Interval Leisure Group, Inc. (Form: 10-K, Received: 02/27/2015 13:57:47)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 1-34062

INTERVAL LEISURE GROUP, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		26-2590997 (I.R.S. Employer Identification No.)
6262 Sunset Drive, Miami, FL (Address of Registrant's principal executive offices)		33143 (Zip Code)

(305) 666-1861
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Common Stock, $0.01 par value per share		The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 30, 2014, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $856,476,607. As of February 23, 2015, 57,100,820 shares of the registrant's common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's proxy statement for its 2014 Annual Meeting of Stockholders are incorporated by reference into Part III herein.

Throughout this Annual Report on Form 10-K, the terms "ILG," "Company," "we," "us" and" "our" refer to Interval Leisure Group, Inc. and, except as the context otherwise requires, its consolidated subsidiaries. The "Hyatt Vacation Ownership" business or "HVO" refers to the group of businesses using the Hyatt® brand in the shared ownership business pursuant to a master license agreement with a subsidiary of Hyatt Hotels Corporation ("Hyatt"). All brand trademarks, service marks or trade names cited in this report are the property of their respective holders.

The information found on our corporate website, www.iilg.com, or any other website referred to in this report, is not incorporated into this Annual Report or any other report we file with or furnish to the United States Securities and Exchange Commission.

PART I

Cautionary Statement Regarding Forward-Looking Information

This annual report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "intends," "plans," "potential," "continue," and "believes," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," "might," and "could" among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in the forward-looking statements included in this annual report for a variety of reasons, including, among others: adverse trends in economic conditions generally or in the vacation ownership, vacation rental and travel industries; adverse changes to, or interruptions in, relationships with third parties; lack of available financing for, or insolvency of developers; consolidation of developers; decreased demand from prospective purchasers of vacation interests; travel related health concerns; changes in our senior management; regulatory changes; our ability to compete effectively and successfully add new products and services; our ability to successfully manage and integrate acquisitions; the occurrence of a change in control event under the master license agreement with Hyatt; our failure to comply with designated Hyatt® brand standards with respect to the operation of the Hyatt Vacation Ownership business; our ability to market vacation ownership interests successfully and efficiently; impairment of assets; the restrictive covenants in our revolving credit facility; adverse events or trends in key vacation destinations; business interruptions in connection with our technology systems; ability of managed homeowners' associations to collect sufficient maintenance fees; third parties not repaying advances or extensions of credit; fluctuations in currency exchange rates; and our ability to expand successfully in international markets and manage risks specific to international operations. Certain of these and other risks and uncertainties are discussed in our filings with the SEC, including in Item 1A "Risk Factors" of this report. In light of these risks and uncertainties, the forward looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward looking statements, which only reflect the views of our management as of the date of this report. Except as required by applicable law, we do not undertake to update these forward-looking statements.

Item 1. Business.

Overview

Interval Leisure Group, Inc., or ILG, is a leading global provider of non-traditional lodging, encompassing a portfolio of leisure businesses from exchange and vacation rental to vacation

ownership. At the end of 2014, we re-aligned our operating segments to encompass the vacation ownership sales and marketing capabilities that we added to our company with the acquisition of the Hyatt Vacation Ownership business in October 2014. As a result, we operate in the following two segments: Exchange and Rental, and Vacation Ownership.

Exchange and Rental offers access to vacation accommodations and other travel-related transactions and services to leisure travelers, by providing vacation exchange services and vacation rental, working with resort developers and operating vacation rental properties. Vacation exchange services provide owners of vacation interests with flexibility and choice by delivering access to alternate accommodations through exchange networks encompassing a variety of resorts. Our principal exchange network is the Interval Network, in which more than 2,900 resorts located in over 80 nations participated as of December 31, 2014. We also operate additional exchange programs including the Hyatt Residence Club, which encompasses 16 resorts as of the end of 2014. This segment provides vacation rental through its Aston and Aqua businesses as part of a comprehensive package of marketing, management and rental services offered to vacation property owners, primarily of Hawaiian properties as well as through the Interval Network. The Exchange and Rental segment represented approximately 78.7% of ILG's consolidated revenue for the fiscal year ended December 31, 2014 and approximately 88.3% of ILG's consolidated revenue for the fiscal year ended December 31, 2013.

Vacation Ownership engages in the management of vacation ownership resorts; sales, marketing, and financing of vacation ownership interests; and related services to owners and associations. We provide management services to nearly 200 vacation ownership properties and/or their associations. Following the October 2014 acquisition, we also provide sales and marketing of vacation ownership interests in the Hyatt Residence Club resorts. The Vacation Ownership segment represented approximately 21.3% of ILG's consolidated revenue for the fiscal year ended December 31, 2014 and approximately 11.7% of ILG's consolidated revenue for the fiscal year ended December 31, 2013. For information regarding the results of operations of ILG and its segments on a historical basis, see Note 15 to the Consolidated Financial Statements of ILG and the disclosure set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations."

The Vacation Ownership operating segment consists of the management related lines of business of Vacation Resorts International (known as VRI), TPI, VRI Europe and Hyatt Vacation Ownership (referred to as HVO) as well as the sales and financing of vacation ownership interests.

History

ILG was incorporated as a Delaware corporation in May 2008 in connection with a plan by IAC/InterActiveCorp, or IAC, to separate into five publicly traded companies, referred to as the "spin-off." ILG commenced trading on The NASDAQ Stock Market in August 2008 under the symbol "IILG."

The businesses operated by ILG's subsidiaries have extensive operating histories. ILG's Interval International business was founded in 1976, its Aston business traces its roots in lodging back over 60 years, while Aqua was founded in 2001. Trading Places International was founded in 1973, Vacation Resorts International in 1981; and the Hyatt Vacation Ownership business began in 1994.

On February 28, 2012, we acquired all of the equity of Vacation Resorts International, a provider of resort and homeowners' association management services to the shared ownership industry.

On November 4, 2013, VRI Europe Limited, a subsidiary of ILG, purchased the European shared ownership resort management business of CLC World Resorts and Hotels (CLC), for cash and issuance to CLC of shares totaling 24.5% of VRI Europe Limited.

On December 12, 2013, we acquired all of the equity of Aqua Hospitality LLC and Aqua Hotels and Resorts, Inc., referred to as Aqua, a Hawaii-based hotel and resort management company representing more than 25 properties in Hawaii and Guam.

On October 1, 2014, we acquired the Hyatt Vacation Ownership business, which provides vacation ownership services at 16 Hyatt Residence Club resorts, from subsidiaries of Hyatt Hotels Corporation. In connection with the acquisition, we entered into a long-term exclusive license for use of the Hyatt® brand with respect to the shared ownership business.

Industry Overview and Trends

The hospitality industry, which includes non-traditional lodging, is a major component of the leisure travel industry. Within non-traditional lodging, a variety of leisure accommodations are provided including vacation ownership and vacation rentals.

Vacation Ownership

Vacation ownership is the component of the non-traditional lodging industry that encompasses the development, operation, sales, marketing and management of vacation interests in traditional timeshare regimes, fractional products, private residence clubs, condo hotels and other forms of shared ownership, and vacation home ownership. Vacation ownership sales (excluding sales of fractional, private residence club, destination club and whole ownership products) in the U.S. for 2013, the last year for which data is available, were approximately $7.6 billion, as compared to $6.9 billion in 2012. U.S. sales of fractional products, private residences and destination club products were approximately $517 million in 2013, the last year for which data is available, as compared to $497 million in 2012. Although vacation ownership sales (excluding sales of fractional, private residence club, destination club and whole ownership products) have not returned to the 2007 levels of $10.6 billion, leisure travelers continue to use their vacation ownership interests as demonstrated by significantly higher average occupancy rates at U.S. timeshare resorts than at U.S. hotels.

According to the American Resort Developer Association, referred to as ARDA, as of December 31, 2013, the U.S. traditional timeshare industry was comprised of 1,540 resorts, representing

approximately 192,420 units and an estimated 8.5 million vacation ownership week equivalents. The following table reflects the growth in ownership of vacation ownership week equivalents since 1975:

Access to financing has returned to the industry following the recession and slow recovery. While few new projects have been constructed in the last several years, developers and homeowners' associations have been taking back vacation ownership interests which are available to be sold again. This allows developers to continue to generate sales revenues without significant capital expenditure for development and causes homeowners' associations at resorts that are no longer linked to a developer to look for efficient distribution channels to resell the inventory to preserve the maintenance fee paying owner base.

In addition to sales, the vacation ownership industry provides financing or facilitates access to third-party financing for customers. The resorts are often managed by a homeowners' association governed by a board, which generally will have representation from the developer until the units have been substantially sold out. These homeowners' associations typically engage a management company to undertake the operation, maintenance and refurbishment of the resort as well as management of the association. This fee-for-service business provides

•: administrative services for reservations, front desk, board and owner meetings,
•: fiscal services for budgeting, maintaining books and records, billing and collection of assessments, and reporting, and
•: quality assurance inspections, maintenance, capital planning, and housekeeping services.

Vacation Exchange and Rental Services

The vacation exchange and rental services industry offers leisure travelers vacation accommodations at vacation homes, villas, condo hotels, vacation ownership units and condominiums, as well as other travel-related products and benefits. In addition, this fee-for-service business provides services to owners of vacation properties and developers.

Within the vacation exchange sector, there are two principal providers of vacation ownership exchange services, Interval International, an ILG business, and RCI, LLC, a subsidiary of Wyndham Worldwide Corp. Trading Places International and several third parties also operate in this industry

with a significantly more limited scope of available accommodations. In addition, many vacation ownership resort developers and managers provide exchange services to owners within their resort systems, including Hyatt Residence Club.

The fragmented vacation rental market includes both managed properties and those offered by owners. In general, the managed properties are better able to engage in market-based pricing and offer hotel-like services. Vacation rental accommodations generally offer value to travelers seeking more than a nightly stay by providing greater space and convenience than traditional hotel rooms and offering separate living, sleeping and eating quarters. Rental companies also facilitate the rental process by handling most, if not all, aspects of interaction with vacationers. In addition, alternative lodging marketplaces, such as Airbnb and HomeAway, operate websites that market available furnished, privately-owned residential properties for nightly, weekly or monthly rental.

Currently, ILG offers rental and related management services for condominium, hotel and timeshare in North America, Hawaii and Guam. A significant amount of our rental revenue is derived from resorts located in Hawaii. According to the Hawaii Tourism Authority, visitor arrivals by air in Hawaii increased 2.0% for the year ended December 31, 2014 compared to the prior year. As of the latest forecast (November 2014), the Hawaii Department of Business, Economic Development and Tourism forecasts increases of 1.9% in visitors to Hawaii and 3.6% in visitor expenditures in 2015 over 2014.

Industry Growth

Future growth in the non-traditional lodging industry will be driven primarily by development of new resorts and conversion of existing properties. Due to the decreased pace of vacation ownership sales since the 2008 recession coupled with the ability for developers to acquire delinquent and secondary market inventory, developers in the United States have been building fewer new resorts. Some developers are expanding the fee for service nature of their business by selling inventory acquired from defaults, resales or agreements with resort owners. Industry expansion is expected to be driven by:

•: increased consumer awareness;
•: a shift in timeshare buyer demographics toward a younger, more diverse clientele;
•: development and offering of alternative vacation ownership products;
•: the entry of additional developers into non-traditional lodging;
•: demand for non-traditional lodging in the United States and elsewhere; and
•: development of a more robust resale market for vacation ownership.

DESCRIPTION OF BUSINESS SEGMENTS

Exchange and Rental

Vacation Exchange

Exchange Services

We offer leisure and travel-related products and services to owners of vacation interests and others primarily through various membership programs, as well as related services to resort developer clients. Vacation exchange allows owners of vacation ownership interests to exchange their occupancy rights

(whether denominated in weeks or points) for comparable, alternative accommodations at another resort and/or occupancy period.

•

Interval Network. Our primary exchange offering is the Interval Network, a membership-based exchange program which also provides a comprehensive package of value-added products and services. More than 2,900 resorts located in over 80 nations participated as of December 31, 2014. Generally, individuals are enrolled by resort developers in connection with their purchase of vacation interests from such resort developers, with initial membership fees being paid on behalf of members by the resort developers. Members may also enroll directly, for instance, when they purchase a vacation interest through resale at a resort that participates in the Interval Network. The resorts participating in the Interval Network primarily include those with which Interval has an affiliation agreement in place, as well as resorts at which Interval continues to provide exchange services following the affiliation agreement's term.

After their initial membership period, Interval Network members generally have the option of renewing their memberships for terms ranging from one to five years and paying their own membership fees directly to us. We sometimes refer to these as traditional members. Alternatively, some resort developers incorporate the Interval Network membership fee into certain annual fees they charge to owners of vacation interests at their resorts or vacation ownership clubs, which results in these owners having their membership in the Interval Network and, where applicable, the Interval Gold or Interval Platinum program (as described below), automatically renewed through the period of their resort's or club's participation in the Interval Network. We sometimes refer to these as corporate members.

All vacation ownership accommodations relinquished to the Interval Network exchange programs are assigned a trading value based on multiple factors, including location, quality, seasonality, unit attributes and time of relinquishment prior to occupancy to determine the relinquished accommodations' relative exchange value to the exchange network. Members are offered an exchange to accommodations which are generally of comparable value to those relinquished.

•

Hyatt Residence Club. As of December 31, 2014, this points-based membership exchange system serves nearly 30,000 owners at 16 properties, providing them with reservation and exchange services as well as other benefits. Generally, purchasers at Hyatt Residence Club resorts are automatically enrolled in the club and continue to be members until they no longer own an interest at the affiliated resort or the resort is no longer part of the club. Owners will receive points if they have not reserved during their allotted home preference period or elect to convert to points earlier. Hyatt Residence Club members have an opportunity to trade their club points for Hyatt Gold Passport points which may be redeemed at participating Hyatt® branded properties and are also members of Interval International. The use of the Hyatt® name in connection with the club is governed by the Master License Agreement described below.

•

Trading Places International. This program provides exchange services to owners at timeshare properties managed by Trading Places International as well as other direct-to-consumer exchanges that do not require a membership. Also included within Trading Places International exchange is VRI*ety, an exchange program for owners at participating resorts managed by Vacation Resorts International. Vacation owners may choose to join a TPI membership program to be eligible for discounts. Exchanges in the Trading Places International network are based on like value and upgrades are available upon payment of additional fees.

Related Products and Services

•: Getaways. We also offer additional vacation rental opportunities to members of the Interval Network and certain other membership programs at attractive rates through Getaways. Getaways allow members to rent resort accommodations for a fee, plus applicable taxes. Resort

accommodations available as Getaways consist of seasonal oversupply of vacation ownership accommodations within the applicable exchange network, as well as resort accommodations we source specifically for use in Getaways.

