Amended and Restated Commitment Letter, dated as of March 25, 2021, by and among Hilton Grand Vacations Borrower LLC, Bank of America, N.A, BofA Securities, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG Cayman Islands Branch, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, MUFG Bank, Ltd, Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Citizens Bank,N.A., Fifth Third Bank, National Association, Regions Bank, Regions Capital Markets and Mizuho Bank, Ltd

Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Company”).

Deutsche Bank AG Cayman Islands Branch will act as sole administrative agent (in such capacities, the “Agent”) for a syndicate of banks, financial institutions, investors and other lenders (together with the Initial Lenders, the “Lenders”), and will perform the duties customarily associated with such roles.

Each of Deutsche Bank Securities Inc., BofA Securities, Inc., Barclays Bank PLC, Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and MUFG Bank, Ltd. will act as a bookrunner for the Senior Unsecured Bridge Facility (as defined below), and will perform the duties customarily associated with such roles.

Each of the Co-Managers Banks will act as a co-manager for the Senior Unsecured Bridge Facility and will perform the duties customarily associated with such roles.

$675,000,000 in aggregate principal amount of senior unsecured increasing rate bridge loans (the “Senior Unsecured Bridge Loans”), less the amount of gross cash proceeds from any sale of the Senior Unsecured Notes actually received by the Company on or prior to the Closing Date.

The proceeds of the Senior Unsecured Bridge Loans will be used by the Company on the Closing Date to consummate the Acquisition and the Refinancing and for the payment of fees, costs and expenses in connection with the Transactions.

The full amount of the Senior Unsecured Bridge Loans must be drawn in a single drawing on the Closing Date. Amounts borrowed under the Senior Unsecured Bridge Facility and repaid may not be reborrowed.

The Senior Unsecured Bridge Loans will constitute senior unsecured indebtedness of the Company.

On the first anniversary of the Closing Date (the “Conversion Date”), any Senior Unsecured Bridge Loan that has not been previously repaid in full will be automatically converted into a senior unsecured term loan (each a “Senior Unsecured Term Loan”) due on the date that is eight

years after the Closing Date (the “Senior Unsecured Maturity Date”), subject to the Conditions Precedent to Conversion set forth in Annex B-I hereto. At any time on or after the Conversion Date, at the option of the applicable Lender, such Senior Unsecured Term Loans may be exchanged in whole or in part for senior unsecured exchange notes (the “Senior Unsecured Exchange Notes”) having an equal principal amount and having the terms set forth in Annex B-II to this Exhibit B; provided, however, that the Company may defer the first issuance of Senior Unsecured Exchange Notes until such time as the Company shall have received requests to issue an aggregate of at least $150,000,000 in principal amount of Senior Unsecured Exchange Notes.

The Senior Unsecured Term Loans will be governed by the provisions of the Operative Documents and will have the same terms as the Senior Unsecured Bridge Loans except as expressly set forth in Annex B-I hereto. The Senior Unsecured Exchange Notes will be issued pursuant to an indenture that will have the terms set forth on Annex B-II hereto.

All obligations of the Company under the Senior Unsecured Bridge Facility will be unconditionally guaranteed on a joint and several basis (the “Guarantees”) by (a) the entities that are guarantors under the Existing Credit Agreement and (b) the Target and its subsidiaries that would be required to be guarantors under the Existing Credit Agreement (collectively, the “Guarantors”).

None.

The commitments in respect of the Senior Unsecured Bridge Facility shall be automatically reduced by, and the Senior Unsecured Bridge Loans shall be prepaid at par with, (a) 100% of the net cash proceeds of all non-ordinary course asset sales and other dispositions of property by the Company and its restricted subsidiaries (including proceeds from the sale of equity securities of any restricted subsidiary and insurance and condemnation proceeds) (subject to any requirement for prepayment of the Company’s existing indebtedness, the Term Facility (to which such net cash proceeds shall be first applied to prepay the loans thereunder before being applied to reduce the Senior Unsecured Bridge Facility) and other exceptions or baskets and reinvestment provisions to be agreed upon in accordance with the Bridge Documentation Principles, and, in the case of reinvestment rights, to be required to be reinvested within 12 months, or 18 months with a binding commitment to reinvest within 12 months, after receipt of such proceeds), (b) 100% of the net cash proceeds of issuances, offerings or placements of debt for borrowed money (including the Senior Unsecured Notes and other refinancing debt in respect of the Senior Unsecured Bridge Facility) of the Company and its restricted subsidiaries (subject to exceptions for (i) borrowings under the Existing Credit Agreement and any amendment, refinancing, restatement and/or replacement thereof that in each case does not increase the aggregate revolving commitments thereunder (other than by the amount of accrued and unpaid interest on the indebtedness being refinanced and the amount of any costs, fees and expenses incurred in connection

therewith), (ii) any intercompany debt of the Company and its subsidiaries, (iii) any warehouse facilities or asset-backed securitizations, (iv) any debt incurred under the Facilities, (v) any debt of the Company or any of its subsidiaries incurred in the ordinary course, including without limitation, purchase money indebtedness, equipment financings, deferred purchase price obligations, short term debt for working capital, capital leases, letter of credit facilities and overdraft facilities and/or (vi) debt of the Target and its subsidiaries contemplated under the Acquisition Agreement); provided that in the event any Lender or affiliate of a Lender purchases debt securities from the Company pursuant to a securities demand at a price above the level at which such Lender or affiliate has reasonably determined such debt securities can be resold by such Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Company thereof) the net cash proceeds received by the Company in respect of such debt security may, at the option of such Lender or affiliate, be applied first to prepay the Senior Unsecured Bridge Loans of such Lender or affiliate prior to being applied to prepay the Senior Unsecured Bridge Loans held by other Lenders and (c) 100% of the net cash proceeds received from the issuance of equity by, or equity contributions to, the Company or any of its subsidiaries (subject to exceptions for (i) equity-based employee compensation plans, including employee stock option plans, equity issued by a subsidiary of the Company to the Company or any other subsidiary, (ii) equity issuances contemplated under the Acquisition Agreement, (iii) equity securities issued as consideration in any acquisition or as directors’ qualifying shares and/or (iv) other nominal amounts required to be held by persons and other customary exceptions to be agreed), which net cash proceeds shall be applied to reduce the commitments under and prepay the Senior Unsecured Bridge Facility.

Voluntary prepayments of borrowings under the Senior Unsecured Bridge Facility may be made at any time, on three business days’ notice in the case of a prepayment of LIBOR loans or one business day’s notice in the case of a prepayment of Base Rate loans, without premium or penalty in minimum principal amounts to be agreed; provided that voluntary prepayments of LIBOR loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs.

Interest for the first three month period commencing on the Closing Date shall be payable at Adjusted LIBOR plus 450 basis points (the “Spread”). At the end of the three-month period commencing on the Closing Date, and at the end of each three-month period thereafter, the Spread for the immediately succeeding three-month period shall increase by an additional 50 basis points. Interest shall be payable quarterly in arrears. Notwithstanding anything to the contrary set forth above, at no time shall the per annum interest rate on the Senior Unsecured Bridge Loans, the Senior Unsecured Term Loans (as defined below) or the Senior Unsecured Exchange Notes (as defined below) exceed the Total Senior Unsecured Cap (as defined in the Fee Letter), subject to the Default Interest below. As used herein, “Adjusted LIBOR” means the London

interbank offered rate (“LIBOR”) for U.S. dollars (adjusted for statutory reserve requirements) as determined by the Agent for the respective interest period selected by the Company (subject to a floor of zero ).

