Agreement on a Substitution Date, the Substitution Shortfall Amount for such Timeshare Loans shall be the amount, if any, by which (i) the aggregate Timeshare Loan Balances of such Pledged Timeshare Loans exceeds (ii) the aggregate Timeshare Loan Balances of such Qualified Substitute Timeshare Loans, in each case, as of the last day of the Collection Period immediately preceding such Substitution Date.

“Successor Servicer” has the meaning set forth in Section 5.1(e) of the Servicing Agreement.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authorit

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OMNIBUS AMENDMENT NO. 11 TO

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