•: Interval Gold and Interval Platinum. Interval Network members also may take advantage of Interval Gold, our enhanced membership program that provides year-round access to value-added benefits and services for an additional annual fee or Interval Platinum, our premier membership level, which targets discerning travelers and offers them high value benefits and services in addition to those included in the Interval Gold membership. Members are enrolled in these programs either by resort developers in connection with the initial purchase of their vacation interests or by upgrading their membership directly.
•: Club Interval. This product gives owners of fixed or floating week timeshares the opportunity to use their resort week as points within the Interval Network. Club Interval members also receive all of the benefits of Interval Gold and can upgrade to Interval Platinum.
•: Preferred Residences Program. This hospitality branding program for luxury shared ownership resorts and condo hotels offers owners an annually renewing membership throughout the period of each resort's participation in the Preferred Residences program. Members have access to additional travel-related benefits including special rates at Preferred Hotel Group properties.

Relationships with Developers

Resort Affiliations. The Interval Network has established multi-year relationships with numerous resort developers, including leading independent and brand name developers, under exclusive affiliation agreements. Pursuant to these agreements, resort developers are obligated to enroll all purchasers of vacation interests at their resorts in the applicable exchange membership program and, in some circumstances, are obligated to renew these memberships for the term of their affiliation agreement. We do not consider our overall business to be dependent on any one of these resort developers, provided, that the loss of or unfavorable amendment of terms with a few large developers (particularly those from which Interval receives membership renewal fees directly) could materially impact our business.

Products and Services. A primary basis on which resort developers choose us as a partner is the comprehensive array of products and services that we offer to them, such as sales and marketing support and operational support, including custom vacation program design services.

•: Sales and Marketing Support. Resort developers promote membership in our exchange programs and related value-added services as an important benefit of owning a vacation interest. We offer our developers a selection of sales and marketing materials. These materials, many of which are available in multiple languages, include brochures, publications, sales-office displays, resort directories and Interval HD, an online video channel featuring resort and destination overviews. In addition, we offer programs, including our Leisure Time Passport program, that resort developers use as an exit or trial membership program for potential purchasers of vacation interests.

The Interval Network's resort recognition program recognizes certain of its eligible Interval Network resorts as either a "Select Resort," a "Select Boutique Resort," a "Premier Resort," or a "Premier Boutique Resort," based upon the satisfaction of qualifying criteria, inspection, member feedback, and other resort-specific factors. Over 40% of Interval Network resorts were recognized as a Select, Select Boutique, Premier or Premier Boutique Resort for 2014.
•: Operational Support. We also make available a comprehensive array of back-office servicing solutions to resort developers and resorts. For example, for an additional fee, we provide reservation services and billing and collection of maintenance fees and other amounts due to developers or homeowners' associations. In addition, through consulting arrangements, we assist resort developers in the design of tailored vacation programs for owners of vacation interests.

Revenue

Our Exchange and Rental segment earns most of its exchange revenue from (i) fees paid for membership in the Interval Network and the Hyatt Residence Club and (ii) Interval Network and Hyatt Residence Club transactional and service fees paid primarily for exchanges, Getaways, reservation servicing, and related transactions collectively referred to as "transaction revenue." Revenue is also derived from fees for ancillary products and services provided to members, fees from other exchange and rental programs and other products and services sold to developers.

Marketing and Technology

Our exchange businesses maintain corporate and consumer marketing departments, based in ILG's global headquarters in Miami, Florida, with input and local expertise being provided by employees in local and regional offices worldwide. Hyatt Residence Club marketing is based in St. Petersburg, Florida. These departments are responsible for implementing our overall marketing strategy and developing printed and digital materials that are necessary to secure new relationships with resort developers, homeowners' associations and resorts and obtain new members and participants, as well as promote membership renewals, exchange opportunities and other value-added services to existing members.

We market our products and services to resort developers and other parties in the vacation ownership industry through a series of business development initiatives. Our sales and services personnel proactively seek to establish strong relationships with developers during the early stages of the development of a particular resort by providing input on consumer preferences and industry trends based upon years of experience. In addition, given our long-standing relationships with others within the vacation ownership industry, we are often able to refer resort developers, management companies and owner-controlled associations to quality providers of a wide range of planning and operational resources. We believe that we have established a strong reputation within the vacation ownership industry as being highly responsive to the needs of resort developers, management companies and owners of vacation interests.

In addition, we sponsor, participate in and attend numerous industry conferences around the world. For over 15 years, we have organized and co-sponsored a proprietary, multi-day informational seminar, known as the Shared Ownership Investment Conference, where real estate developers, hospitality companies, investors and others contemplating entry into the vacation ownership industry can meet and network with industry leaders, as well as participate in educational panels on various vacation ownership issues, such as property and program planning, sales and marketing, financing and regulatory requirements. This seminar is offered annually in the U.S. with additional conferences held periodically at locations in regions that Interval views as potential market opportunities for vacation ownership development. In 2014, we held short conferences in Lima, Peru; and Bangkok, Thailand. With these programs, we work to strengthen and expand the vacation ownership industry through the education and support of viable new entrants. We have also maintained leadership roles in various industry trade organizations throughout the world since their inception, through which we have been a driving force in the promotion of constructive legislation, both in the U.S. and abroad, principally aimed at creating or enhancing consumer protection in the vacation ownership industry. In addition we operate a business to business website, www.resortdeveloper.com , and publish a trade magazine, Vacation Industry Review, for developers, industry partners and those interested in learning more about the shared ownership industry and our services.

Our consumer marketing efforts revolve around the deepening of new and existing customer relationships globally, focusing on the strategic design of consumer marketing and product development initiatives across the customer lifecycle. The design, development and execution of programs, promotions, online and offline communications, cross-sell initiatives, new technology tools and overall

enhancements to both membership and product value propositions are all aimed at increasing acquisition, usage, loyalty, retention and overall engagement of members and non-members. The online channel remains a strategic focus of growth with new technology for our online booking tools and communications created to increase the overall user experience, member service and engagement. Interval Community and other social media channels offer Interval Network members a platform to share their experiences and communicate with each other about vacation ownership, travel, and ways to utilize and maximize their membership and their vacation ownership.

Our success also depends, in part, on our ability to provide prompt, accurate and complete service to our members through voice and data networks and proprietary and third party information systems. The technology platform for the Interval Network is a proprietary, custom developed enterprise application and database that manages all aspects of membership, exchange and Getaway transaction processing and inventory management. TPI uses a separate proprietary network for its exchange program. We also use advanced telecommunications systems and technologies to promptly respond and efficiently route member calls. In addition, we operate consumer websites for our members and participants, such as www.intervalworld.com, www.hyattresidenceclub.com, www.tradingplaces.com and www.preferredresidences.com .

Vacation Rental

In addition to the rental opportunities provided through the Getaway program, we provide vacation rental as the key part of a comprehensive package of marketing, management and rental services offered to vacation property owners, primarily of Hawaiian properties, through Aston and Aqua. As of December 31, 2014, Aston and Aqua provided vacation rental and/or management services to more than 50 resorts in Hawaii, Guam, Orlando, Florida, South Lake Tahoe, California, Lake Las Vegas, Nevada and Pocono Mountains, Pennsylvania.

These businesses provide vacation property rental services for condominium owners, hotel owners, and homeowners' associations. The condominium rental properties are generally investment properties, and, to a lesser extent, second homes, owned by individuals who contract with Aston or Aqua directly to manage, market and rent their properties, generally pursuant to short-term agreements. We also offer such owners a comprehensive package of marketing, management and rental services designed to enhance rental income and profitability. Generally, property and homeowners' association management services, including administrative, fiscal and quality assurance services, are provided pursuant to exclusive agreements with terms typically ranging from one to ten years or more, many of which are automatically renewable.

Revenue is derived principally from fees for rental services and related management of hotel, condominium resort, and homeowners' association management. Agreements with owners at many of our vacation rental's managed hotel and condominium resorts provide that owners receive either specified percentages of the rental revenue generated under our management or guaranteed dollar amounts. In these cases, the operating expenses for the rental operation are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and our vacation rental business either retains the balance (if any) as its fee or makes up the deficit. Management fees consist of a base management fee and, in some instances for hotels or condominium resorts, an incentive management fee which is generally a percentage of operating profits or improvement in operating profits. Service fee revenue is based on the services provided to owners including reservations, sales and marketing, property accounting and information technology services either internally or through third party providers.

Important to the success and continued growth of the vacation rental business is our ability to source vacationers interested in booking vacation properties made available through our rental services. Our sales and marketing team in Honolulu, Hawaii, utilizes a variety of sales, marketing, revenue

management and digital marketing initiatives to attract additional properties to Aston and Aqua. The team in Hawaii focuses on many channels of distribution including traditional wholesale through tour operators and travel partners, online travel agencies and the Global Distribution System. In addition, Aston and Aqua focus on driving direct business through channels such as brand websites and our central reservations office. The sales team covers several market segments from corporate and government/military to travel agents and groups with a focus on the US, Canada, Australia, Europe, Japan, China and Korea. In many of these markets we have field sales personnel. We offer a variety of leisure accommodations to visitors from around the world through consumer websites such as, www.astonhotels.com, www.aquaresorts.com, www.aquahospitality.com, www.resortquesthawaii.com and www.mauicondo.com . As an additional distribution channel, Aston and Aqua provide units to Interval for use as Getaways.

Vacation Ownership

Our Vacation Ownership segment engages in the management of vacation ownership resorts; sales, marketing, and financing of vacation ownership interests; as well as related services to owners and associations. Revenue from the Vacation Ownership segment is derived principally from fees for resort and homeowners' association management services, sales of Hyatt® branded vacation ownership interests, interest income earned for financing these sales, and licensing, sales and marketing, and other fees charged to non-controlled developers of Hyatt Residence Club affiliated resorts.

Management Services

We provide management services to nearly 200 vacation ownership properties and/or their associations through HVO, TPI, VRI and VRI Europe. As of December 31, 2014:

•: TPI and VRI provide property management, homeowners' association management and related services to nearly 150 timeshare resorts in the United States, Canada and Mexico,
•: VRI Europe manages 28 vacation ownership resorts in Spain and the Canary Islands, the United Kingdom, France and Portugal, and
•: HVO provides management services for 16 regionally inspired luxury and upper upscale resorts throughout the United States participating in the Hyatt Residence Club.

All of these businesses provide resort management services for vacation ownership resorts, which generally offer leisure accommodations with certain comforts of home, such as kitchens or kitchenettes, separate seating or living room areas and in suite, private bedrooms, with actual services and features varying by property. We also provide homeowners' association management services, which include administrative, fiscal and quality assurance services.

Our management services are provided pursuant to agreements with terms generally ranging from one to ten years or more, many of which are automatically renewable. Management fees are negotiated amounts for management and other specified services, and at times are based on a cost plus arrangement. For the United States based businesses, our management fees are paid by the homeowners' association and funded from the annual maintenance fees paid by the individual owners to the association. Most of VRI Europe revenue is based on a different model. Typically, VRI Europe charges vacation owners directly an annual fee intended to cover property management, all resort operating expenses and a management profit. Consequently, VRI Europe's business model normally operates at a lower gross margin than the other management businesses, when excluding pass-through revenue.

Resorts, our joint venture partner in VRI Europe, as well as independent homeowners' associations. The loss of several of our largest management agreements could materially impact our Vacation Ownership business.

Sales, Marketing, Financing and Related Services

HVO sells, markets, finances, develops and/or licenses the brand for 16 vacation ownership resorts that participate in the Hyatt Residence Club as of December 31, 2014:

•: Hyatt Piñon Pointe—Sedona, Arizona
•: Highlands Inn—Carmel, California
•: Northstar Lodge—Truckee, California
•: Hyatt Grand Aspen—Aspen, Colorado
•: Hyatt Mountain Lodge—Avon, Colorado
•: The Residences at Park Hyatt Beaver Creek—Avon, Colorado
•: Hyatt Main Street Station—Breckenridge, Colorado
•: Hyatt Siesta Key Beach—Siesta Key, Florida
•: Hyatt Coconut Plantation—Bonita Springs, Florida
•: Hyatt Beach House—Key West, Florida
•: Hyatt Sunset Harbor—Key West, Florida
•: Hyatt Windward Pointe—Key West, Florida
•: Hyatt Ka'anapali Beach—Lahaina, Hawaii (Maui)
•: Hyatt High Sierra Lodge—Incline Village, Nevada
•: Hyatt Hacienda del Mar—Dorado, Puerto Rico
•: Hyatt Wild Oak Ranch—San Antonio, Texas

HVO sells traditional vacation ownership interests of weekly intervals and, at certain properties, fractional interests, as deeded real estate. These interests provide annual usage rights for a one-week or longer interval at a specific resort. Each purchaser is automatically enrolled in the Hyatt Residence Club through which the owner may trade some or all of his or her usage rights as described above in Exchange and Rental.

In connection with the sales of vacation ownership interests, we provide financing to eligible purchasers collateralized by the deeded interest. These loans generally bear interest at a fixed rate, have a term of up to 10 years and require a minimum 10% down payment. As of December 31, 2014, our consolidated loan portfolio consisted of approximately 4,400 loans with an outstanding balance of $36.5 million and a weighted average interest rate of 14.0%.

In addition, we receive fees for sales and marketing, brand licensing and other services provided to properties where the developer is not controlled by us. We have a global master license agreement with a subsidiary of Hyatt Hotels Corporation which provides us with an exclusive license for the use of Hyatt® brand with respect to shared ownership, as described below. The Hyatt Residence Club resorts are able to use the Hyatt brand through agreements with us. In the event the master license agreement expires or otherwise terminates, these resorts will no longer be able to use the Hyatt® name and any of the resorts may also lose the rights to the name in the event it does not maintain certain standards or otherwise breaches its agreements with us.

In December 2014, the newest Hyatt Residence Club resort, Hyatt Ka'anapali Beach opened on Maui. This resort was developed through an unconsolidated joint venture with Host Hotels & Resorts and HVO is providing sales, marketing and management services and the license for the brand.

Marketing

Marketing efforts for TPI, VRI and VRI Europe are focused on homeowners' associations of vacation ownership resorts. VRI Europe has an agreement with CLC World Resorts to source additional management opportunities, while HVO focuses its management services on Hyatt Residence Club resorts and associations. We also market online directly to consumers through our websites, www.vriresorts.com, www.resort-solutions.co.uk, and www.tradingplaces.com as well as provide rental units to Interval for use as Getaways.