The Operative Documents will include LIBOR modifications to reflect LIBOR replacement provisions consistent with the ARRC “hardwired” approach (with such modifications as agreed between the Company and the Administrative Agent), with a floor of zero.

Overdue principal, interest and other amounts shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any loan, 2.00% plus the rate otherwise applicable to such loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate loans. Such interest shall be payable on demand.

The funding of the Senior Unsecured Bridge Loans on the Closing Date shall be subject to only those conditions precedent that are Exclusive Funding Conditions.

The Operative Documents with respect to the Senior Unsecured Bridge Facility will include a single credit agreement providing for the Senior Unsecured Bridge Facility and shall be negotiated in good faith, giving effect to the Limited Conditionality Provision, and shall be consistent with the terms herein, the Commitment Letter, the Fee Letter and, except as otherwise provided herein or in the Commitment Letter or the Fee Letter, substantially identical to that certain Indenture, dated as of October 24, 2016, among the Company, as issuer, the co-issuer party thereto and Wilmington Trust, National Association, as trustee (as amended or supplemented to the date hereof, the “Existing Indenture”), with additions, deletions, modifications and other changes as the Company and the Global Coordinators reasonably determine to be necessary or advisable, including, among other things, (i) to give effect to the Transactions and other transactions contemplated hereby, (ii) to provide for and give effect to the Guarantees and to reflect the unsecured nature of the Senior Unsecured Bridge Facility, (iii) to reflect changes in law (including customary QFC and EU and UK bail-in provisions and provisions to address LLC divisions under Delaware law) or accounting standards or cure mistakes or defects, (iv) to reflect reasonable administrative, agency and operational requirements of the Agent, (v) give due regard to the operational requirements of the Company and its subsidiaries in light of its size, structure, industry, business and proposed business plan and operations and (vi) to reflect covenants and financial definitions that are no less favorable to the Company and its subsidiaries than the Existing Credit Agreement (except as otherwise set forth in this Commitment Letter), and in any event, will contain only those conditions to borrowing, prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit B (the “Bridge Documentation Principles”).

Notwithstanding the foregoing, all obligations of the Company and its restricted subsidiaries that are or would have been treated as operating

leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Operative Documents.

Limited to the following (applicable to the Company and its restricted subsidiaries): organization and powers; authorization and enforceability; governmental approvals and no conflicts (including no creation of liens); accuracy of financial statements; no material adverse change (after the Closing Date); ownership of properties and possession under leases; absence of any actual or threatened actions, suits or proceedings; compliance with environmental laws; compliance with labor matters; compliance with law; compliance with anti-terrorism and money laundering laws and regulations and laws applicable to sanctioned persons, Office of Foreign Assets Protection Act (“OFAC”), the Foreign Corrupt Practices Act (“FCPA”) and other applicable anti-corruption laws and regulations; inapplicability of the Investment Company Act of 1940; margin regulations; payment of taxes; compliance with ERISA; accuracy of disclosed information; subsidiaries; intellectual property; licenses; subordination of junior financing; solvency of the Company and its restricted subsidiaries on a consolidated basis, in each case subject to customary materiality thresholds, baskets, qualifications and exceptions substantially consistent with the Bridge Documentation Principles.

Limited to the following (applicable to the Company and its restricted subsidiaries): delivery of audited annual consolidated financial statements for the Company, unaudited quarterly consolidated financial statements for the Company (for the first three fiscal quarters of each fiscal year) and other financial information and other information; delivery of notices of default, litigation, material adverse effect; maintenance of organizational existence and rights; payment and performance of obligations; maintenance of properties in good working order; maintenance of customary insurance; maintenance and inspection of books and properties; compliance with laws; compliance with environmental laws; designation of subsidiaries; additional guarantors; further assurances; and commercially reasonable efforts to maintain ratings (but not a specific rating), in each case subject to thresholds, baskets, qualifications and exceptions substantially consistent with the Bridge Documentation Principles.

None.

Usual for facilities and transactions of this type and limited to the following: nonpayment of principal, interest or other amounts; inaccuracy of representations and warranties in any material respect; violation of covenants; cross acceleration and cross payment default to material indebtedness; voluntary and involuntary bankruptcy or insolvency proceedings; inability to pay debts as they become due; material monetary judgments; ERISA events that would result in a material adverse effect; actual or asserted invalidity of Operative Documents (including Guarantees); invalidity of senior debt status or subordination provisions; and Change in Control (as defined in the Existing Indenture), in each case with customary grace periods, materiality thresholds, qualifications and exceptions substantially consistent with the Bridge Documentation Principles.

In case an event of default shall occur and be continuing, the holders of at least a majority in aggregate principal amount of the Senior Unsecured Bridge Loans then outstanding, by notice in writing to the Company, may declare the principal of, and all accrued interest on, all Senior Unsecured Bridge Loans to be due and payable immediately. If a bankruptcy event of the Company occurs, the principal of and accrued interest on the Senior Unsecured Bridge Loans will be immediately due and payable without any notice, declaration or other act on the part of the holders of the Senior Unsecured Bridge Loans. An acceleration notice may be annulled and past defaults (except for monetary defaults not yet cured) may be waived by the holders of a majority in aggregate principal amount of the Senior Unsecured Bridge Loans.

Amendments and waivers of the Operative Documents will require the acknowledgement by the Agent and the approval of Lenders holding more than 50% of the aggregate amount of the Senior Unsecured Bridge Loans, except that (a) the consent of each Lender adversely affected thereby shall be required with respect to, among other things, (i) extension, increases or non-pro rata reductions in commitments, (ii) reductions or forgiveness of principal or interest or any other amounts, (iii) extensions of final maturity (except as provided under the caption “Conversion and Maturity” above) or postponement of any payment dates, (iv) modifications to any of the voting percentages and (v) modifications of the length of interest period and (b) the consent of 100% of the Lenders shall be required with respect to (i) releases of all or substantially all of the value of the Guarantees (other than in connection with any release of the relevant Guarantees permitted by the Operative Documents) and (ii) additional restrictions on the right to exchange Senior Unsecured Term Loans for Senior Unsecured Exchange Notes or any amendment of the rate of such exchange.

Usual for facilities and transactions of this type, including customary tax gross-up provisions.

After execution of the Operative Documents, each Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Senior Unsecured Bridge Facility. Such assignments will require payment of an administrative fee to the Agent and the consent of the Agent and, prior to the occurrence of a payment or bankruptcy event of default with respect to the Company or the occurrence of a Demand Failure Event (as defined in the Fee Letter), the Company (such consent not to be unreasonably withheld or delayed) if, after giving effect thereto, the Arrangers and their affiliates would hold, in the aggregate, less than 50.1% of the aggregate amount of the commitments and outstanding loans under the Senior Unsecured Bridge Facility; provided that no consent of the Agent or the Company shall be required for an assignment to an existing Lender or an affiliate or approved fund of an existing Lender. In addition, each Lender may sell participations in all or a portion of its loans and commitments under the Senior Unsecured Bridge Facility without restriction; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Lender to exercise voting rights in respect of the Senior Unsecured Bridge Facility (except as to certain customary matters).

Usual for facilities and transactions of this type giving due regard to the Bridge Documentation Principles.

New York.

Davis Polk & Wardwell LLP.

The Senior Unsecured Term Loans will mature on the date that is eight years after the Closing Date.

The Senior Unsecured Term Loans will bear interest at an interest rate per annum equal to the Total Senior Unsecured Cap. Interest shall be payable on the last day of each fiscal quarter of the Company and on the Senior Unsecured Maturity Date, in each case payable in arrears and computed on the basis of a 360 day year.

