0001193125-15-260792 Sample Contracts

FIRST AMENDMENT
Credit Agreement • July 23rd, 2015 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 10, 2014, among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-syndication agents (collectively, in such capacity, the “Syndication Agents”), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-documentation agents (collectively, in such capacity, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

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INDENTURE SUPPLEMENT
Indenture Supplement • July 23rd, 2015 • MARRIOTT VACATIONS WORLDWIDE Corp • Real estate agents & managers (for others) • New York

This INDENTURE SUPPLEMENT, dated June 24, 2015 (this “Supplement”), by and among Marriott Vacations Worldwide Owner Trust 2011-1, as issuer (the “Issuer”), Marriott Ownership Resorts, Inc. (“MORI”), as servicer (the “Servicer”), Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) and as back-up servicer (the “Back-Up Servicer”), Deutsche Bank AG, New York Branch, as administrative agent, and the Conduits, Alternate Purchasers, Funding Agents and Non-Conduit Committed Purchasers signatory hereto (collectively, the “Transaction Parties”).

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