Generally, we sell vacation ownership interests to prospective purchasers that attend a resort tour and sales presentation at one of our sales preview centers and learn about the benefits of ownership in a Hyatt Residence Club resort from one of our sales associates. As of December 31, 2014, we operate seven sales preview centers. Our marketing to attract potential purchasers focuses on guests of our resorts and nearby Hyatt hotels, existing owners and potential customers targeted through our marketing programs. These programs include direct mail to Hyatt Gold Passport® customer loyalty program members and other databases as well as local marketing centers in high-traffic locations. We maintain a significant presence on the www.hyatt.com website and also reach consumers through our www.hyattresidenceclub.com website.

Master License Agreement

Pursuant to the terms of the Master License Agreement, our subsidiary may continue to develop, market, sell and operate existing shared ownership projects as well as new shared ownership projects agreed to by us and Hyatt. HVO must comply with designated Hyatt® brand standards with respect to the operation of the licensed business. The initial term of the Master License Agreement expires on December 31, 2093, with three 20-year extensions subject to meeting sales performance tests. In consideration for the exclusive license and for access to Hyatt's various marketing channels, including the existing hotel loyalty program, we have agreed to pay Hyatt certain recurring royalty fees based on revenues generated from vacation ownership sales, management, rental and club dues collected by us related to the branded business.

There are restrictions on transfers by us without Hyatt's written consent of:

•: the Master License Agreement,
•: all or substantially all of the assets of the licensed business, or
•: a transaction or series of transactions that result in a "change of control" of HVO or ILG.

Hyatt's written consent is not required for a "change of control" of ILG if on the date of the transaction that results in a "change of control":

•: ILG is publicly traded, or
•: ILG is not publicly traded but earnings from the licensed business comprise not more than 90% of ILG's EBITDA at such time;

provided that the following conditions are satisfied as of the date of the transaction that resulted in a "change of control" of ILG:

•: there are no uncured agreement level defaults,
•: all royalty fees have been paid, and
•: the transferee is not a competitor of Hyatt in the hotel or shared ownership business.

The transfer of a "noncontrolling" interest in HVO or ILG to a hotel or shared ownership competitor of Hyatt does not require Hyatt's written consent as long as transferee does not control or direct the day-to-day operations of the licensed business and we institute controls reasonably designed to prevent the transferee from obtaining Hyatt's confidential information.

Hyatt may terminate the Master License Agreement upon the occurrence of certain uncured, material defaults by us. Such defaults include, but are not limited to, a payment default, bankruptcy, a transfer in breach of the specified transfer restrictions or a material failure to comply with Hyatt® brand standards on a systemic level.

Competitive Strengths

Leading positions within non-traditional leisure lodging

The Interval Network, with 1.8 million members, has been a pioneer and innovator in serving the vacation ownership market since 1976, providing high-quality products and services to resort developers and members worldwide. Our tenure of our relationships with our top 25 new-member producing developer clients for the last twelve months ended December 31, 2014 average over 14 years. We are also a leading manager of vacation ownership properties through VRI, VRI Europe, TPI and HVO. Our Aston and Aqua businesses offer vacation rentals in more hotels and resorts throughout Hawaii than any other manager. As an industry leader, we are well-positioned to provide a variety of non-traditional lodging products and services to vacationers, owners, associations and developers.

Increasingly diversified revenue streams

Our revenues are diversified across a variety of business models within non-traditional lodging. We derive revenue from vacation exchange, vacation rental, as well as management of vacation ownership resorts and financing, sales and marketing of vacation ownership interests. Our management offerings include property management, association management and related services. With offices in 16 nations, we have a global presence and generate revenue from customers in over 100 countries worldwide. This breadth of services provides us with multiple opportunities to participate in the future growth of the non-traditional lodging industry.

Compelling value proposition for leisure travelers, developers and property owners

The flexibility of exchange has consistently been cited by consumers as an important feature of their timeshare purchase. The flexibility Interval membership provides, coupled with its relatively low cost as a percentage of the vacation ownership interest purchase price (generally less than 0.5%), provide an attractive value proposition at point of sale. At the same time, Interval provides sales, marketing and operational support to resort developers. Our vacation rental businesses offer leisure travelers an array of vacation accommodations at properties that are professionally managed. By handling the administrative, fiscal, quality assurance, reservations, association management, maintenance and rentals, our vacation ownership management businesses provide valuable assistance to the property owners. The HVO business offers opportunities to work with an internationally recognized brand and affiliate luxury and upper upscale destinations with the Hyatt Residence Club.

Recurring revenue streams and robust cash flow generation

Our businesses generate recurring revenues from membership, club, rental and management fees. This business model provided stable revenue generation through the recent recession.

Historically, we have required relatively low levels of capital expenditures and we will continue to focus on fee-for-service revenue streams that contribute to our strong free cash flow. Since the beginning of 2010, we have generated approximately $410.0 million of cumulative free cash flow, including $91.6 million during the year ended December 31, 2014.

Seasoned management team with demonstrated history of success

Our senior management team has approximately 200 years of combined industry experience. The senior management team has been responsible for many of our core strategies, including enhancing developer and branded hospitality company relationships and entering new international markets. The management team has also been integral in expanding the vacation rental, property and association management and vacation ownership sales and marketing services through acquisitions, including the HVO transaction in October 2014.

Business Strategy

To grow our business and expand our presence within non-traditional lodging, we are pursuing the following strategic initiatives:

Leveraging our strategic developer, vacation club and homeowners' association relationships to expand product and service offerings

ILG believes it can leverage its existing, long-standing strategic developer, vacation club and homeowners' association relationships to capitalize on expanded product offerings related to exchange, rental and management. For example, Interval offers several membership tiers, Basic, Gold and Platinum, which developers may promote in conjunction with their product at point of sale as well as the Club Interval points overlay that developers and resellers can offer as an upgrade to existing owners and new purchasers. This allows owners the option to convert their weeks-based ownership into a points currency and experience the flexibility of exchanging with Interval based on points. In addition, we are looking to collaborate with third parties to develop additional properties that will join the Hyatt Residence Club.

Enlarging our platform for growth

We plan to invest in and grow HVO through enhanced marketing efforts, expanding some existing projects, and executing on opportunities to broaden the group's footprint. We intend to continue providing the exceptional service and vacation experiences to which Hyatt Residence Club owners are accustomed. The ILG portfolio includes companies with long and successful track records of leadership in the vacation industry and the addition of HVO expanded our timeshare resort management and exchange businesses. Importantly, HVO provides a new platform for growth with the inclusion of a vacation ownership sales and marketing and financing infrastructure, and further advances our strategy of increasing our recurring fee-for-service revenue. ILG will seek to establish relationships with additional developers building new resorts as well as pursue strategic partnerships.

Enhancing services with cooperation among our various businesses

As we continue to integrate the acquisitions from the past couple years, we are pursuing additional opportunities to leverage competencies between our businesses. Our vacation ownership management and vacation rental businesses partner with our exchange businesses to provide flexibility and

alternative vacation opportunities to owners. Interval's Getaway program provides an additional distribution channel for the rental of managed inventory, while our vacation rental businesses provide lead generation services to our vacation ownership businesses. We expect to continue to capitalize on opportunities for our businesses to collaborate in order to enhance our sales and marketing efforts, and to share best practices across our platforms.

Continuing to expand internationally

We continue to make strategic investments to grow in international markets. In 2013, we formed the VRI Europe joint venture with CLC World Resorts and expanded our vacation ownership management business to Europe. Over the past several years, the Interval Network has been affiliating more resorts abroad than in the United States with 75% of the newly-affiliated resorts from 2012 through 2014 located outside the United States. Further, revenue generated outside the United States represented 21% of our total revenue during the year ended December 31, 2014 compared to 18% during fiscal 2012. We expect to continue to review opportunities to expand our presence internationally.

Pursuing strategic acquisitions and joint ventures

We plan to selectively evaluate potential acquisitions, joint ventures and other business arrangements that focus on non-traditional lodging. These activities may be used to expand the Hyatt Residence Club and our other vacation ownership and exchange and rental businesses, provide cross-selling opportunities, or otherwise enhance or complement our existing operations and strategy.

International Operations

We conduct operations through offices in the U.S. and 15 other countries. For the year ended December 31, 2014, revenue is sourced from over 100 countries worldwide. Other than the United States and Europe, revenue sourced from any individual country or geographic region did not exceed 10% of consolidated revenue for the years ended December 31, 2014, 2013 and 2012.

Geographic information on revenue, based on sourcing, and long-lived assets, based on physical location, is presented in the table below (in thousands). Amounts in the proceeding table representing

revenue sourced from the United States and Europe versus all other countries for year ended December 31, 2012 have been reclassified to conform to current period presentation.

	Year Ended December 31,

	2014		2013		2012
Revenue
United States	$	483,007	$	404,886	$	385,973
Europe		73,119		34,306		26,715
All other countries(a)		58,247		62,023		60,651

Total	$	614,373	$	501,215	$	473,339

(a): Includes countries within the following continents: Africa, Asia, Australia, North America and South America

	December 31,

	2014		2013
Long-lived assets (excluding goodwill and other intangible assets)
United States	$	81,291	$	53,056
Europe		4,884		5,812
All other countries		426		688

Total	$	86,601	$	59,556

Competition

Exchange and Rental

The two principal companies in the global vacation ownership exchange business, our Interval International business and RCI, aggressively compete for developer and consumer market share. TPI and several third parties operate in this industry with a significantly more limited scope of available accommodations. Our Exchange and Rental segment also faces increasing competition from points-based vacation clubs and large resort developers, which often operate their own internal exchange systems to facilitate exchanges for owners of vacation interests at their resorts as they increase in size and scope. In addition, vacation clubs and resort developers may have direct exchange relationships with other developers.

We believe that developers and homeowners' associations generally choose to affiliate with an exchange network based on:

•: the quality of resorts participating in the network;
•: the level of service provided to members;
•: the range and level of support services;
•: the flexibility of the exchange program;
•: the demographics of the membership base;
•: the costs for annual membership and exchanges; and
•: the continuity of management and its strategic relationships within the industry.

Based on the most recent disclosure statements filed by RCI and Interval for the year ended December 31, 2013, RCI had approximately 3.7 million points and weeks members and its network for

weeks included a total of approximately 4,250 resorts while the Interval Network, at that time, had approximately 1.8 million members and included nearly 2,900 resorts. Accordingly, RCI is the larger provider of vacation ownership member services with a larger exchange network. Through the resources of its corporate affiliates, particularly Wyndham Vacation Ownership, Inc., itself engaged in vacation ownership sales and significantly larger than HVO, RCI may have greater access to a significant segment of new purchasers of vacation interests.

While overall, the Interval Network's primary competitor has a greater number of resorts in its exchange network and reports a larger number of owners of vacation interests participating in its vacation ownership membership programs, we believe that the Interval Network has distinguished itself as the membership and exchange provider of choice with developers of high quality vacation ownership properties and their owners. This belief is based primarily on the quality of the resorts in the Interval Network and related services provided by these resorts, coupled with favorable membership demographics and a continued commitment to attract distinctive resorts to the network and foster memorable vacation experiences for its members.

On the rental side, we compete with hotels and other leisure accommodations providers for vacationers on the basis of our range of available accommodations, price, locations, and amenities. In addition, we also compete with alternative lodging marketplaces such as Airbnb and HomeAway, which operate websites that market available furnished, privately-owned residential properties, including homes and condominiums, in locations throughout the world, which can be rented on a nightly, weekly or monthly basis.

Vacation Ownership

The vacation ownership management businesses face competition from other management companies, developers and clubs. The principal competitive factors in attracting hotel, condominium and timeshare resort and other vacation property owners and homeowners' associations are the ability to provide comprehensive management services at competitive prices and increasingly the ability to assist in the sale of defaulted inventory. In addition, there are low barriers to entry for new competitors.

Our vacation ownership business competes with other branded and independent vacation ownership developers for sales of vacation ownership interests based principally on location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity for vacation ownership owners to exchange into time at other vacation ownership properties or other program benefits as well as brand name recognition and reputation. We also compete for talent, marketing channels and new projects. A number of the competitors in this business are larger with greater resources, distribution platforms, sales capabilities and access to capital for new projects than our business. Our ability to attract and retain purchasers of vacation ownership interests depends on our success in distinguishing the quality and value of our vacation ownership offerings from those offered by others.

Seasonality

Revenue at ILG is influenced by the seasonal nature of travel. Within our Exchange and Rental segment, our vacation exchange businesses generally recognize exchange and Getaway revenue based on confirmation of the vacation, with the first quarter generally experiencing higher revenue and the fourth quarter generally experiencing lower revenue. Our vacation rental businesses recognize rental revenue based on occupancy, with the first and third quarters generally generating higher revenue as a result of increased leisure travel to our Hawaii-based managed properties during these periods, and the second and fourth quarters generally generating lower revenue.

Within our Vacation Ownership segment, our sales and financing business experiences a modest impact from seasonality, with higher sales volumes during the traditional vacation periods, largely the third quarter (summer months). Our vacation ownership management businesses by and large do not experience significant seasonality.

Employees

As of December 31, 2014, ILG had approximately 6,100 employees worldwide. With the exception of employees at two properties in Hawaii, one property in California, one property in Puerto Rico and employees in Argentina, Italy, Mexico and Spain, employees are not represented by unions or collective bargaining agreements. ILG believes that relationships with its employees are generally good.

Intellectual Property

We regard our intellectual property rights, including service marks, trademarks and domain names, copyrights, trade secrets and similar intellectual property (as applicable), as critical to our success. Our businesses also rely heavily upon proprietary software, informational databases and other components that make up their products and services.

We rely on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use trade secret or copyrighted intellectual property without authorization which, if discovered, might require legal action to correct. In addition, third parties may independently and lawfully develop substantially similar intellectual properties.

We have generally registered and continue to apply to register, or secure by contract when appropriate, our trademarks and service marks as they are developed and used, and reserve and register domain names as we deem appropriate. We generally consider the protection of our trademarks to be important for purposes of brand maintenance and reputation. While we protect our trademarks, service marks and domain names, effective trademark protection may not be available or may not be sought in every country in which products and services are made available, and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available. Our failure to protect our intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names and limit our ability to control marketing on or through the internet using our various domain names or otherwise, which could adversely affect our business, financial condition and results of operations.

From time to time in the ordinary course of business, we are a party to various legal proceedings and claims, including claims of alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations.

Government Regulation

Our businesses are subject to and affected by international, federal, state and local laws, regulations and policies, which are subject to change. The descriptions of the laws, regulations and policies that follow are summaries of those which we believe to be most relevant to our business and do not purport to cover all of the laws, regulations and policies that affect our businesses. We believe that we are in material compliance with these laws, regulations and policies.