Same as the Senior Unsecured Bridge Loans.

None.

Upon and after the Conversion Date, the covenants, mandatory offer to repurchase provisions, events of default and voting provisions that would be applicable to the Senior Unsecured Exchange Notes, if issued, will also be applicable to the Senior Unsecured Term Loans in lieu of the corresponding provisions of the Operative Documents; provided that the optional prepayment provisions applicable to the Senior Unsecured Bridge Loans shall remain applicable to the Senior Unsecured Term Loans and any offer to repurchase upon the occurrence of a Change of Control (as defined in a manner consistent with the Bridge Documentation Principles) will be made at 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase.

The conversion of the Senior Unsecured Bridge Loans into Senior Unsecured Term Loans on the Conversion Date is subject to no event of default in effect with respect to a payment or bankruptcy event of default of the Company.

The Company, in its capacity as the issuer of the Senior Unsecured Exchange Notes, is referred to as the “Issuer”.

The Senior Unsecured Exchange Notes will be issued under an indenture substantially identical to the Existing Indenture, with changes consistent with the Bridge Documentation Principles and giving effect to customary differences in documentation between the market for syndicated terms loans and the unsecured high yield bond market.

The Senior Unsecured Exchange Notes will mature on the date that is eight years after the Closing Date.

The Senior Unsecured Exchange Notes will bear interest at a fixed rate equal to the Total Senior Unsecured Cap.

Same as the Senior Unsecured Bridge Loans.

None.

Consistent with the Senior Unsecured Bridge Loans.

Unless a Demand Failure Event has occurred, in the case of Senior Unsecured Exchange Notes held by an Initial Lender under the Senior Unsecured Bridge Facility or any affiliate of any such Initial Lender (other than an Asset Management Affiliate (as defined below) or with respect to Senior Unsecured Exchange Notes acquired in ordinary course market making), the Issuer may redeem such Senior Unsecured Exchange Notes in whole or in part at par plus accrued and unpaid interest at any time after the issuance thereof. The redemption provisions of the Senior Unsecured Exchange Notes will provide for non-ratable voluntary redemptions of Senior Unsecured Exchange Notes held by any Initial Lender and its affiliates (other than Asset Management Affiliates or with respect to Senior Unsecured Exchange Notes acquired in ordinary course market making) at such prices for so long as such Senior Unsecured Exchange Notes are held by them; provided that such non-ratable voluntary

redemption shall, as between such Initial Lender and such affiliates, be made on a pro rata basis.

Except as set forth below, Senior Unsecured Exchange Notes held by any party that is not an Initial Lender under the Senior Unsecured Bridge Facility and is not affiliated with any such Initial Lender (other than bona fide investment funds and entities that manage assets on behalf of unaffiliated third parties (the “Asset Management Affiliates”) or in ordinary course market making), will be non-callable until the third anniversary of the Closing Date.

Prior to the third anniversary of the Closing Date, the Issuer may redeem such Senior Unsecured Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points.

Prior to the third anniversary of the Closing Date, the Issuer may redeem up to 40% of such Senior Unsecured Exchange Notes in an amount equal to the proceeds from an equity offering at a price equal to par plus the coupon on such Senior Unsecured Exchange Notes.

After the third anniversary of the Closing Date, Senior Unsecured Exchange Notes will be callable at par plus accrued interest plus a premium equal to 50% of the coupon on such Senior Unsecured Exchange Notes, which premium shall decline to 25% of the coupon on the fourth anniversary of the Closing Date and to zero on the fifth anniversary of the Closing Date.

Offer to Purchase from

Asset Sale Proceeds:

The Issuer will be required to make an offer to repurchase the Senior Unsecured Exchange Notes with the net cash proceeds from any non-ordinary course asset sales or dispositions by the Issuer or any restricted subsidiary in a manner customary for high yield debt securities to the extent any such proceeds are not otherwise applied or reinvested.

The Issuer will be required to make an offer to repurchase the Senior Unsecured Exchange Notes following the occurrence of a “change of control” (to be defined in a manner consistent with the Bridge Documentation Principles) at a price in cash equal to 101% (or, 100% in the case of Senior

Unsecured Exchange Notes held by a Commitment Party or its affiliates other than Asset Management Affiliates and Senior Unsecured Exchange Notes acquired pursuant to bona fide open-market purchases from third parties or market making activities) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase.

None (Rule 144A for life).

Consistent with the Bridge Documentation Principles. For the avoidance of doubt, there shall be no financial maintenance covenants.

Consistent with the Bridge Documentation Principles.

Borrower:

Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Company”).

Administrative Agent:

Bank of America, N.A. will act as administrative agent (in such capacities, the “Agent”) for a syndicate of banks, financial institutions, investors and other lenders, and will perform the duties customarily associated with such roles.

Bookrunners:

Each of BofA Securities, Inc., Deutsche Bank Securities Inc., Barclays Bank PLC, Credit Suisse Loan Funding LLC, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and MUFG Bank, Ltd. will act as a bookrunner for the Term Facility (as defined below), and will perform the duties customarily associated with such roles.

Co-Managers:

Each of the Co-Managers Banks will act as a co-manager for the Term Facility and will perform the duties customarily associated with such roles.

Term Facility:

The lenders will provide a senior secured term loan B facility in an aggregate principal amount of $1,300 million (the “Term Facility”; the loans incurred under the Term Facility, the “Term Loans”; and the lenders under the Term Facility, the “Lenders”).

The proceeds of the Term Loans will be used by the Company on the Closing Date to refinance the “Term Loans” outstanding under the Existing Credit Agreement and to consummate the Acquisition and the Refinancing and for the payment of fees, costs and expenses in connection with the Transactions (including to fund any original issue discount or any upfront fees); provided that the total amount outstanding under the Existing Credit Agreement as of the Closing Date after giving effect to the refinancing of the “Term Loans”

under the Existing Credit Agreement shall not exceed $350.0 million.

The Term Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed.

The loans under the Term Facility will constitute senior secured indebtedness of the Company.

The Term Facility will mature on the date that is seven years after the Closing Date and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% per annum of the original principal amount of the Term Facility, commencing with the first full fiscal quarter ending after the Closing Date, with the balance payable on the final maturity date; provided that the maturity date of the Term Facility will be the 91st day before September 1, 2024 if on such date more than $100 million of (x) 10.750% senior notes due 2024 are outstanding pursuant to that certain Indenture, dated as of August 31, 2016 by an among (Dakota Resorts International, Inc. (as successor in merger with Dakota Merger Sub, Inc.) as issuer and Wilmington Trust, National Association, as trustee or (y) any indebtedness incurred to refinance such senior notes is outstanding having a maturity date on or prior to September 1, 2024; provided further that the Operative Documents shall provide the right for individual Lenders to agree to extend the maturity date of their outstanding Term Loans upon the request of the Company and without the consent of any other Lender (it being understood that each Lender under the tranche that is being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such tranche).

Subject to the Limited Conditionality Provision, all obligations of the Company under the Term Facility will be unconditionally guaranteed on a joint and several basis (the “Guarantees”) by (a) the entities that are guarantors under the Existing Credit Agreement and (b) the Target and its subsidiaries that would be required to be guarantors under the Existing Credit Agreement (collectively, the “Guarantors”).

Subject to the Limited Conditionality Provision, consistent with the Existing Credit Agreement, all obligations of the Company and Guarantors under the Term Facility will be secured by substantially all assets of the Company and Guarantors, subject to the same exceptions and thresholds set forth in the Existing Credit Agreement.

Subject to the Term Facility Documentation Principles, substantially the same as set forth in the Existing Credit Agreement. The Operative Documents will permit the Company to (a) add one or more incremental term loan facilities and/or increase commitments under the Term Facility (each, an “Incremental Term Facility”) and (b) add one or more revolving credit facilities (any such revolving credit facility or increase, an “Incremental Revolving Facility”; the Incremental Revolving Facilities and the Incremental Term Facilities are collectively referred to as the “Incremental Facilities”); provided that (i) the Incremental Facilities when aggregated with other Indebtedness incurred in reliance on the Fixed Incremental Amount do not exceed in the aggregate the sum of (A) the greater of (x) $625 million and (y) 100% of Consolidated EBITDA (as defined in the Existing Credit Agreement) at the time of determination (this clause (A), the “Incremental Dollar Amount”) plus (B) all voluntary prepayments of the Term Facility and voluntary commitment reductions of the revolving facility under the Existing Credit Agreement made prior to such date of incurrence (except (I) any indebtedness incurred pursuant to clause (C) and (II) any prepayments financed with the incurrence of indebtedness) plus (C) additional amounts (including at any time prior to utilization of amounts set forth in clause (A) and (B) above) so long as the Consolidated First Lien Net Leverage Ratio (as defined in the Existing Credit Agreement, but assuming all commitments under any Incremental Revolving Facility are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Facilities and limited to netting of (i) all unrestricted cash and cash equivalents and (ii) VOI escrow deposits in an amount not to exceed $75 million) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, on a pro forma basis after giving effect to such Incremental Facility, does not exceed Applicable Consolidated First Lien Net Leverage Ratio Level (or if such Incremental Facilities are incurred in connection with a Permitted Acquisition or other similar investment not prohibited by the Operative Documents, no greater than the greater of (1) the Applicable Consolidated First Lien Net Leverage Ratio Level and (2) the Consolidated First Lien Net Leverage Ratio immediately prior to the consummation of such Permitted Acquisition), (the amounts under the Incremental Dollar Amount and the foregoing clause (B), the “Fixed Incremental Amount” and, the amounts under the foregoing clause (C), the “Ratio Incremental Amount”). “Applicable Consolidated First Lien Net Leverage Ratio Level” means 2.25:1.00. The Company may elect to use the Ratio Incremental Amount prior to the Fixed Incremental Amount or any combination thereof, and any portion of any

Incremental Facility incurred in reliance on the Fixed Incremental Amount shall be reclassified, as the Company may elect from time to time, as incurred under the Ratio Incremental Amount if the Company meets the applicable ratio for the Fixed Incremental Amount at such time on a pro forma basis, and if any applicable ratio for the Ratio Incremental Amount would be satisfied on a pro forma basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Facility, such reclassification shall be deemed to have automatically occurred whether or not elected by the Company. In the event the Fixed Incremental Amounts are intended to be utilized together with any Ratio Incremental Amount in a single transaction or series of related transactions, compliance with or satisfaction of any applicable financial ratios or tests for the portion of such indebtedness or other applicable transaction or action to be incurred under the Ratio Incremental Amount shall first be calculated without giving effect to amounts being utilized pursuant to the Fixed Incremental Amount, but giving full pro forma effect to all applicable and related transactions (including, any incurrence and repayments of indebtedness) and all other permitted pro forma adjustments and thereafter, incurrence of the portion of such indebtedness or other applicable transaction or action to be incurred under the Fixed Incremental Amount shall be calculated. Additionally, any Fixed Incremental Amount previously incurred shall be reclassified as having been incurred under the Ratio Incremental Amount if such Ratio Incremental Amount would be satisfied in any subsequent fiscal quarter and such reclassification shall be deemed to have automatically occurred whether or not elected by the Company,

(ii) no Lender will be required to participate in any such Incremental Facility,

(iii) the Incremental Facilities will rank pari passu in right of payment and security with the other Term Facility,

(iv) the Incremental Term Facilities will have a final maturity no earlier than the final maturity of the Term Loans,

(v) the weighted average life to maturity of any Incremental Term Facility shall be no shorter than that of the Term Loans,

(vi) subject to clause (v) above, the amortization schedule applicable to any Incremental Term Facility shall be determined by the Company and the lenders thereunder and the Incremental Revolving Facility shall not have amortization,

(vii) no event of default shall have occurred and be continuing or would result therefrom (except in connection with a

Permitted Acquisition, where such condition shall be no payment or bankruptcy event of default),

(viii) the all-in yield (whether in the form of interest rate margins, original issue discount or upfront fees, but excluding arrangement fees, structuring fees, commitment fees, underwriting fees and similar fees (regardless of whether paid in whole or in part to any or all lenders)) applicable to any Incremental Facility will be determined by the Company and the Lenders providing such Incremental Facility; provided, that with respect to any Incremental Term Facility established on or prior to the date that is six (6) months after the Closing Date that is (v) denominated in the same currency as the initial Term Facility, (w) secured by the Collateral on a pari passu basis with the initial Term Facility, (x) incurred pursuant to the Ratio Incremental Amount, (y) incurred other than for purposes of consummating a Permitted Acquisition or other similar transaction and (z) maturing earlier than the first anniversary of the maturity date with respect to the initial Term Facility denominated in the same currency, the all-in yield will not be more than 0.75% higher than the corresponding all-in yield for the initial Term Facility unless the interest rate margins with respect to the initial Term Facility are increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Facility and the corresponding all-in yield on the initial Term Facility, minus 0.75%; provided, further, that customary bridge facilities and/or customary term A loans shall not be subject to the requirements of this clause (viii) (this clause (viii), the “MFN Provision”);

(ix) (A) any Incremental Revolving Facility will provide for the ability to permanently repay and terminate incremental revolving commitments on a pro rata basis, except that the Company shall be permitted to permanently repay and terminate commitments of any class of revolving commitments on a better than pro rata basis as compared to any other class of revolving commitments with a later maturity date than such class and (B) any Incremental Term Facility may provide for the ability to participate on a pro rata basis or non-pro rata basis in any voluntary prepayments of the incremental term loans (but, with respect to mandatory prepayments, on not better than a pro rata basis); and

(x) except as otherwise required or permitted in clauses (i) through (ix) above, all other terms of such Incremental Facility, if not consistent with the terms of the existing Term Facility shall be reasonably satisfactory to the Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Facility, no consent shall be required from the Agent or any of the

Lenders to the extent that such financial maintenance covenant is added for the benefit of any corresponding existing facility).

The Company may seek commitments in respect of the Incremental Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders (in the case of such additional banks, financial institutions and other institutional lenders, subject to the consent of the Agent (not to be unreasonably withheld or delayed) if such consent is required under “Assignments and Participations”) who will become Lenders in connection therewith. No Lender shall be under any obligation to provide any portion of any requested Incremental Facilities.