Regulations Generally Applicable to Our Business

Privacy and Data Collection. The collection and use of personal data of our customers, as well as the sharing of our customer data with affiliates and third parties, are governed by privacy laws and regulations enacted in the United States and in other jurisdictions around the world. For instance, several states have introduced legislation or enacted laws and regulations that require compliance with standards for data collection and protection of privacy and, in some instances, provide for penalties for failure to notify customers when the security of a company's electronic/computer systems designed to protect such standards are breached, even by third parties. Other states, such as California, have enacted legislation that requires enhanced disclosure on Internet web sites regarding consumer privacy and information sharing among affiliated entities or have such legislation pending. In addition, the European Union Directive on Data Protection requires that, unless the use of data is "necessary" for certain specified purposes, including, for example, the performance of a contract with the individual concerned, consent must be obtained to use the data (other than in accordance with our stipulated privacy policies) or to transfer it outside of the European Union. Certain Latin American countries have also recently enacted similar data privacy laws. We believe that we are in material compliance with the laws and regulations applicable to privacy and data collection as such are relevant to our business.

Marketing Operations. The products and services offered by our various businesses are marketed through a number of distribution channels, each of which is regulated at the federal and state level. Such regulations may limit our ability to solicit new customers or to market additional products or services to existing customers. For example, to comply with state and federal regulations on telemarketing, our affected businesses have adopted processes to routinely identify and remove phone numbers listed on the various "do not call" registries from our calling lists and have instituted procedures for preventing unsolicited or otherwise unauthorized telemarketing calls. In addition, where appropriate, our business has registered as a telemarketer and has adopted calling practices compliant with requirements of the applicable jurisdiction, such as restrictions on the methods and timing of telemarketing calls and limitations on the percentage of abandoned calls generated through the use of automated telephone-dialing equipment or software. Our business has taken steps to identify cellular telephone numbers to prevent them from being called through the use of automated dialers without consent.

Similarly, state and federal regulations may place limitations on our ability to engage our consumers in electronic mail marketing campaigns. Most notably, the CAN-SPAM Act imposes various requirements on the transmission of e-mail messages whose primary purpose is to advertise or promote a commercial product or service. Some foreign jurisdictions in which we operate have similar regulations. Our affected businesses have adopted e-mail messaging practices responsive to the requirements of such regulations.

Internet. A number of laws and regulations have been adopted to regulate the Internet, particularly in the areas of privacy and data collection. In addition, it is possible that existing laws may be interpreted to apply to the Internet in ways that the existing laws are not currently applied, particularly with respect to the imposition of state and local taxes on transactions through the Internet. Regulatory and legal requirements are particularly subject to change with respect to the Internet. We cannot predict with certainty whether such new requirements will affect our practices or impact our ability to market our products and services online.

Travel Agency Services. The travel agency products and services that we provide are subject to various federal, state and local regulations. We must comply with laws and regulations that relate to our marketing and sales of such products and services, including laws and regulations that prohibit unfair and deceptive advertising or practices and laws that require us to register as a "seller of travel" to comply with disclosure requirements. In addition, we are directly or indirectly affected by the

regulation of our travel suppliers, many of which are heavily regulated by the United States and other jurisdictions.

Regulations Applicable to Vacation Ownership Sales and the Exchange Business

Our vacation ownership business is subject to laws and regulations that govern the development of vacation ownership properties and the sale of vacation ownership interests. Developers are generally required to register in the state where the vacation property is located as well as each state having residents to whom the vacation ownership program will be marketed. Generally, registration must be completed before the program is marketed or advertised. The laws of most states require resort developers to file a detailed offering statement describing their business and all material aspects of the project and sale of vacation interests with a designated state authority. Laws in many jurisdictions where vacation interests are marketed grant the purchaser of a vacation interest the right to cancel a contract of purchase at any time within a specified rescission period following the earlier of the date the contract was signed or the date the purchaser has received the last of the documents required to be provided. Our sales and marketing practices are subject to the Equal Credit Opportunity Act as well as various federal and state fair housing laws, while our financing operations are subject to the requirements of the Truth-in-Lending Act as well as the Real Estate Settlement Procedures Act ("RESPA").

Certain jurisdictions regulate exchange services, generally requiring us to annually prepare and file disclosure guides in such jurisdictions. In the European Union, a Timeshare Directive has been implemented by member states. This directive imposes requirements on businesses offering timeshare exchange relating to disclosures, rescission and timing of acceptance of initial membership payment to the exchange provider. We have implemented compliance measures as national laws have been adopted by member states pursuant to this directive.

In addition, several jurisdictions in the future may enact regulations that would impose or increase taxes on members that complete exchanges, similar to local transient occupancy taxes.

Regulations Applicable to Resort Operations

A number of our businesses that manage operations of resorts are subject to, among others, laws and regulations that relate to health, safety and sanitation, the sale of alcoholic beverages, facility operation, access by disabled persons and fire safety. Applicable tourism regulations in Spain and the Canary Islands require that resorts managed by VRI Europe and its subsidiaries in those regions be registered in the Registry of Tourism. We believe that we are in material compliance with these laws and regulations as such are relevant to our business. These requirements are summarized below.

Health, Safety and Sanitation. Lodging and restaurant businesses often require licensing by applicable authorities, and sometimes these licenses are obtainable only after the business passes health inspections to assure compliance with health and sanitation codes. Health inspections are performed on a recurring basis. Health-related laws affect the food and beverage establishments. They also govern swimming pool use and operation and require the posting of notices, availability of certain rescue and other equipment and limitations on the number of persons allowed to use the pool at any time. These regulations typically impose civil fines or penalties for violations, which may lead to operating restrictions if uncorrected or in extreme cases of violations.

Sale of Alcoholic Beverages. Alcoholic beverage service is subject to licensing and extensive regulations that govern virtually all aspects of service. Compliance with these regulations at managed locations may impose obligations on the owners of managed resorts, the property manager or both. Resort operations may be adversely affected by delays in transfers or issuances of alcoholic beverage licenses necessary for food and beverage services.

Facility Operation. The operation of lodging facilities is subject to various innkeepers' laws and laws regarding accessibility and use of public accommodations by disabled persons. Federal and state laws applicable to places of public accommodation prohibit discrimination in lodging services on the basis of the race, sex, color, religion, ancestry or disability of the guest and impose ongoing obligations with respect to accessibility. Hawaiian state law prohibits smoking in guest rooms and all enclosed areas.

Other. Our businesses are subject to state and local regulation, including fire safety and applicable real estate brokerage and community association management licensing statutes.

Internet Address and SEC Filings

Our Internet address is www.iilg.com . On our Web site, we provide a link to our electronic SEC filings, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to these reports. All such filings are available free of charge and are available as soon as reasonably practicable after filing.

Item 1A. Risk Factors.

Adverse Events and Trends—Adverse events and trends in the vacation ownership, vacation rental and travel industries could adversely affect our business, financial condition and results of operations.

The success of ILG and our businesses depends, in substantial part, upon the health of the worldwide vacation ownership, vacation rental and travel industries. Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns. Economic conditions may cause decreased demand for purchases of vacation ownership interests, may increase default rates among current owners, and may increase refund requests from our members. Members and other consumers may be unable or unwilling to travel to certain destinations where vacation ownership resorts and vacation rental properties are located based on one or more of the following factors:

•: inclement weather,
•: natural disasters, such as earthquakes, hurricanes, fires, floods and tsunamis,
•: epidemics, pandemics or other health concerns,
•: terrorism, regional violence, enhanced travel security measures and/or geopolitical conflicts,
•: price increases for travel related services,
•: financial instability of the airline industry and associated air carrier bankruptcies,
•: decreased airlift to relevant markets,
•: job actions and strikes, and
•: increased costs of transportation based on increased fuel prices.

These could result in a decrease and/or delay in demand for travel to our managed hotels and resorts and for exchanges and Getaways to, and purchases of, vacation ownership interests in affected regions. This decrease and/or delay in demand, depending on its scope and duration, could adversely

affect our business and financial performance. Similarly, these factors could result in a decrease in the number of resort accommodations or vacation rentals available for use in our exchange programs or as vacation rentals. The matters described above could result in a decrease in the number of Interval Network members and could have a material adverse effect on the vacation ownership and vacation rental industries, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Availability of Financing and Developer Insolvency—Lack of available financing for vacation property developers and the resultant potential for insolvency and bankruptcy of developers could adversely affect our business, financial condition and results of operations.

Vacation property developers, including HVO, rely on the credit markets for receivables financing used to fund their sales and marketing efforts and for financing new development. If receivables financing, vacation ownership asset backed securitizations, or financing for development of resorts is unavailable or is only available on unacceptable terms, developers may scale back or even cease operations, including sales and marketing efforts and development of resorts, which are sources of new members for our exchange networks. In addition, developers may seek to extend or adjust payment terms with us.

Inability to obtain financing on acceptable terms, or at all, previously caused and may in the future cause insolvency of resort developers affiliated with our exchange networks, which in turn could reduce or stop the flow of new members from their resorts and also could adversely affect the operations and desirability of exchange with those resorts if the developer's insolvency impacts the management of the resorts. In some cases a developer in bankruptcy could terminate its existing relationship with us. Insolvency of one or more developers that in the aggregate have significant obligations owed to us could cause impairments to certain receivables and assets which could have a material adverse effect on our results of operations.

Insolvency of a number of vacation ownership properties managed by us, particularly several of our largest managed properties, could materially adversely affect the Vacation Ownership segment's business, financial condition and results of operations.

Availability of Financing—Lack of available financing for consumers could adversely affect our business, financial condition and results of operations.

A lack of available credit for consumers could result in a decrease in potential purchasers of vacation interests, which would negatively impact our vacation ownership sales and membership in our exchange networks. This may also cause a decrease in potential purchasers of interests at vacation properties we manage, which could lead to loss of management agreements. A lack of available consumer credit could have a material adverse effect on our business, financial condition and results of operations.

Consolidation of Developers—Consolidation of developers could adversely affect our business, financial condition and results of operations

The industry has been in a period of consolidation, which is expected to continue. When developers that have affiliation agreements with the Interval Network are acquired, they may choose not to continue the agreement or renew at the end of the current term. If we are unable to obtain or retain business relationships with the resultant resort developers, our results of operations may be materially adversely affected.

Competition—The industries in which our businesses operate are highly competitive and these businesses are subject to risks relating to competition that may adversely affect our performance.

Our businesses will be adversely impacted if they cannot compete effectively in their respective industries, each of which is highly competitive. Some of our competitors have significantly greater financial, marketing and other resources than we have. In particular, in the case of the Interval Network, its primary competitor, RCI, is larger. Through the resources of its corporate affiliates, particularly, Wyndham Vacation Ownership, Inc., itself engaged in vacation ownership sales, RCI may have greater access to a significant segment of new vacation ownership purchasers and a broader platform for participating in industry consolidation. Our Exchange and Rental business also competes for rentals with other leisure lodging operators, including both independent and branded properties as well as with alternative lodging marketplaces such as Airbnb and HomeAway, which operate websites that market available furnished, privately-owned residential properties in locations throughout the world, including homes and condominiums, that can be rented on a nightly, weekly or monthly basis. Competitive pressures may cause us to reduce our fee structure or potentially modify our business models, which could adversely affect our business, financial condition and results of operations.

We believe that developers will continue to create, operate and expand internal exchange and vacation club systems, which decreases their reliance on external vacation ownership exchange programs, including those offered by us, and adversely impacts the supply of resort accommodations available through our exchange networks. The effects on our business are more pronounced as the proportion of vacation club corporate members in the Interval Network increases. The vacation ownership industry has and may continue to experience consolidation through the acquisition of vacation ownership developers by other developers, which may result in the diversion of exchange membership and other business.

Our Vacation Ownership business competes with other vacation ownership developers for sales of vacation ownership interests based principally on location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity for vacation ownership owners to exchange into time at other vacation ownership properties or other program benefits as well as brand name recognition and reputation. A number of our competitors are significantly larger with greater access to capital resources and broader sales, marketing and distribution capabilities than we have. We also compete with other timeshare management companies on the basis of quality and types of services offered, price and relationship. Our ability to attract and retain purchasers of vacation ownership interests and management services depends on our success in distinguishing the quality and value of our vacation ownership offerings from those offered by others. If we are unable to do so, our ability to compete effectively for sales of timeshare interests and management contracts could be adversely affected.

Third Party Relationships—We depend on relationships with developers, members and other vacation property owners and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations.

Our Interval Network business is dependent upon vacation ownership developers for new members and upon members and participants to renew their existing memberships and otherwise engage in transactions. Developers and members also supply resort accommodations for use in exchanges and Getaways. Our vacation rental businesses are dependent upon vacation property and hotel owners for vacation properties to rent to vacationers. The Interval Network has established relationships with numerous developers pursuant to exclusive multi-year affiliation agreements and we believe that relationships with these entities are generally strong, but these historical relationships may not continue in the future. During each year, the affiliation agreements for several of the Interval Network's new member-producing developers are scheduled to renew. The non-renewal of an affiliation agreement will adversely affect our ability to secure new members for our programs from the non-renewing resort or

developer, and will result in the loss of existing Interval Network members (and their vacation interests) at the end of their current membership to the extent that we do not secure membership renewals directly from such members. In addition, we may be unable to negotiate new affiliation agreements with resort developers or secure renewals with existing members in our exchange programs, and our failure to do so would result in decreases in the number of new and/or existing members, the supply of resort accommodations available through our exchange networks and related revenue. The loss or renegotiation on less favorable terms of several of our largest affiliation agreements could materially impact our business, financial condition and results of operations.

If we are unable to obtain sufficient renewals of affiliations with resorts and memberships with consumers or to enter into new affiliation agreements, this could have a material adverse effect on our business, financial condition and results of operations. Our ability to maintain existing or negotiate new affiliation agreements on terms as favorable as currently in place may be adversely impacted by the continued creation and operation of internal reservation and exchange networks by developers and vacation clubs, as well as by consolidation in the vacation ownership industry. This could materially adversely affect our business, financial condition and results of operations.

Similarly, the failure of our businesses to maintain existing or negotiate new rental services arrangements and related management agreements with hotel and vacation property owners, as a result of the sale of property to third parties, contract dispute or otherwise, or the failure of vacationers to book vacation rentals through these businesses would result in a decrease in related revenue, which would have an adverse effect on our business, financial condition and results of operations.

We may be unable to obtain and maintain management agreements with the homeowners' associations or other parties that control management of vacation ownership resorts. The loss of several of our largest vacation ownership management agreements could materially impact the business, financial condition and results of operations of our Vacation Ownership businesses.

Inventory—Insufficient availability of inventory may adversely affect our profits.

Our exchange networks' transaction levels are influenced by the supply of inventory in the system and the demand for such available inventory. The availability of exchange inventory is dependent on it being deposited into the system, directly by a member in support of a current or future exchange request or by a developer on behalf of its owners to support their anticipated exchanges.