Subject to the Term Facility Documentation Principles, substantially the same as set forth in the Existing Credit Agreement. The Company will be permitted to refinance loans under the Term Facility or commitments under any revolving credit facility from time to time, in whole or in part, with one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under the Operative Documents with the consent of the Company, the Agent and the lenders providing such Refinancing Term Facility or Refinancing Revolving Facility or in the case of debt refinancing a Term Facility, with one or more additional series of senior unsecured or senior subordinated notes or loans or senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Term Facility being refinanced or junior lien secured notes or loans that will be secured on a subordinated basis to the Term Facility (any such notes or loans, “Refinancing Notes” and, together with the Refinancing Facilities, the “Refinancing Debt”); provided that (i) any Refinancing Term Facility or Refinancing Notes do not mature prior to the maturity date of, or have a shorter weighted average life to maturity than, loans under the applicable Term Facility being refinanced, (ii) any Refinancing Revolving Facility does not mature prior to the maturity date of the revolving commitments being refinanced, (iii) the other terms and conditions of such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes (excluding pricing, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders providing such Refinancing Term Facility, Refinancing Revolving Facility or Refinancing Notes, as applicable, than, those applicable to the applicable

Term Facility or revolving commitments being refinanced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the applicable Term Facility and revolving credit commitments existing at the time of such refinancing) and (iv) any secured Refinancing Debt shall be subject to an intercreditor agreement on terms reasonably acceptable to the Agent.

In the case of the incurrence or assumption of any indebtedness or liens or the making of any investments, restricted payments or fundamental changes, the repayment of any indebtedness for which an irrevocable notice of prepayment or redemption is required or the designation of any restricted subsidiaries or unrestricted subsidiaries, in each case, in connection with a permitted acquisition or similar permitted investment the consummation of which is not conditioned on the availability of, or obtaining, third party financing (a “Limited Condition Transaction”), at the Company’s option, the relevant ratios and baskets shall be determined as of the date either (a) the definitive acquisition agreements for such Limited Condition Transaction are entered into or prepayment or redemption notices are made, as applicable (and not at the time of consummation of such Limited Condition Transaction), or (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (a “Public Offer”) in respect of a target of a Limited Condition Transaction and, in each case, calculated as if the Limited Condition Transaction and other pro forma events in connection therewith were consummated on such date; provided, that if the Company has made such an election, in connection with determining whether the calculation of any ratio or basket with respect to the incurrence of any debt or liens, or the making of any investments, restricted payments, prepayments of subordinated debt, asset sales, fundamental changes or the designation of a restricted subsidiary or unrestricted subsidiary, in each case, in connection with such Limited Condition Transaction is permitted on or following such date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or notice for, or, as applicable, the Public Offer for, such acquisition is terminated or expires without the consummation of such acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated as if they

occurred at the beginning of the applicable test period. For the avoidance of doubt, if any of such ratios are exceeded as a result of fluctuations in such ratio including due to fluctuations in Consolidated EBITDA of the Company or the person subject to such acquisition or investment, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided, that if such ratios improve as a result of such fluctuations, such improved ratios may be utilized.

In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision which requires that no default, event of default or specified event of default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no default, event of default or specified event of default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into or applicable notices are made, as applicable.

As set forth on Annex C-I hereto.

Subject to the Term Facility Documentation Principles, substantially the same as set forth in the Existing Credit Agreement. Any principal or interest payable under or in respect of the Term Facility not paid when due shall bear interest at the applicable interest rate plus 2% per annum. Other overdue amounts shall bear interest at the interest rate applicable to ABR loans plus 2% per annum.

Loans under the Term Facility shall be prepaid with (a) 50% of Excess Cash Flow (to be defined in a manner to be mutually agreed) for each fiscal year of the Company (commencing with the first full fiscal year completed after the Closing Date) with step-downs to 25% if the Consolidated First Lien Net Leverage Ratio is equal to or less than 0.50 to 1.00 less than the Consolidated First Lien Net Leverage Ratio as of the Closing Date and 0% if the Consolidated First Lien Net Leverage Ratio is equal to or less than 1.00 to 1.00 less than the Consolidated First Lien Net Leverage Ratio as of the Closing Date (in each case, with the calculation of such Consolidated First Lien Net Leverage Ratio to be made after giving pro forma effect to any such prepayments of Excess Cash Flow and any prepayments, repurchases or redemptions of indebtedness made on or prior to the date such Excess Cash Flow payment is required to be made); provided, that (i) voluntary prepayments, repurchases or redemptions of the

loans under the Term Facility, any revolving facility under the Existing Credit Agreement, any Incremental Facilities, any Refinancing Debt, any incremental equivalent debt, or any other permitted debt (in the case of any revolving credit facilities, to the extent accompanied by a permanent reduction of the corresponding commitment), in each case, secured on a pari passu basis with the Term Facility (but, in each case, excluding prepayments, repurchases or redemptions to the extent funded with the proceeds of long-term funded indebtedness (other than revolving loans)), made during such fiscal year or after year-end and prior to the time such Excess Cash Flow prepayment is due will reduce the amount of Excess Cash Flow prepayments required for such fiscal year on a dollar-for-dollar basis and (ii) required Excess Cash Flow prepayments shall be reduced on a dollar-for-dollar basis, without duplication, for, among other things, cash used for capital expenditures, permitted investments, permitted acquisitions and certain restricted payments, in each case made (or committed to be made) during such fiscal year and, at the option of the Company, made after year-end and prior to the payment due date (it being understood that to the extent such prepayment, redemption, repurchase, capital expenditure, investment, acquisition or restricted payment is not actually made as committed in a subsequent period, such amount shall be added back in calculating the required Excess Cash Flow payments for such subsequent period); provided, further, that prepayments shall only be required under this clause (a) for any fiscal year if the prepayment amount required under clause (a) for such fiscal year is greater than $25 million (and then only amounts in excess of such amount shall be required to be prepaid), (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Company and its restricted subsidiaries (including casualty insurance and condemnation proceeds, but with exceptions for sales of inventory and other ordinary course dispositions, obsolete or worn-out property, property no longer useful in the business and other exceptions as set forth in the Existing Credit Agreement) and, subject to the right of the Company to reinvest if such proceeds are reinvested (or committed to be reinvested) within 12 months and, if so committed to reinvestment, reinvested no later than 180 days after the end of such 12-month period, and other exceptions as set forth in the Existing Credit Agreement and (c) 100% of the net cash proceeds of issuances of debt obligations of the Company and its restricted subsidiaries (except the net cash proceeds of any permitted debt other than Refinancing Debt).

Mandatory prepayments shall be applied pro rata among the remaining scheduled installments of principal of the Term Facility. Mandatory prepayments in clause (a) and (b) above

shall be subject to limitations to the extent required to be made from cash at non-U.S. restricted subsidiaries, the repatriation of which would result in material adverse tax consequences or would be prohibited or restricted by applicable law.

The Operative Documents will provide customary provisions pursuant to which any Lender may elect not to accept any mandatory prepayment described in clause (a) or (b) above, with such amount to be retained by the Company, with such amount to be retained by the Company and such amount may be applied to increase the cumulative “builder” or “growth” basket.

Voluntary reductions of the unutilized portion of the Term Facility commitments and prepayments of borrowings under any class, series or tranche will be permitted at any time (subject to customary notice requirements), in minimum principal amounts to be agreed, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs (other than lost profits) in the case of a prepayment of Adjusted LIBOR borrowings prior to the last day of the relevant interest period; provided, that if, prior to the date that is six-months after the Closing Date, (a) there shall occur any amendment, amendment and restatement or other modification of the definitive documentation for the initial Term Facility the primary purpose of which is to reduce the all-in yield then in effect for the initial Term Loans thereunder, (b) all or any portion of the initial Term Facility is voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement of debt obligations, or refinanced substantially concurrently with the incurrence of, or conversion of the loans thereunder into, new syndicated term loans of the same currency in a transaction the primary purpose of which is to lower the all-in yield below the all-in yield in effect for the term loans of such currency so prepaid, or (c) a Lender must assign its term loans under the initial Term Facility as a result of its failure to consent to an amendment, amendment and restatement or other modification of the initial Term Facility the primary purpose of which is to reduce the all-in yield then in effect for the term loans under the initial Term Facility (any of clause (a), (b) or (c), a “Repricing Transaction”), then in each case the aggregate principal amount so subject to such Repricing Transaction (other than any Repricing Transaction made in connection with a Change of Control (as defined in the Existing Credit Agreement) or Transformative Acquisition (as defined below)) will be subject to a 1.00% prepayment premium.

“Transformative Acquisition” shall mean any acquisition or investment by the Company or any restricted subsidiary that

either (a) is not permitted by the terms of the Operative Documents immediately prior to the consummation of such acquisition or investment or (b) if permitted by the terms of the Operative Documents immediately prior to the consummation of such acquisition or investment, would not provide the Company and its subsidiaries with adequate flexibility under the Operative Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Company acting in good faith.

All voluntary prepayments (other than from the proceeds of Refinancing Debt which shall be applied solely to prepay the debt being refinanced) shall be applied as directed by the Company (and in the absence of such direction, in direct order of maturity), which may be applied to any specific class or classes, tranche or tranches or facility or facilities as selected by the Company; provided, that such prepayments shall be made on a pro rata basis within such class, tranche or facility.

Subject to the Term Facility Documentation Principles, substantially the same as set forth in the Existing Credit Agreement and limited to the following (to be applicable to the Company and its restricted subsidiaries and with respect to certain customary representations and warranties, Holdings): organization; existence, qualification and power; compliance with laws; authorization; no contravention (including third party consents); governmental authorization; binding effect of the Operative Documents; financial statements; no material adverse effect; litigation; labor matters; ownership of property; environmental matters; taxes; ERISA compliance; subsidiaries; margin regulations; Investment Company Act; disclosure and accuracy of information; intellectual property; projections; creation, validity and perfection of security interests in the Collateral (subject to permitted liens); status as senior debt (if applicable); no material undisclosed liabilities; PATRIOT ACT, FCPA, OFAC and other anti-terrorism laws; and solvency on a consolidated basis as of the Closing Date.

The funding of the Term Loans on the Closing Date shall be subject to only those conditions precedent that are Exclusive Funding Conditions.

Subject to the Term Facility Documentation Principles and the Limited Conditionality Provision (with respect to borrowings under any Incremental Facility), substantially the same as set forth in the Existing Credit Facilities, including

delivery of notice, accuracy of representations and warranties in all material respects and absence of defaults.

The Operative Documents with respect to the Term Facility will include a single credit agreement providing for the Term Facility and shall be negotiated in good faith, giving effect to the Limited Conditionality Provision, and shall be consistent with the terms herein, the Commitment Letter, the Fee Letter and, except as otherwise provided herein or in the Commitment Letter or the Fee Letter, substantially identical to the Existing Credit Agreement, with additions, deletions, modifications and other changes as the Company and the Global Coordinators reasonably determine to be necessary or advisable, including, among other things, (i) to give effect to the Transactions and other transactions contemplated hereby, (ii) to provide for and give effect to the Guarantees, (iii) to reflect changes in law (including customary QFC and EU and UK bail-in provisions and provisions to address LLC divisions under Delaware law) or accounting standards or cure mistakes or defects, (iv) to reflect reasonable administrative, agency and operational requirements of the Agent, (v) give due regard to the operational requirements of the Company and its subsidiaries in light of its size, structure, industry, business and proposed business plan and operations and (vi) to reflect covenants and financial definitions that are no less favorable to the Company and its subsidiaries than the Existing Credit Agreement (except as otherwise set forth in this Commitment Letter), and in any event, will contain only those conditions to borrowing, prepayments, representations and warranties, covenants and events of default expressly set forth in this Exhibit C (the “Term Facility Documentation Principles”).

Notwithstanding the foregoing, all obligations of the Company and its restricted subsidiaries that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of the Operative Documents (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in the financial statements to be delivered pursuant to the Operative Documents.

Subject to the Term Facility Documentation Principles and the Limited Conditionality Provisions, substantially the same as and limited to those set forth in the Existing Credit Agreement (to be applicable to the Company and its restricted subsidiaries): quarterly and annual financial statements of the Company (with annual financial statements accompanied by an opinion of an independent accounting firm (which opinion shall not contain any going concern qualification other than resulting from (x) the activities, operations, financial results, assets or liabilities of any unrestricted subsidiary, (y) the impending maturity of any indebtedness and (z) any prospective or actual breach of any financial covenant)); certificates; other information; notices of default and other material events; payment of taxes; preservation of existence; maintenance of properties; maintenance of insurance; compliance with laws; books and records; inspection rights; covenant to guarantee obligations and give security; further assurances as to security (including, other than pursuant to a transaction or for any other purpose not prohibited by Term Facility Documentation (including Permitted Acquisitions and other investments)), that all real property owned or acquired by the Company or its restricted subsidiaries is owned by or transferred to the Company or a Guarantor or a restricted subsidiary of the Company or Guarantor whose equity interests constitute Collateral); compliance with environmental laws; designation of subsidiaries; and use of commercially reasonable efforts to maintain credit ratings (but not a specific rating);

Subject to the Term Facility Documentation Principles and the Limited Conditionality Provisions, substantially the same as and limited to those set forth in the Existing Credit Agreement (to be applicable to the Company and its restricted subsidiaries and, in the case of the passive holding company covenant set forth below, Holdings): liens (which shall permit liens securing any Refinancing Debt, Permitted Ratio Debt (as defined below) and any Incremental Facilities and shall include a general liens basket not to exceed the greater of (x) $280 million and (y) 5% of consolidated total assets) (provided that the Company and its restricted subsidiaries shall not grant any liens or security interests or otherwise encumber any fee-owned real property, other than liens on real property not constituting inventory securing obligations in an aggregate amount outstanding at any time not to exceed the greater of (x) $25 million and (y) 10% of the total gross book value (including any applicable depreciation and amortization) of all such real property); investments (including acquisitions, loans, etc.); debt (which shall permit any Refinancing Debt, Permitted Ratio Debt, the Senior Unsecured Bridge Facility and/or the Senior Unsecured Notes and any Incremental Facilities); fundamental changes;

dispositions; restricted payments; material changes in nature of business; changes in fiscal year; burdensome agreements; use of proceeds; transactions with affiliates; prepayments of material subordinated debt, subject to exceptions as set forth in the Existing Credit Agreement; Holdings incurring material liabilities, owning material assets or conducting material business other than as a passive holding company; and amendments to material subordinated debt documents; provided that if on any date (i) no event of default has occurred and is continuing and (ii) the loans have a rating of Baa3 (or the equivalent) and BBB- (or the equivalent) from Moody’s and S&P, respectively, or better, then, beginning on such date and for the period in which there are no subsequent changes which lower the ratings than those set forth above, the debt, restricted payments and transactions with affiliates covenants will no longer be applicable to the loans during such period.

The Company or any restricted subsidiary will be permitted to make acquisitions (each, a “Permitted Acquisition”) so long as subject to the limitations set forth in “Guarantees” and “Security” above, the acquired company and its subsidiaries (other than any designated as an Excluded Subsidiary (as defined in the Existing Credit Agreement)) will become Guarantors and pledge their Collateral to the Agent to the extent required by the Operative Documents.