A number of factors may impact the supply and demand of inventory. For example, economic conditions may negatively impact our members' desire to travel, often resulting in an increase in the number of deposits made as a means of preserving the inventory's value for exchange at a later date when the member is ready to travel, while reducing the demand for inventory which is then available for exchange. Also, destination-specific factors such as regional health and safety concerns, the occurrence or threat of natural disasters and weather may decrease our members' desire to travel or exchange to a given destination, resulting in an increased supply of, but a decreased demand for, inventory from this destination. Additionally, inventory may not be as available to the Interval system because owners are choosing to travel to their home resort/vacation club system or otherwise not depositing with the Interval Network. In these instances, the demand for exchange and Getaway inventory may be greater than the inventory available. Where the supply and demand of inventory do not keep pace, transactions may decrease or we may elect to purchase additional inventory to fulfill the demand, which could negatively affect our profits and margin.

If we fail to develop vacation ownership properties, expand existing properties or are unsuccessful in entering into new agreements with third-party developers, we may experience a decline in vacation ownership interest inventory available to be sold by us, which could result in a decrease in our revenues. In addition, a decline in vacation ownership interest inventory could result in both a decrease

of financing revenues that are generated from purchasers of vacation ownership interests and fee revenues that are generated by providing club, management, sales and marketing services.

Vacation Rental Revenue—Our success is dependent, in part, on revenue from vacation rentals and, if consumer demand for vacation rentals falls materially below historic levels, our business, financial condition and results of operations could be adversely affected.

General economic conditions can negatively affect demand for our rentals of vacation accommodations to our members and other vacationers, leading us to decrease pricing and resulting in reduced revenue from vacation rentals. Failure of our rental businesses to secure a sufficient number of vacationers for accommodations we offer could also result in increased obligations under guaranteed dollar amount or specified percentage provisions of certain hotel and resort management agreements and, ultimately, could affect our ability to obtain and maintain rental management agreements with vacation property owners. We also actively seek to provide vacation rental services to resorts participating in our exchange networks and rent units for developers and associations that are part of the Hyatt Residence Club or managed by TPI and VRI. Any material or prolonged decrease in demand and/or pricing for vacation rentals would further impact our revenue and, if materially below historical levels, could have a material adverse effect on our business, financial condition and results of operations.

Marketing of Vacation Ownership Interests—The future growth of our vacation ownership business depends on our ability to market vacation ownership interests successfully and efficiently.

We compete for customers with hotel and resort properties and with other vacation ownership resorts and other vacation options such as cruises. The identification of prospective purchasers, and the marketing of our products to them, are essential to our success. We incur significant expenses associated with marketing programs in advance of closing sales. If our marketing efforts are not successful and we are unable to convert prospects to a sufficient number of sales, we may be unable to recover the expense of our marketing programs and grow our business.

Resale Market for Vacation Ownership Interests—The resale market for vacation interests could adversely affect our timeshare business.

There is not currently an active, organized or liquid resale market for vacation ownership interests, and resale of vacation ownership interests generally are made at sales prices substantially below their original customer purchase prices. These factors may make the initial purchase of a vacation ownership interest less attractive to potential buyers who are concerned about their ability to resell their vacation ownership interest.

Debt Covenants—Restrictive covenants in our debt instruments could limit our flexibility or otherwise restrict our business activities.

As of December 31, 2014, we had total debt of approximately $488.0 million borrowed under our revolving credit facility. We also had an additional $103.7 million, net of any letters of credit usage, available for borrowing under the credit facility at that date. We may also incur significant additional indebtedness in the future, including expanding our revolving credit facility by up to $100.0 million. Our indebtedness and the restrictive covenants contained in our credit facility may, among other things:

•: limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
•: limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

•: require us to use a substantial portion of our cash flow from operations to make debt service payments;
•: limit our flexibility to plan for, or react to, changes in our business and industry;
•: place us at a competitive disadvantage compared to less leveraged competitors;
•: increase our vulnerability to the impact of adverse economic and industry conditions; and
•: expose us to the risk of increased interest rates because our borrowings under our credit facility, are at variable interest rates.

Key Personnel—Loss of one or more of our key personnel could adversely affect our relationships with third parties, business, financial condition and results of operations.

Our operations require managerial, operational, sales and marketing expertise as well as the maintenance of relationships with resort developers, homeowners' associations, vacation property owners and other third parties. In particular, we are dependent upon the management skills and continued services of several members of our senior management team. The failure of such key personnel to continue to be active in management of our businesses could have a material adverse effect on relationships with third parties, business, financial condition and results of operations. In addition, our failure to attract and retain key personnel will adversely impact our ability to grow the HVO business. We do not maintain key employee insurance for any of our officers and employees.

Adverse Events and Trends in Key Vacation Destinations—Events and trends in key vacation destinations could adversely affect our business, financial condition and results of operations.

A substantial percentage of the vacation ownership resorts currently participating in Interval's exchange networks are located in Florida, Hawaii, Las Vegas, Mexico and Southern California, a large number of vacation properties for which we provide rental services are located in Hawaii, and a significant portion of our European management revenue derives from Costa del Sol, Spain and Tenerife, Canary Islands. Approximately $211.1 million, $146.6 million, and $133.3 million of 2014, 2013, and 2012 revenue, respectively, which excludes the pass-through revenue, was generated from travel to properties in these key vacation destinations as well as hotel, resort and homeowners' association management services performed in these locations. As a result, our ongoing ability to successfully process exchange vacations for members, as well as our ability to find vacationers for accommodations marketed or managed by us, is largely dependent on the continued desirability of these areas as key vacation destinations. Any significant shift in travel demand for one or more of these key destinations or any adverse impact on transportation to them, such as decreased airlift, natural disasters, regional violence, terrorism or increased travel costs, could have a material adverse effect on our business, financial condition and results of operations.

In addition, the same events that affect demand to one or more of these key destinations could significantly reduce the number of accommodations available for exchanges, Getaways or rental to vacationers, as well as the need for vacation rental and property management services generally. Accordingly, any such event could have a material adverse effect on our business, financial condition and results of operations, the impact of which could be prolonged. Similarly, the effects of climate change may cause these locations to become less appealing to vacation owners as a result of temperature changes, more severe weather or changes to coastal areas which could adversely affect our business.

A substantial percentage of the HVO business' vacation ownership interests available for sale are located in Florida and Hawaii. These same events could affect sales of vacation ownership interests and other revenues related to those properties.

International Operations—We operate in a number of international markets, which exposes us to additional risks that could adversely affect our business, financial condition and results of operations.

Revenue from international operations for the years ended December 31, 2014, 2013, and 2012 was $131.4 million $96.3 million, and $87.4 million, respectively. We continue to seek to invest in various international markets.

In order to achieve widespread acceptance in international markets, we must continue to successfully tailor our services to the unique customs and cultures of relevant countries and markets. Learning the customs and cultures of various countries and markets can be difficult and costly, and the failure to do so could slow international growth. Operating in international markets also exposes us to additional risks, including, among others, compliance with applicable U.S. and foreign laws including economic sanctions, embargoes and anti-corruption laws, changes in regulatory requirements including taxation, limits on our ability to sell products and services and enforce intellectual property rights and difficulties in managing operations due to distance, language and cultural differences, including issues associated with staffing and managing foreign operations.

We are also exposed to risks associated with the repatriation of cash from certain of our foreign operations to the United States where currency restrictions exist, such as Venezuela and Argentina, which limit our ability to immediately access cash through repatriations. As of December 31, 2014, we had $5.2 million of unrealized loss in other comprehensive income within stockholders' equity pertaining to our Venezuela entity, until such time we sell or liquidate our investment. Furthermore, other countries in which we maintain operations may impose limitations on the repatriation of cash from such countries now or in the future. Any limitation on us to transfer significant cash across borders from our international operations pertaining to intercompany debt or intercompany trade payables, if any, could have a material adverse effect on our business, financial condition and results of operations.

Exchange Rate Changes—Material changes in foreign currency exchange rates could materially adversely affect our results of operations.

Our operations in international markets are exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on us is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing, operating and hedging strategies. In particular, significant fluctuations in the value of the U.S. dollar relative to the Euro and the British Pound, among other foreign currencies, could have an adverse effect on our results of operations due to the effects of translation of local currency balances and results into U.S. dollars. We do not currently engage in hedging transactions designed to reduce our exposure to foreign currency risk.

Acquisitions and Strategic Arrangements—We may experience financial and operational risks in connection with acquisitions and strategic arrangements.

In October 2014, we purchased the HVO business. During the fourth quarter of 2013, our newly-formed subsidiary VRI Europe Limited purchased the European shared ownership resort management business of CLC World Resorts and Hotels, or CLC, and we also purchased the Aqua business in Hawaii. These acquisitions are in addition to the February 2012 acquisition of VRI and the November 2010 acquisition of TPI. We intend to continue selectively pursuing other acquisitions. However, we may be unable to identify attractive acquisition candidates or complete transactions on favorable terms. In addition, in the case of acquired businesses, we will need to:

•: successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;

•: maintain third party relationships previously established by acquired companies;
•: attract and retain senior management and other key personnel at acquired businesses; and
•: successfully manage new business lines, as well as acquisition-related workload.

We may not be successful in addressing these challenges or any others encountered in connection with historical and future acquisitions. In addition, the anticipated benefits of one or more acquisitions may not be realized and future acquisitions could result in potentially dilutive issuances of equity securities and/or the assumption of contingent liabilities. The occurrence of any of these events could adversely affect our business, financial condition and results of operations.

We also intend to selectively enter into joint ventures and other strategic arrangements to provide new products and services complementary to those currently offered by our businesses. However, we may be unable to successfully enter into these arrangements on favorable terms or launch related products and services or such products and services may not gain market acceptance or be profitable. The failure to develop and execute any such initiatives on a cost-effective basis could have an adverse effect on our business, financial condition and results of operations.

Impairment of Assets—Goodwill and other intangible and long-lived assets associated with businesses we acquire may become impaired which could adversely affect our business, financial condition and results of operations.

The performance of the businesses that we have acquired or will acquire may not meet the financial projections anticipated at acquisition or may be impacted by one or more unfavorable events or circumstances. This could negatively affect the value of goodwill and other intangible assets, as well as long-lived assets, and may require us to test the applicable reporting unit and/or asset for impairment. If following the test, we determine that we should record an impairment charge, our business, financial condition and results of operations may be adversely affected.

Estimates and Assumptions—We are required to make a number of significant judgments in applying our accounting policies, and our use of different estimates and assumptions in the application of these policies could result in material changes to our financial condition and results of operations. In addition, changes in accounting standards or their interpretation could significantly impact our results of operations.

Our accounting policies are critical to the manner in which we present our results of operations and financial condition. Many of these policies, including those with respect to our recently acquired vacation ownership business, are highly complex and involve many subjective assumptions, estimates and judgments. We are required to review these estimates regularly and revise them when necessary. Our actual results of operations vary from period to period based on revisions to these estimates. In addition, the regulatory bodies that establish accounting and reporting standards, including the SEC and the Financial Accounting Standards Board periodically revise or issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements. Changes to these standards or their interpretation could significantly impact our results in future periods. For example, the Financial Accounting Standards Board recently released a final, converged, principles-based standard on revenue recognition that will modify revenue recognition in periods after December 15, 2016.

Third Party Relationships—We depend on third parties to process certain fulfillment services.

In connection with providing benefits and services in our Exchange and Rental businesses, we rely on third party service providers for processing certain fulfillment services. If these third parties are unable to continue to provide the services to us, our ability to deliver expected benefits and services to

our customers may be adversely affected. This may cause dissatisfaction and may damage our reputation.

Advances and Extensions of Credit—Our results may be adversely affected if third parties who receive loans, advances or other credit from us are unable to repay.

In connection with obtaining or extending business relationships with our clients, on occasion we provide loans, advances and other credit. To the extent that these clients are unable to repay these amounts and they are not fully secured by collateral, our results of operations could be materially adversely affected.

In connection with our vacation ownership business, we provide loans to purchasers to finance their purchase of vacation ownership interests. If purchasers default on the loans that we provide to finance their purchases of vacation ownership interests, the revenues and profits that we derive from the vacation ownership business could be reduced. Providing secured financing to some purchasers of vacation ownership interests subjects us to the risk of purchaser default. As of December 31, 2014, we had approximately $36.5 million of net timeshare financing receivables outstanding. We could incur material losses if there is a significant increase in the delinquency rate applicable to our portfolio of consumer loans. An increased level of delinquencies could result from changes in economic or market conditions, increases in interest rates, adverse employment conditions and other factors beyond our control. Increased delinquencies could also result from our inability to evaluate accurately the credit worthiness of the customers to whom we extend financing. If default rates for our borrowers were to increase, we may be required to increase our provision for loan losses. In addition, increased delinquency rates may cause buyers of, or lenders whose loans are secured by, our consumer loans to reduce the amount of availability under our financing or loan sale facilities, or to increase the interest costs associated with such facilities. In such an event, our cost of financing would increase, and we may not be able to secure financing on terms acceptable to us, if at all.

If a purchaser defaults under the financing that we provide, we could be forced to write off the loan and reclaim ownership of the timeshare interest through foreclosure or deed in lieu of foreclosure. If the timeshare interest has declined in value, we may incur impairment losses that reduce our profits. In addition, we may be unable to resell the property in a timely manner or at the same price, or at all. Also, if a purchaser of a timeshare interest defaults on the related loan during the early part of the amortization period, we may not have recovered the marketing, selling and general and administrative costs associated with the sale of that timeshare interest. If we are unable to recover any of the principal amount of the loan from a defaulting purchaser, or if the allowances for losses from such defaults are inadequate, the revenues and profits that we derive from the vacation ownership business could be reduced.

Volatility in Credit Markets—Volatility in the credit markets may adversely impact our ability to finance the loans that our vacation ownership business generates.

Our vacation ownership business provides financing to purchasers of our vacation ownership interests, and we may seek to obtain third party lender receivables financing. Volatility in the credit markets may impact the timing and volume of the timeshare loans that we are able to finance which could adversely affect our sales.

Sufficiency of Maintenance Fee Collection and Budgeting—Our continued management of homeowners' associations depends on their ability to collect sufficient maintenances fees.

Our management fees from homeowners' associations are derived from maintenance fees levied on the owners by the associations. These maintenance fees also fund the operation, maintenance and improvements for the property. Many of the properties that we manage do not receive subsidies or

resale services for foreclosed inventory from the developer. Once an association begins to experience a high default rate, if it is unable to foreclose and resell units to paying owners, the situation worsens as the maintenance fees on remaining owners continually increase to cover expenses. If the homeowners' associations that we manage are unable to levy and collect sufficient maintenance fees to cover the costs to operate and maintain the resort properties, such properties may be forced to close or file bankruptcy and may terminate our management.