The Company and any restricted subsidiary will be permitted to:

(a) incur (i) an unlimited amount of unsecured indebtedness, subject to compliance with either (I) a Consolidated Interest Coverage Ratio (as defined in the Existing Credit Agreement) of no less than either (A) 2.00 to 1.00 or (B) in the case of any such indebtedness incurred in connection with a Permitted Acquisition, the Consolidated Interest Coverage Ratio immediately prior to the incurrence of such indebtedness and consummation of such Permitted Acquisition or (II) a Consolidated Total Net Leverage Ratio (as defined in the Existing Credit Agreement) no greater than either (A) 4.00 to 1.00 or (B) in the case of any such indebtedness incurred in connection with a Permitted Acquisition, the Consolidated Total Net Leverage Ratio immediately prior to the incurrence of such indebtedness and consummation of such Permitted Acquisition, in each case, on a pro forma basis as of the date of incurrence of such Indebtedness, (ii) indebtedness secured on a junior lien basis with the Term Facility, subject to pro forma compliance with Applicable Consolidated Total Net Leverage Ratio Level (or if such indebtedness is incurred in connection with a Permitted Acquisition, no greater than the greater of (1) the Applicable Consolidated Total Net Leverage Ratio Level and (2) the Consolidated Total Net Leverage

Ratio immediately prior to the consummation of such Permitted Acquisition) (or if the Company is not otherwise in compliance with such leverage ratio, such indebtedness when aggregated with the Incremental Dollar Amount and indebtedness referred to in the parenthetical in clause (iii) below, does not exceed the greater of (x) $625 million and (y) 100% of Consolidated EBITDA); provided, that at the election of the Company (such election to be made no more than once during the life of the Term Facility), the level set forth in either this clause (ii) shall be increased by 0.50:1.00 (a “half-turn”) in connection with a Qualified Acquisition (as defined in the Existing Credit Agreement) only for the four quarter period starting with the fiscal quarter in which such Qualified Acquisition is consummated and continuing for the three fiscal quarters immediately following such fiscal quarter, and, for the avoidance of doubt, no other quarter-end (other than such four quarter-ends), (iii) indebtedness secured on a pari passu basis with the Term Facility, subject to pro forma compliance with the Applicable Consolidated First Lien Net Leverage Ratio Level (or if such indebtedness is incurred in connection with a Permitted Acquisition, no greater than the greater of (1) the Applicable Consolidated First Lien Net Leverage Ratio Level and (2) the Consolidated First Lien Net Leverage Ratio immediately prior to the consummation of such Permitted Acquisition) (or if the Company is not otherwise in compliance with such leverage ratio, such indebtedness when aggregated with the Incremental Dollar Amount and indebtedness referred to in the parenthetical in clause (ii) above, does not exceed the greater of (x) $625 million and (y) 100% of Consolidated EBITDA); provided, that at the election of the Company (such election to be made no more than once during the life of the Term Facility), the level set forth in either this clause (iii) shall be increased by a half-turn in connection with a Qualified Acquisition only for the four quarter period starting with the fiscal quarter in which such Qualified Acquisition is consummated and continuing for the three fiscal quarters immediately following such fiscal quarter, and, for the avoidance of doubt, no other quarter-end (other than such four quarter-ends); provided that with respect to any indebtedness incurred pursuant to clauses (ii) and (iii) above, such indebtedness shall (A) in the case of clause (ii), have a maturity at least 91 days after the latest date of maturity of the Term Facility, and in the case of clause (iii), mature no earlier than the latest date of maturity of the Term Facility, (B) have a weighted average life to maturity no shorter than the longest remaining average life to maturity under the Term Facility, (C) in the event such indebtedness is incurred or guaranteed on a secured basis by the Company or a Guarantor, be subject to customary intercreditor agreements to be agreed and (D) have terms and conditions (other than pricing, rate floors, discounts, fees, and optional redemption provisions) that are not

materially less favorable (when taken as a whole) to the Company than the terms and conditions of the applicable Term Facility Documentation (when taken as a whole) (any debt incurred pursuant to clauses (ii) and (iii), “Permitted Ratio Debt”), (iv) additional indebtedness incurred or assumed in connection with the consummation of a Permitted Acquisition in an amount not to exceed $75 million; provided, further, that any such debt incurred pursuant to clauses (i), (ii), (iii) or (iv) above by a restricted subsidiary that is not a Guarantor shall be capped at the greater of $240 million and 4.25% of consolidated total assets and (v) additional indebtedness not to exceed the greater of (x) $420 million and (y) 7.25% of consolidated total assets. “Applicable Consolidated Total Net Leverage Ratio Level” means 3.25:1.00;

(b) make unlimited non-ordinary course asset sales subject to fair market value, the consideration for such sales being at least 75% cash consideration, non-ordinary course asset sales subject to fair market value for non-cash consideration not to exceed the greater of $280 million and 5% of consolidated total assets as set forth in the Existing Credit Agreement and, in each case, compliance, if required, with the mandatory prepayment provisions;

(c) make unlimited investments, subject only to pro forma compliance with the Applicable Consolidated Total Net Leverage Ratio Level;

(d) make unlimited investments in the Company or its restricted subsidiaries;

(e) make other investments, including but not limited to, (i) investments in joint ventures following the Closing Date not to exceed the greater of (x) $280 million and (y) 5% of consolidated total assets, (ii) investments in unrestricted subsidiaries not to exceed the greater of (x) $280 million and (y) 5% of consolidated total assets, (iii) additional investments not to exceed the greater of (x) $280 million and (y) 5% of consolidated total assets, (iv) make additional investments (A) in connection with the purchases of vacation ownership intervals (“VOIs”) for inventory or resale, the purchase or payment for use of land/property for, the conversion of properties to, or the development of, expansion of or enhancement of, VOIs and any investments reasonably related, complementary, synergistic or ancillary thereto and (B) all investments in (I) the Company or any restricted subsidiary, (II) any person becoming a restricted subsidiary as a result of such investment and (III) joint-ventures, in each case, made in connection with the investments described in the foregoing clause (A), subject to pro forma compliance with

the Applicable Consolidated Total Net Leverage Ratio Level and (v) permit Timeshare Loans (as defined in the Existing Credit Agreement) in “fee-for-service” arrangements or other similar arrangements in an HGV club or HGV branded residential unit where the purchase of the VOI is not from the Company or its subsidiaries;

(f) make unlimited dividends, distributions or redemptions, subject only to (i) no event of default shall have occurred and be continuing and (ii) pro forma compliance with a Consolidated Total Net Leverage Ratio of equal to or less than 3.00:1.00;

(g) make other dividends, distributions or redemptions, including but not limited to, (i) dividends, distributions or redemptions up to the sum of (A) 6% per annum of the net proceeds received by (or contributed to) the Company and its restricted subsidiaries from a public equity offering and (B) 6% of Market Capitalization (as defined in the Existing Credit Agreement) and (ii) additional dividends, distributions or redemptions not to exceed the greater of (x) $200 million and (y) 3.5% of consolidated total assets; and

(h) Restricted payments (including dividends and voluntary prepayments of material subordinated indebtedness) and investments (i) from a cumulative “builder” or “growth” basket (the availability of which shall not be subject to a leverage or other financial performance test and which shall include a “starter” basket of the greater of $350 million and at the election of the Company prior to the date of the bank meeting in connection with the Term Facility, a percentage of consolidated total assets or a percentage of Consolidated EBITDA, in each case, that is substantially equivalent to the initial monetary cap) to be based on either (to be selected by the Company prior to the date of the bank meeting in connection with the Term Facility) (A) cumulative retained Excess Cash Flow (which shall not be less than zero for each year) or (B) 50% of cumulative net income, in each case, plus the proceeds of (and fair market value of assets received from) equity issuances and contributions (other than excluded contributions) received by the Company or Holdings after the Closing Date and other than in connection with the Acquisition, and other items to be mutually agreed, subject only to (other than with respect to investments), solely in the case of the “builder” or “growth” component thereof, no payment or bankruptcy (with respect to the Company or Holdings) event of default which has occurred and is continuing (or would result therefrom).

None.

Subject to the Term Facility Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Agreement, including that, subject to customary limitations on investments, loans, advances to, and other investments in, Unrestricted Subsidiaries, the Company will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re-designate any such Unrestricted Subsidiary as a restricted subsidiary; provided that after giving effect to such designation, no default shall have occurred and be continuing. Unrestricted Subsidiaries will not be subject to the representations and warranties, affirmative or negative covenants or event of default provisions of the Operative Documents and the results of operations and indebtedness of and cash and cash equivalents held by, Unrestricted Subsidiaries will not be taken into account for purposes of determining any financial ratio or covenant contained in the Operative Documents.

Subject to the Term Facility Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Agreement (to be applicable to the Company and its restricted subsidiaries): nonpayment of principal, interest or fees (with grace periods for interest, fees and other amounts); failure to perform negative covenants (and affirmative covenants to provide notice of default or maintain the Company’s corporate existence); failure to perform other covenants subject to a 30-day cure period after notice by the Agent; any representation or warranty incorrect in any material respect when made; cross-default of, and cross-acceleration to, other indebtedness, subject to a threshold amount; bankruptcy or insolvency proceedings; final monetary judgments, subject to a threshold amount; ERISA events, subject to material adverse effect; invalidity (actual or asserted in writing by the Company) of the applicable Operative Documents or material portion of Collateral; and Change of Control; provided, that, notwithstanding anything to the contrary in the Operative Documents, a breach of any financial covenant under any Incremental Revolving Facility or Refinancing Revolving Facility will not constitute an Event of Default for purposes of the Term Facility (or any other facility, other than any Incremental Revolving Facility or Refinancing Revolving Facility, as applicable), and the Lenders under the Term Facility (or any other facility other than any Incremental Revolving Facility or Refinancing Revolving Facility, as applicable) will not be permitted to exercise any remedies with respect to an uncured breach of such financial covenant until the date, if any, on which the commitments under any Incremental Revolving Facility or Refinancing Revolving Facility, as applicable, have been

terminated or the loans thereunder have been accelerated as a result of such breach.

Subject to the Term Facility Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Agreement. Amendments and waivers of the Operative Documents will require the approval of Lenders holding more than 50% of the aggregate principal amount of the loans and commitments under the Term Facility (the “Required Lenders”), except, that the consent of each Lender directly adversely affected thereby shall be required with respect to (a) increases in the commitment of such Lender, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any interest or fee payment, (d) releases of all or substantially all Guarantors or all or substantially all of the Collateral and (e) changes in voting percentages; provided that certain matters as set forth in the Existing Credit Agreement will require class voting. Defaulting Lenders will be subject to the suspension of certain voting rights. Notwithstanding the foregoing, amendments and waivers of the Operative Documents that affect solely the Lenders under the Term Facility or any Incremental Facility (including waiver or modification of the availability and conditions to funding of any Incremental Facility (but not the conditions for implementing any Incremental Facility as noted above), pricing and other modifications), will require only the consent of Lenders holding more than 50% of the aggregate commitments or loans, as applicable, under such Term Facility or Incremental Facility) and no other consents or approvals shall be required. Any changes to the provisions of the Operative Documents affecting the Agent shall require the consent of the Agent.

The Operative Documents will permit amendments thereof without the approval or consent of the Lenders to effect a permitted “repricing transaction” (i.e., a transaction in which any tranche of loans is refinanced with a replacement tranche of loans, or is modified with the effect of, bearing a lower rate of interest) other than any Lender holding loans subject to such “repricing transaction” that will continue as a Lender in respect of the repriced tranche of loans or modified loans.

For the avoidance of doubt, each of the Operative Documents may be amended in order to modify any provision relating to pro rata sharing of payments among the Lenders (and, in any case, any provision requiring pro rata payments or sharing of payments in connection with “amend and extend” transactions) with the consent of the Required Lenders.

In addition, if the Agent and the Company shall have jointly identified an obvious error or any error or omission of a

technical nature in the Operative Documents, then the Agent and the Company shall be permitted to amend such provision without any further action or consent of any other party with notice given to the Lenders of any such amendment.

Subject to the Term Facility Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Agreement, which provides that the Lenders will be permitted to assign loans under the Term Facility with the consent of the Company (not to be unreasonably withheld or delayed); provided that (i) no consent of the Company shall be required (A) if such assignment is made to another Lender or an affiliate or approved fund of a Lender or (B) after the occurrence and during the continuance of a payment or bankruptcy (with respect to the Company) event of default and (ii) the Company shall be deemed to have consented to an assignment of Term Loans if the Company does not object within 10 business days of a written request therefor. All assignments will require the consent of the Agent, not to be unreasonably withheld or delayed; provided that no consent of the Agent shall be required if such assignment is made to another Lender or an affiliate or approved fund of a Lender. Each assignment will be in an amount of an integral multiple of $1,000,000 with respect to the Term Facility or, if less, all of such Lender’s remaining loans and commitments of the applicable class. An assignment fee in the amount of $3,500 shall be paid by the respective assignor or assignee to the Agent.

The Lenders will be permitted to sell participations in Term Loans without consent being required, subject to customary limitations. Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any amortization, interest or fee payment, (d) releases of the guarantees of all or substantially all Guarantors or all or substantially all of the Collateral and (e) changes in voting thresholds.

The Operative Documents shall provide that so long as no default or event of default is continuing, Term Loans may be purchased by and assigned to Holdings or any of its subsidiaries on (a) a non-pro rata basis through open market purchases and/or (b) on a pro rata basis through Dutch auctions open to all Lenders in accordance with customary procedures as set forth in the Existing Credit Agreement; provided that any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or any of its subsidiaries and no proceeds of any

revolving facility may be used to consummate any such assignment.

The Operative Documents will contain customary provisions allowing the Company to replace a Lender or terminate the commitment of a Lender and prepay that Lender’s outstanding Loans in full in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly adversely affected thereby (so long as the Required Lenders have approved the amendment or waiver), increased costs, taxes, etc. and defaulting lenders.

Subject to the Term Facility Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Agreement.

Subject to the Term Facility Documentation Principles, substantially the same as and limited to those set forth in the Existing Credit Agreement.

New York.

Davis Polk & Wardwell LLP.

The interest rates under the Term Facility will be, at the option of the Company, Adjusted LIBOR plus 2.50% or, ABR plus 1.50%.

The Company may elect interest periods of 1, 2, 3 or 6 months (or, if agreed by all relevant Lenders, 12 months or a shorter period) for LIBOR borrowings.

Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate) and interest shall be payable (i) in the case of LIBOR loans, at the end of each interest period and, in any event, at least every 3 months and (ii) in the case of ABR loans, quarterly in arrears.

ABR is the Alternate Base Rate, which is the highest of (i) the Agent’s Prime Rate, (ii) the Federal Funds Effective Rate (which, if negative, shall be deemed to be 0.00%) plus 1/2 of 1.00%, (iii) one-month Adjusted LIBOR plus 1.00% and (iv) 1.00%.

Adjusted LIBOR is the London interbank offered rate for dollars, adjusted for customary Eurodollar reserve requirements, if any, and shall be subject to a floor of 0.50%. The Term Facility Documentation will include LIBOR replacement provisions substantially consistent with the Term Facility Agent’s “hardwired” approach (with such modifications as agreed between the Company and the Agent).