Most of our VRI Europe properties in Spain operate on a fixed fee basis and VRI Europe has a responsibility to maintain the properties. To the extent the costs of maintenance and operation exceed historic and planned amounts, we may be required to fund the deficit.

Control of Managed Resorts—Our management agreements with homeowners' associations may not be renewed if an entity that offers management services acquires sufficient interests in the resort.

The homeowners' associations that engage us to manage their resorts are operated through an elected board. Entities that offer management services have acquired, or may acquire, a number of vacation ownership interests that may be voted to influence the composition of the homeowners' association board. To the extent that an entity offering management services is able to influence the membership or decision-making of the homeowners' association board based on their ownership of interests at the resort, our management agreements may not be renewed and our business and results of operations may be adversely affected.

New Products and Services—We may not be able to achieve our strategic objectives through new products and initiatives.

In order to support our strategic objectives, we have introduced new products and services and expect to continue to do so in the future. Launching new products and services involves a number of risks including the ability to achieve the anticipated level of market acceptance and to manage the costs and timeliness of rolling-out the product or service. If we are unable to gain market acceptance, experience substantial delays or are required to expend significantly more than expected, our business and results of operations may be materially adversely affected.

Property Renovations—A significant decrease in the supply of available vacation accommodations due to ongoing property renovations could adversely affect our business, financial condition and results of operations.

The vacation properties for which we provide rental and/or management services are expected to undergo significant renovations periodically. These renovations may result in a decrease in the supply of vacation accommodations available to vacationers during the applicable renovation periods. Furthermore, ongoing renovations at a particular property may negatively impact the desirability of the property as a vacation destination. A significant decrease in the supply of available vacation accommodations during renovation periods, coupled with the inability to attract vacationers to properties undergoing renovations, could have an adverse effect on our business, financial condition and results of operations.

Compliance and Changing Laws, Rules and Regulations—The failure of our businesses to comply with extensive regulatory requirements, or to obtain and maintain required licenses and rights, could adversely affect our business, financial condition and results of operations.

Our businesses are subject to various laws, rules and regulations on a global basis, including those specific to the vacation ownership industry, as well as those applicable to businesses generally, such as consumer protection, securities and sales, use, value-added and other tax laws, rules and regulations. While we believe that the operations and practices of our businesses have been structured in a manner to ensure material compliance with applicable laws, rules and regulations, the relevant regulatory

authorities may take a contrary position. The failure of our businesses to comply with applicable laws, rules and regulations, or to obtain required licenses or rights, could have a material adverse effect on our business, financial condition and results of operations. In addition, unfavorable changes in the laws, rules and regulations applicable to our businesses, including those related to the imposition of taxes, could decrease demand for the services offered by our businesses, increase costs and/or subject us to additional liabilities, which could have an adverse effect on our business, financial condition and results of operations.

The vacation ownership industry is subject to extensive regulations in various jurisdictions in the United States and elsewhere, which generally require vacation ownership resort developers to follow certain procedures in connection with the sale and marketing of vacation interests, including the filing of offering statements with relevant governmental authorities for approval and the delivery to prospective purchasers of certain information relating to the terms of the purchase and use, including rescission rights. In addition, we provide financing to some purchasers of vacation ownership interests and we also service the resulting loans. This practice subjects us to various regulations, including those which require disclosure to borrowers regarding the terms of their loans as well as settlement, servicing and collection of loans. As a result, any negative change in the regulatory environment within the vacation ownership industry could have a material adverse effect on our business, financial condition and results of operations.

Vacation property operations are directly subject to a number of licensing requirements, as well as certain laws and regulations relating to consumer protection, particularly, those associated with hotel and resort management, including those relating to the preparation and sale of food and beverages, liquor service and health, safety and accessibility of managed premises. The failure of our businesses to comply with applicable laws, rules and regulations, or to obtain required licenses or rights, could have a material adverse effect on our business, financial condition and results of operations.

Licensing—The exclusive license for the Hyatt ® brand in connection with our vacation ownership business could be terminated.

If we default as specified in the Master License Agreement, dated October 1, 2014, with Hyatt Franchising, L.L.C., we could lose our exclusive right to use the Hyatt® brand in the timeshare business. The loss of this right along with the right to use Hyatt's marketing channels, including its existing hotel loyalty program, could result in the reduction of revenue and profits derived from our vacation ownership business.

The termination of the Master License Agreement would materially harm our business and results of operations and impair our ability to market and sell our products and maintain our competitive position, and could have a material adverse effect on our financial position, results of operations or cash flows. For example, we would not be able to rely on the strength of the Hyatt® brand to attract qualified prospects in the marketplace, which could cause our revenue and profits to decline and our marketing and sales expenses to increase.

In addition, the Hyatt Gold Passport Participation Agreement would also terminate upon termination of the Master License Agreement, and we would not be able to offer Hyatt Gold Passport Points to owners and potential owners, which could impair our ability to sell our products and reduce the flexibility and options available in connection with our products.

Hyatt ® Brand—The Hyatt Vacation Ownership business depends on the quality and reputation of the Hyatt ® brand, and any deterioration in the quality or reputation of the Hyatt ® brand could adversely affect our market share, reputation, business, financial condition and results of operations.

We offer vacation ownership products under the Hyatt® brand name, and we intend to continue to develop and offer products and services under the Hyatt® brand in the future. If the quality of the

Hyatt® brand deteriorates, or the reputation of the Hyatt® brand declines, our market share, reputation, business, financial condition and results of operations could be materially adversely affected.

Our ability to expand our vacation ownership business and remain competitive could be harmed if Hyatt Franchising does not consent to our use of their trademarks at new resorts we acquire, develop or propose to franchise in the future.

Under the terms of our master license agreement, we must obtain Hyatt Franchising's approval, to use the Hyatt® brand in connection with shared ownership projects we acquire, develop or propose to franchise in the future. Hyatt may reject a proposed project if, among other things, the project does not meet applicable brand standards or is reasonably likely to breach applicable contractual or legal restrictions. If Hyatt does not permit us to use the brand in connection with our development or acquisition plans, our ability to expand our HVO business and remain competitive may be materially adversely affected. The requirement to obtain consent to our expansion plans, or the need to identify and secure alternative expansion opportunities if we do not obtain approval, may delay implementation of our expansion plans and cause us to incur additional expense.

Maintenance of Brand Standards—The maintenance and refurbishment of Hyatt Residence Club properties in accordance with brand standards depends on maintenance fees paid by the owners of vacation ownership interests.

Owners of vacation ownership interests at Hyatt Residence Club resorts must pay maintenance fees levied by property owners' association boards. These maintenance fees are used to maintain and refurbish the vacation ownership properties and to keep the properties in compliance with Hyatt® brand standards. If property owners' association boards do not levy sufficient maintenance fees or special assessments, or if owners of vacation ownership interests do not pay these fees, not only would our management fee revenue be adversely affected, but the vacation ownership properties could fail to comply with applicable brand standards. If any vacation ownership property fails to comply with the brand standards, Hyatt could terminate our rights under the Master License Agreement to use its trademarks at such noncompliant property, which could result in the loss of management fees, decrease customer satisfaction and impair our ability to market and sell our products at the non-compliant locations.

Timing, budgeting and other risks could result in delays or cancellations of our efforts to develop the vacation ownership developments that we undertake, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively.

We plan to selectively undertake, in some cases with joint venture partners, construction of vacation ownership developments which may span multiple phases and often take years to complete. These efforts are subject to a number of risks, including:

•: construction delays or cost overruns (including labor and materials) that may increase project costs;
•: obtaining zoning, occupancy and other required permits or authorizations;
•: changes in economic conditions that may result in weakened or lack of demand or negative project returns;
•: governmental restrictions on the size or kind of development;
•: force majeure events, including earthquakes, tornados, hurricanes, floods or tsunamis; and
•: design defects that could increase costs

Additionally, developing new properties often involves lengthy development periods during which significant amounts of capital must be funded before sales proceeds are available to defray costs. If the cost of funding new development exceeds budgeted amounts, and/or the time period for development is longer than initially anticipated, our profits could be reduced. Further, due to the lengthy development cycle, adverse economic conditions may alter or impede our development plans, thereby resulting in incremental costs to us or potential impairment charges.

Partnerships and Joint Ventures—Investing through partnerships or joint ventures decreases our ability to manage risk.

In addition to acquiring or developing resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, as a co-venturer. Joint venturers often have shared control over the operation of the joint venture assets. Therefore, joint venture investments may involve risks such as the possibility that the co-venturer in an investment might become bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that are inconsistent with our business interests or goals, or be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives. Consequently, actions by a co-venturer might subject resorts or other businesses owned by the joint venture to additional risk. Further, we may be unable to take action without the approval of our joint venture partners. Alternatively, our joint venture partners could take actions binding on the joint venture without our consent. Additionally, should a joint venture partner become bankrupt, we could become liable for our partner's share of joint venture liabilities.

Maintenance of Systems and Infrastructure—Our success depends, in part, on the integrity of our systems and infrastructure. System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on our business, financial condition and results of operations.

Our success depends, in part, on our ability to maintain the integrity of our systems and infrastructure, including websites, information and related systems, call centers and distribution and fulfillment facilities. System interruption and any lack of integration and redundancy in our information systems and infrastructure may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. We may experience occasional system interruptions that make some or all systems or data unavailable or prevent our businesses from efficiently providing services or fulfilling orders. We also rely on third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in the systems and infrastructures of our businesses and/or third parties, or deterioration in the performance of these systems and infrastructure, could impair the ability of our businesses to provide services, fulfill orders and/or process transactions.

Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructure at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent our businesses from providing services, fulfilling orders and/or processing transactions. While our businesses have backup systems for certain aspects of their operations, these systems are not fully redundant and disaster recovery planning is not sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect our business, financial conditions and results of operations.

Technology Projects—Business interruptions, cost overruns or project delays in connection with our undertaking of significant technology projects may materially adversely affect our business.

We have several significant development projects related to our proprietary and third party technology. We have committed sizable resources to these projects, which are expected to be phased in over several years. These projects are extremely complex, in part, because of the wide range of processes and the legacy systems involved. We use both internal and external resources, and if these resources become unavailable, our business and operations may be adversely affected. As we proceed with our existing projects, we are using controlled project plans and change control processes that we believe will provide for the adequate allocation of resources. However, a divergence from these may result in cost overruns or project delays. If the systems do not operate as expected, this could impact our ability to perform necessary business operations, which could materially adversely affect our business.

Privacy—The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or requirements imposed by credit card companies.

In the processing of consumer transactions, our businesses receive, transmit and store a large volume of personally identifiable information and other user data. The sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by us and our businesses. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.

A company processing, storing, or transmitting payment card data must be compliant with Payment Card Industry-Data Security Standards, or PCI-DSS, or risk losing its ability to process credit card payments and being audited and/or fined. As of December 31, 2014, we believe our Interval, HVO and VRI Europe businesses are compliant with these standards and our Aqua, Aston, VRI and TPI businesses are working to become fully compliant. Failure to obtain or maintain PCI-DSS compliance could result in our inability to accept credit card payments or subject us to penalties and thus could have a material negative effect on our operations. Changes in these security standards may cause us to incur significant unanticipated expenses to meet new requirements.

Online Security Risks—We are subject to online security risks, including security breaches and identity theft and the related requirements imposed by credit card companies.

Our failure, and/or the failure by the various third party vendors and service providers with which we do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of our businesses, discourage potential users from trying our products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, one or all of which could adversely affect our business, financial condition and results of operations. Any penetration of network security or other misappropriation or misuse of personal consumer information could cause interruptions in the operations of our businesses and subject us to increased costs, litigation and other liabilities. Security breaches could also significantly damage our reputation with consumers and third parties with whom we do business. It is possible that advances in computer capabilities, new discoveries, undetected fraud, inadvertent violations of company policies or procedures or other developments could result in a

compromise of information or a breach of the technology and security processes that are used to protect consumer transaction data. As a result, current security measures may not prevent any or all security breaches. We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences.

Intellectual Property—We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties. Our failure to protect our intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names and limit our ability to control marketing, which could adversely affect our business, financial condition and results of operations.

From time to time, we are subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, will likely be protracted and expensive and could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations.

Insurance—Damage to, or other potential losses involving, properties that we own or manage may not be covered by insurance.

Market forces beyond our control may limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or terrorist acts, may be uninsurable or the price of coverage for such losses may be too expensive to justify obtaining insurance. As a result, the cost of our insurance may increase and our coverage levels may decrease. In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or that of owners of vacation ownership interests or in some cases may not provide a recovery for any part of a loss. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, we could lose the management contract for the property and for HVO properties, the property may lose the brand.

Takeover Defenses—Our rights plan, charter provisions and terms of our debt agreements may affect the likelihood of a takeover or change of control of ILG.

We have in place a stockholders' rights plan and certain charter provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of our company that are not approved by our board. In particular, our charter provides that stockholders may not act by written consent and that the board has the power to issue shares of preferred stock with such designation, powers, preferences, and rights as the board shall determine. The transactions that may be deterred, delayed or prevented might have allowed our stockholders to receive a premium for their shares over then-current market prices. In addition, under our senior credit facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling our lenders to terminate the facility and require us to repay outstanding borrowings. As a result, the provisions of this agreement also may affect the likelihood of a takeover or other change of control. Under the master license agreement, we need Hyatt's written consent prior to a change of control (as defined in the agreement) of our subsidiary, S.O.I. Acquisition Corp. and, in certain cases, of ILG.

Dividends—We may not continue paying dividends at the same rate or at all.

While we began paying quarterly dividends in 2012, we may be unable to continue to pay dividends at the current rate or at all based on covenants in our credit agreement or if we do not have sufficient surplus under Delaware law. Our board of directors may determine not to declare dividends if the board deems this action to be in our company's best interests. Discontinuing payment of dividends could change the manner, timing and/or ability to realize gains on investment in our common stock.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

As of the date hereof, ILG conducts operations through 36 offices in 16 countries, of which 15 offices are within the United States and 21 offices are outside of the United States. ILG's global headquarters is located in Miami, Florida and occupies approximately 100,000 square feet of office space under a long-term lease expiring in December 2020.

Our vacation exchange businesses within the Exchange and Rental segment operate a call center in Miami with approximately 60,000 square feet under a long-term lease expiring in October 2016. Our European headquarters is located in London, England and occupies approximately 24,000 square feet of office space under a long-term lease which expires in September 2021, while our Asian headquarters is located in Singapore and occupies approximately 5,500 square feet of office space expiring in August 2015. The vacation rental business within our Exchange and Rental segment is headquartered in Honolulu, Hawaii with approximately 18,000 square feet of office space under a lease expiring in October 2019.

The Vacation Ownership businesses have main offices in St. Petersburg, Florida under a lease of 13,000 square feet through November 2020 and Orange County, California under a lease of 34,000 square feet expiring May 2024.

Item 3. Legal Proceedings.

Rules of the Securities and Exchange Commission require the description of material pending legal proceedings, other than ordinary, routine litigation incidental to ILG's business, and advise that proceedings ordinarily need not be described if they primarily involve damages for claims in amounts (exclusive of interest and costs) not exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of management, none of the pending litigation matters which ILG and its subsidiaries are defending, involves or is likely to involve amounts of that magnitude.

Item 4. Mine Safety Disclosures.

Not applicable

Executive Officers of the Registrant

See Part III, Item 10 of this report for information about our executive officers.

PART II

Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant's Common Equity and Related Stockholder Matters

Our common stock has been listed on The NASDAQ Stock Market Global Select Market under the ticker symbol "IILG" since August 2008. Prior to that time there was no public market for our common stock. The table below sets forth the high and low sales prices per share for ILG common stock as reported on NASDAQ, for the calendar periods indicated.

	High		Low

Year Ended December 31, 2014
Fourth Quarter	$	24.48	$	18.83
Third Quarter	$	22.85	$	19.05
Second Quarter	$	27.51	$	18.96
First Quarter	$	31.04	$	25.39
Year Ended December 31, 2013
Fourth Quarter	$	32.13	$	23.00
Third Quarter	$	23.85	$	19.95
Second Quarter	$	22.24	$	18.82
First Quarter	$	22.20	$	19.35

As of February 13, 2015, there were approximately 1,500 holders of record of our common stock and the closing price of ILG common stock was $25.44. Because many of the outstanding shares of ILG common stock are held by brokers and other institutions on behalf of stockholders, ILG is not able to estimate the total number of beneficial stockholders represented by these record holders.

Dividend Policy

In March 2012, our Board of Directors announced the beginning of our quarterly dividend payments which, in 2012, were declared and paid at a rate of $0.10 per share. In December 2012, we accelerated the payment of the dividend that would otherwise have been paid during the first quarter of 2013. In 2013 and 2014, we declared and paid quarterly dividends of $0.11 per share beginning with the payment in the second quarter of 2013. We currently expect to declare and pay quarterly dividends of $0.12 per share quarterly in 2015. The actual declaration of any future cash dividends, and the establishment of record and payment dates, will be subject to final determination by the Board of Directors each quarter and will depend upon our results of operations, cash requirements and surplus, financial condition, legal requirements, capital requirements relating to business initiatives, investments and acquisitions and other factors that our Board of Directors may deem relevant. In addition, our revolving credit facility has various financial and operating covenants that place significant restrictions on us, including our ability to pay dividends.

Unregistered Sales of Equity Securities

During the year ended December 31, 2013, we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

The following table sets forth information with respect to purchases of shares of our common stock, excluding commissions, made during the quarter ended December 31, 2014 by or on behalf of ILG or any "affiliated purchaser," as defined by Rule 10b-18(a)(3) of the Exchange Act. All purchases were made in accordance with Rule 10b-18 of the Exchange Act.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Approximate Dollar Value of Shares that May Yet Be Purchase Under the Plans or Programs(1)

October 2014	—	—	—	$	10,013,364
November 2014	—	—	—	$	10,013,364
December 2014	—	—	—	$	10,013,364

(1): On June 4, 2014, we announced that our Board of Directors had authorized the repurchase of up to an additional $20 million of our common stock. There is no time restriction on this authorization and repurchases may be made in the open-market or through privately negotiated transactions.

Performance Comparison Graph

The performance graph is not deemed filed with the SEC and shall not be deemed incorporated by reference into any of our prior or future filings made with the SEC.

The following graph covers the period from December 31, 2009 to December 31, 2014, assuming $100 was invested on December 31, 2009 in ILG common stock, and in each of the Russell 2000 in which our stock has been included since June 2009, and a peer group of companies in the Russell 2000 with the Hotels, Restaurant and Leisure GICS code 253010 (a list of these companies is provided below). The graph assumes that all dividends were reinvested on the date of payment without payment of any commissions. The stock price performance shown in the graph is not necessarily indicative of future price performance.

Comparison of Cumulative Total Return

ASSUMES $100 INVESTED ON DECEMBER 31, 2009
ASSUMES DIVIDENDS REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 2014

Company/Index/Market	12/31/2009		12/31/2010		12/31/2011		12/31/2012		12/31/2013		12/31/2014

Interval Leisure Group, Inc.	$	100.00	$	129.43	$	109.14	$	159.77	$	258.33	$	178.09
Russell 2000 Index	$	100.00	$	126.81	$	121.52	$	141.42	$	196.32	$	205.93
Peer Group	$	100.00	$	121.30	$	110.24	$	132.35	$	186.44	$	208.56

Companies included in peer group index with GICS Code 253010:


AMC Entertainment Holdings, Inc.	Dineequity Inc	Morgans Hotel Group Co.
Belmond Ltd	El Pollo Loco, Inc.	Orbitz Worldwide, Inc.
Biglari Holdings Inc.	Empire Resorts, Inc.	Penn National Gaming, Inc.
BJ's Restaurants Inc.	Interval Leisure Group Inc.	Reading International, Inc.
Bob Evans Farms	International Speedway Corp.	Republic Airways Holdings, Inc.
Boyd Gaming Corp.	Intrawest Resorts Holdings, Inc.	Ruby Tuesday Inc.
Bravo Brio Restaurant Group	Isle of Capri Casinos Inc.	Ruth's Hospitality Group Inc.
Caesars Entertainment Corp.	JetBlue Airways Corp.	Scientific Games Corp.
Carrols Restaurant Group Inc.	La Quinta Holdings, Inc.	Skywest, Inc.
CHC Group Ltd.	Life Time Fitness Inc.	Sonic Corp.
Churchill Downs Inc.	Marcus Corporation	Speedway Motorsports Inc.
Cracker Barrel Old Country	Marriott Vacations Worldwide Corp.	Steiner Leisure Ltd.
Denny's Corp	Monarch Casino & Resort Inc.

Item 6. Selected Financial Data

The following Selected Financial Data should be read in conjunction with the consolidated financial statements and notes thereto in Item 8 of this report and "Management's Discussion and Analysis of Financial Condition and Results of Income" in Item 7 of this report.

Financial Information:

	Year Ended December 31,

	2014		2013		2012		2011		2010
	(In thousands, except per share data)
Statement of Income Data
Revenue	$	614,373	$	501,215	$	473,339	$	428,794	$	409,440
Operating income		127,094		132,745		109,781		98,784		104,477
Net income attributable to common stockholders		78,930		81,217		40,702		41,126		42,418
Adjusted net income(1)		81,833		81,468		53,206		40,827		43,110
EBITDA(1)		158,731		155,103		125,261		140,942		141,130
Adjusted EBITDA(1)		175,140		166,243		157,068		152,349		152,375
Earnings per share
Basic	$	1.38	$	1.42	$	0.72	$	0.72	$	0.75
Diluted		1.36		1.40		0.71		0.71		0.73
Adjusted earnings per share(1)
Basic	$	1.43	$	1.42	$	0.94	$	0.72	$	0.76
Diluted		1.41		1.41		0.93		0.71		0.75
Dividends declared
Dividends declared per share of common stock	$	0.44	$	0.33	$	0.50	$	—	$	—

	December 31,

	2014		2013		2012		2011		2010
	(In thousands)
Balance Sheet Data
Total assets	$	1,328,827	$	1,024,619	$	906,920	$	976,322	$	978,384
Long-term debt, net of current portion		488,000		253,000		260,000		340,113		357,576
ILG stockholders' equity		384,043		343,825		272,066		248,685		221,212
Noncontrolling interest		36,305		32,708		—		—		—

Operating Statistics:

	Year Ended December 31,

	2014		2013		2012		2011		2010
Exchange and Rental
Total active members (000's)(2)		1,799		1,815		1,824		1,780		1,803
Average revenue per member(3)	$	180.55	$	187.13	$	182.39	$	182.71	$	181.36
Available room nights (000's)(4)		3,015		1,537		1,497		1,537		1,613
RevPAR(5)	$	123.06	$	138.90	$	130.28	$	111.43	$	95.79
Vacation Ownership
Contract sales (000's)(6)	$	26,173		—		—		—		—
Average transaction price(7)	$	34,438		—		—		—		—
Volume per guest(8)	$	3,581		—		—		—		—

Additional Data:

	Year Ended December 31,

	2014			2013			2012			2011			2010
Exchange and Rental
Transaction revenue(9)	$	193,206		$	198,933		$	198,434		$	192,297		$	190,954
Membership fee revenue(10)		127,396			135,198			130,784			129,477			129,818
Ancillary member revenue(11)		6,649			6,852			6,976			7,371			8,709

Total member revenue		327,251			340,983			336,194			329,145			329,481
Other revenue(12)		25,262			24,024			21,538			20,282			15,747
Rental management revenue		48,148			29,956			27,075			24,800			22,113
Pass-through revenue(13)		82,729			47,426			43,986			41,026			41,032

Total Exchange & Rental revenue	$	483,390		$	442,389		$	428,793		$	415,253		$	408,373



Exchange and Rental gross margin		62.0	%		67.1	%		67.1	%		68.2	%		68.8	%
Exchange and Rental gross margin without pass-through		74.8	%		75.2	%		74.8	%		75.7	%		76.4	%
Vacation Ownership
Management fee revenue	$	92,017		$	41,595		$	27,871			7,641			580
Sales and financing revenue		9,479			—			—			—			—
Pass-through revenue(13)		29,487			17,231			16,675			5,900			487

Total Vacation Ownership revenue	$	130,983		$	58,826		$	44,546		$	13,541		$	1,067



Vacation Ownership gross margin		38.5	%		42.3	%		39.2	%		30.5	%		28.6	%
Vacation Ownership gross margin without pass-through		49.6	%		59.8	%		62.3	%		54.0	%		52.6	%

(1): Refer to "ILG's Principles of Financial Reporting" within Item 7 of this annual report on Form 10-K for definitions of these non-GAAP measures. Additionally, refer to "Reconciliations of Non-GAAP Measures" within Item 7 for full reconciliations of these non-GAAP measures to their respective GAAP measures.
(2): Represents active members of the Interval Network as of the end of the period. Active members are members in good standing that have paid membership fees and any other applicable charges in full as of the end of the period or are within the allowed grace period. All Hyatt Residence Club members are also members of the Interval Network.

(3): Represents membership fee revenue, transaction revenue and ancillary member revenue for the Interval Network and Hyatt Residence Club for the applicable period divided by the monthly weighted average number of active members during the applicable period. Hyatt Residence Club revenue is included herein only since its acquisition date.
(4): Available Room Nights is the number of nights available at Aston and Aqua managed vacation properties during the period, which excludes all rooms under renovation. Aqua available room nights included herein are only since its acquisition date.
(5): Represents Gross Lodging Revenue divided by Available Room Nights during the period. Gross Lodging Revenue is total room revenue collected from all Aston and Aqua-managed occupied rooms during the period. Aqua occupied room nights included herein are only since its acquisition date.
(6): Represents total vacation ownership interests sold at consolidated and unconsolidated projects pursuant to purchase agreements executed, net of cancellations received, during the period which are no longer subject to a statutory rescission period and where we have received a minimum 10% down payment of the contract purchase price. Contract Sales included herein are only since HVO's October 1, 2014 acquisition.
(7): Represents Contract Sales divided by the net number of transactions during the period subsequent to the HVO acquisition October 1, 2014.
(8): Represents Contract Sales divided by the total number of tours during the period subsequent to the HVO acquisition on October 1, 2014.
(9): Represents Interval Network and Hyatt Residence Club transactional and service fees paid primarily for exchanges, Getaways, reservation servicing, and related transactions. Hyatt Residence Club revenue is included herein only since its acquisition date.
(10): Represents fees paid for membership in the Interval Network and Hyatt Residence Club.
(11): Includes revenue related to insurance and travel-related services provided to Interval Network members.
(12): Includes revenue related primarily to exchange and rental transaction activity and membership programs outside of the Interval Network and Hyatt Residence Club, sales of marketing materials primarily for point-of-sale developer use, and certain financial services-related fee income.
(13): Represents the compensation and other employee-related costs directly associated with managing properties that are included in both revenue and expenses and that are passed on to the property owners or homeowners associations without mark-up. Pass-through revenue of the Vacation Ownership segment also includes reimbursement of sales and marketing expenses, without mark-up, pursuant to contractual arrangements. Management believes presenting gross margin without these expenses provides management and investors a relevant period- over-period comparison.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

The following Management Discussion and Analysis provides a comparative discussion of the results of operations and financial condition of ILG for the three years ended December 31, 2014. This section should be read in conjunction with the consolidated financial statements and accompanying notes included in this Form 10-K for the year ended December 31, 2014, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). This discussion includes the following sections:

•: Management Overview
•: Critical Accounting Policies and Estimates
•: Results of Operations
•: Financial Position, Liquidity and Capital Resources
•: ILG's Principles of Financial Reporting
•: Reconciliations of Non-GAAP Measures

MANAGEMENT OVERVIEW

Organization

In the fourth quarter of 2014, as a result of the acquisition of HVO and its added sales and marketing capabilities, ILG reorganized its management structure. This realignment resulted in a change to our operating and reportable segments which are now Exchange and Rental, and Vacation Ownership. The Exchange and Rental operating segment consists of Interval, the TPI operated exchange business, Aston, Aqua and the HVO exchange business. The Vacation Ownership operating segment consists of the management related lines of business of VRI, TPI, VRI Europe and HVO, as well as the HVO sales and financing business.

Basis of Presentation and Accounting Estimates

The accompanying consolidated financial statements have been prepared in accordance with GAAP and reflect the financial position and operating results of ILG. ILG's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

Significant estimates underlying the accompanying consolidated financial statements include: the recovery of goodwill and long-lived and other intangible assets; purchase price allocations; the determination of deferred income taxes including related valuation allowances; the determination of deferred revenue and membership costs; and the determination of stock-based compensation. In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG and its subsidiaries are reasonable.

General Description of our Business

Interval Leisure Group, Inc., or ILG, is a leading global provider of non-traditional lodging, encompassing a portfolio of leisure businesses from exchange and vacation rental to vacation ownership.

Exchange & Rental Services

Interval, the principal business in our Exchange and Rental segment, has been a leader in the vacation exchange services industry since its founding in 1976. As of December 31, 2014, Interval's primary operation is the Interval Network, a quality global vacation ownership membership exchange network with:

•: a large and diversified base of participating resorts consisting of more than 2,900 resorts located in over 80 countries, including both leading independent and branded resort developers; and
•: approximately 1.8 million vacation ownership interest owners enrolled as members of the Interval Network.

Interval typically enters into multi-year contracts with developers of vacation ownership resorts, pursuant to which the resort developers agree to enroll all purchasers of vacation interests at the

applicable resort as members of an Interval exchange program. In return, Interval provides enrolled purchasers with the ability to exchange the use and occupancy of their vacation interest at the home resort/club system for the right to occupy accommodations at a different resort participating in an Interval exchange network. Through Interval's Getaways, members may rent resort accommodations for a fee without relinquishing the use of their vacation interest. In addition, Interval offers sales, marketing and operational support, consulting and back-office services, including reservation servicing, to certain resort developers participating in the Interval Network, upon their request and for additional consideration. We also operate additional exchange programs including the Hyatt Residence Club, which encompasses 16 resorts as of the end of 2014.

This segment also provides vacation rental through its Aston and Aqua businesses as part of a comprehensive package of rental, marketing and management services offered to vacation property owners, primarily of Hawaiian properties, as well as through the Interval Network. Revenue from our vacation rental business is derived principally from fees for rental services and related management of hotels, condominium resorts and homeowners' associations. Agreements with owners at many of vacation rental's managed hotel and condominium resorts provide that owners receive either specified percentages of the revenue generated under our management or, in limited instances, guaranteed dollar amounts. In these cases, the operating expenses for the rental operation are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and our vacation rental business either retains the balance (if any) as its fee or makes up the deficit. In other instances, fees for rental services generally consist of commissions earned on rentals. Management fees consist of a base management fee, and in some instances for hotels or condominium resorts, an incentive management fee which is generally a percentage of operating profits or improvement in operating profits. Service fee revenue is based on the services provided to owners including reservations, sales and marketing, property accounting and information technology services either internally or through third party providers.

The Exchange and Rental segment earns most of its revenue from (i) fees paid for membership in the Interval Network and the Hyatt Residence Club and (ii) Interval Network and Hyatt Residence Club transactional and service fees paid primarily for exchanges, Getaways, reservation servicing, and related transactions collectively referred to as "transaction revenue." Revenue is also derived from fees for ancillary products and services provided to members, fees from other exchange and rental programs and other products and services sold to developers.

Vacation Ownership Services

Revenue from the Vacation Ownership segment is derived principally from fees for vacation ownership resort and homeowners' association management services, sales of Hyatt® branded vacation ownership interests, interest income earned for financing these sales, and licensing, sales and marketing, and other fees charged to non-controlled developers of Hyatt Residence Club affiliated resorts.

We provide management services to nearly 200 vacation ownership properties and/or their associations through HVO, TPI, VRI and VRI Europe. TPI and VRI provide property management, homeowners' association management and related services to timeshare resorts in the United States, Canada and Mexico. VRI Europe manages vacation ownership resorts in Spain and the Canary Islands, the United Kingdom, France and Portugal. HVO provides management services for luxury and upper upscale resorts throughout the United States participating in the Hyatt Residence Club. Our management services are provided pursuant to agreements with terms generally ranging from one to ten years or more, many of which are automatically renewable. Management fees are negotiated amounts for management and other specified services, and at times are based on a cost-plus arrangement.

HVO sells, markets, finances, develops and/or licenses the brand for 16 vacation ownership resorts that participate in the Hyatt Residence Club. HVO sells traditional vacation ownership interests of weekly intervals and, at certain properties, fractional interests, as deeded real estate. These interests provide annual usage rights for a one-week or longer interval at a specific resort. Each purchaser is automatically enrolled in the Hyatt Residence Club. In connection with the sales of vacation ownership interests, we provide financing to eligible purchasers collateralized by the deeded interest. These loans generally bear interest at a fixed rate, have a term of up to 10 years and require a minimum 10% down payment. In addition, we receive fees for sales and marketing, brand licensing and other services provided to properties where the developer is not controlled by us. We have a global master license agreement with a subsidiary of Hyatt Hotels Corporation which provides us with an exclusive license for the use of Hyatt® brand with respect to shared ownership. The Hyatt Residence Club resorts are able to use the Hyatt brand through agreements with us. Marketing efforts for TPI, VRI and VRI Europe are focused on homeowners' associations of vacation ownership resorts. VRI Europe has an agreement with CLC World Resorts to source additional management opportunities, while HVO focuses its management services on Hyatt Residence Club resorts and associations.

International Revenue

International revenue increased 36.4% in 2014 compared to 2013, and 10.3% in 2013 compared to 2012. As a percentage of our total revenue, international revenue increased to 21.4% in 2014, from 19.2% in 2013, which was an increase from 18.5% in 2012. The increase in international revenue as a percentage of total revenue in 2013 is largely attributable to revenue from our VRI Europe joint venture commencing November 2013. The decrease in international revenue as a percentage of total revenue in 2012 is largely attributable to the February 2012 acquisition of VRI which operates entirely in the United States.

Other Factors Affecting Results

Exchange & Rental

The consolidation of resort developers driven by bankruptcies and the lack of receivables financing previously has resulted in a decrease in the flow of new members from point of sale to our exchange networks. Access to financing has returned to the industry following the recession and slow recovery. While fewer new projects have been constructed in the last several years, developers and homeowners' associations have been taking back vacation ownership interests which are available to be sold again. This allows developers to continue to generate sales revenues without significant capital expenditure for development and causes homeowners' associations at resorts that are no longer linked to a developer to look for efficient distribution channels to resell the inventory to preserve the maintenance fee paying owner base. Additionally, a high proportion of sales by developers are to their existing owners, which does not result in new members to the Interval Network.

Our 2014 results continue to be negatively affected by a shift in the percentage mix of the Interval Network membership base from traditional, direct renewal members to corporate members, a tightening in the availability of exchange and Getaway inventory and, to a lesser extent, during the first quarter of 2014, severe weather throughout much of the United States which limited demand to certain destinations with availability. In addition, during the first quarter we secured multi-year renewals with several large developer clients that account for approximately two-thirds of the Interval Network corporate members; however, the terms associated with these renewals have resulted in reduced profitability. Our corporate developer accounts enroll and renew their entire active owner base which

positively impacts our retention rate; however, these members tend to have a lower propensity to transact with us. Membership mix as of December 31, 2014 included 58% traditional and 42% corporate members, compared to 60% and 40%, respectively, as of December 31, 2013.

Our Exchange and Rental segment results are susceptible to variations in economic conditions, particularly in its largest vacation rental market, Hawaii. According to the Hawaii Tourism Authority, visitor arrivals by air in Hawaii increased 1.3% for the year ended December 31, 2014 compared to the prior year. The increase in visitors correlates with an overall increase of 4.2% in revenue per available room ("RevPAR") at Aston in Hawaii in 2014 compared to 2013, exclusive of Aqua for comparability purposes given its December 2013 acquisition date. The combined increase in RevPAR in Hawaii was driven by higher average daily rates.

As of the latest forecast (November 2014), the Hawaii Department of Business, Economic Development and Tourism forecasts increases of 1.9% in visitors to Hawaii and 3.6% in visitor expenditures in 2015 over 2014.

Vacation Ownership

For the United States based businesses, our management fees are paid by the homeowners' association and funded from the annual maintenance fees paid by the individual owners to the association. Most of VRI Europe revenue is based on a different model. Typically, VRI Europe charges vacation owners directly an annual fee intended to cover property management, all resort operating expenses and a management profit. Consequently, VRI Europe's business model normally operates at a lower gross margin than the other management businesses, when excluding pass-through revenue.

HVO, TPI and VRI also offer vacation rental services to individual timeshare owners and homeowners' associations. HVO provides management services to homeowners' associations and resorts that participate in the Hyatt Residence Club. VRI Europe manages resorts developed by CLC World Resorts, our joint venture partner in VRI Europe, as well as independent homeowners' associations. The loss of several of our largest management agreements could materially impact our Vacation Ownership business.

On October 1, 2014, in connection with the closing of the acquisition of HVO, our subsidiary entered into a Master License Agreement with a subsidiary of Hyatt Hotels Corporation. The Master License Agreement provides an exclusive license for the use of the Hyatt® brand in connection with the shared ownership business. Pursuant to the terms of the Master License Agreement, our subsidiary may continue to develop, market, sell and operate existing shared ownership projects as well as new shared ownership projects agreed to by us and Hyatt. HVO must comply with designated Hyatt® brand standards with respect to the operation of the licensed business. The initial term of the Master License Agreement expires on December 31, 2093, with three 20-year extensions subject to meeting sales performance tests. In consideration for the exclusive license and for access to Hyatt's various marketing channels, including the existing hotel loyalty program, we have agreed to pay Hyatt certain recurring royalty fees based on revenues generated from vacation ownership sales, management, rental and club dues collected by us related to the branded business. Hyatt may terminate the Master License Agreement upon the occurrence of certain uncured, material defaults by us. Such defaults include, but are not limited to, a substantial payment default, bankruptcy, a transfer in breach of the specified transfer restrictions or a material failure to comply with Hyatt® brand standards on a systemic level.

Business Acquisitions

On February 28, 2012, we acquired VRI, a non-developer provider of resort and homeowners association management services to the shared ownership industry. VRI was consolidated into our financial statements as of the acquisition date and the financial effect of this acquisition was not material to our consolidated financial statements; however, the year-over-year comparability for the year ended December 31, 2013 was affected as further discussed in our Results of Operations section.

On November 4, 2013, VRI Europe Limited purchased the European shared ownership resort management business of CLC for cash and issuance to CLC of shares totaling 24.5% of VRI Europe Limited, creating a joint venture. In connection with this arrangement, ILG has committed to issue a convertible secured loan for approximately $15 million to CLC which matures in five years with interest payable monthly. VRI Europe was consolidated into our financial statements as of the acquisition date and is included in our Vacation Ownership operating segment for segment reporting.

On December 12, 2103, we acquired all of the equity of Aqua Hospitality LLC and Aqua Hotels and Resorts, Inc., referred to as Aqua, a Hawaii-based hotel and resort management company representing more than 25 properties in Hawaii and Guam.

On October 1, 2014, we acquired the Hyatt Vacation Ownership business, or HVO, which provides vacation ownership services at 16 Hyatt Residence Club resorts, from subsidiaries of Hyatt Hotels Corporation. In connection with the acquisition, we entered into a long-term exclusive license for use of the Hyatt® brand with respect to the shared ownership business.

The financial effect of these acquisitions impacts the year-over-year comparability as further discussed in our Results of Operations section.

Liquidity

In April 2014, we entered into the first amendment to the June 21, 2012 amended and restated credit agreement which increases the revolving credit facility from $500 million to $600 million, extends the maturity of the credit facility to April 8, 2019 and provides for certain other amendments to covenants, as further discussed in Note 9 of the consolidated financial statements included in this report. The interest rate on the Amended Credit Agreement is based on (at our election) either LIBOR plus a predetermined margin that ranges from 1.25% to 2.25%, or the Base Rate as defined in the Amended Credit Agreement plus a predetermined margin that ranges from 0.25% to 1.25%, in each case based on our leverage ratio.

In September 2012, we redeemed all of our 9.5% senior notes at 100% of the principal amount plus accrued and unpaid interest to the redemption date, at which time the senior notes were no longer deemed to be outstanding and our obligations under the indenture, as previously supplemented, terminated. Additionally, the extinguishment of our senior notes resulted in a non-cash, pre-tax loss on extinguishment of debt of $17.9 million during the third quarter of 2012 principally pertaining to the acceleration of the original issue discount and the write-off of the related unamortized deferred debt issuance costs. This non-cash charge is presented as a separate line item within other income (expense) in our consolidated statement of income for the year ended December 31, 2012.

Outlook

We expect additional consolidation within the vacation ownership industry leading to increased competition in our Exchange and Rental business and reduced availability of exchange and Getaway inventory. Additionally, we anticipate continued margin compression and increased competition in our Exchange and Rental business.

For the vacation rental business, we expect year-over-year RevPAR to hold steady as the tourism recovery of its largest market, Hawaii, moderates. Additionally, airlift into the island chain remains a positive factor bolstering the Hawaiian tourism economy; however, limited airlift between islands and increases in the cost of a Hawaiian vacation may continue to negatively impact visitor arrivals and temper growth.

In the vacation management business, we expect independent homeowners' associations to be increasingly dependent on secondary sales of inventory to replace lost maintenance fees from an aging owner base. Changes in currency exchange rates will negatively affect the results of our VRI Europe subsidiaries.

Additionally, our completion of the HVO acquisition in the fourth quarter of 2014 will affect the year-over-year comparability of our results of operations for the year ended December 31, 2015.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates which are based on historical experience and on various other judgments and assumptions that we believe are reasonable under the circumstances. Actual outcomes could differ from those estimates.

Our significant accounting policies are discussed in Note 2 accompanying our consolidated financial statements and should be reviewed in connection with the following discussion. Set forth below are the policies and estimates that we have identified as critical to our business operations and an understanding of our results of operations, based on the high degree of judgment or complexity in their application.

Revenue Recognition

Exchange and Rental

Revenue, net of sales incentives, from membership fees in our Exchange and Rental segment is deferred and recognized over the terms of the applicable memberships, typically ranging from one to five years, on a straight-line basis. When multiple member benefits and services are provided over the term of the membership, revenue is recognized for each separable deliverable ratably over the membership period, as applicable. Generally, memberships are cancelable and refundable on a pro-rata basis, with the exception of our Platinum tier which is non-refundable. Direct costs of acquiring members (primarily commissions) and certain direct fulfillment costs related to deferred membership revenue are also deferred and amortized on a straight-line basis over the terms of the applicable memberships or benefit period, whichever is shorter. The recognition of previously deferred revenue and expense is based on estimates derived from an aggregation of member-level data.

Revenue from exchange and Getaway transactions is recognized when confirmation of the transaction is provided as the earnings process is complete. Reservation servicing revenue is recognized when service is performed or on a straight-line basis over the applicable service period. All taxable revenue transactions are presented on a net-of-tax basis.

at the culmination of the incentive period. Service fee revenue is based on the services provided to owners including reservations, sales and marketing, property accounting and information technology services either internally or through third party providers. Service fee revenue is recognized when the service is provided.

In certain instances we arrange services which are provided directly to property owners. Transactions for these services do not impact our consolidated financial statements as they are not included in our results of operations. Additionally, in most cases we employ on-site personnel to provide services such as housekeeping, maintenance and administration to property owners under our management agreements. For such services, we recognize revenue in an amount equal to the expenses incurred.

Vacation Ownership

The Vacation Ownership segment's revenue is derived principally from sales of vacation ownership intervals, fees for timeshare resort and homeowners' association management, and other management related services. Management fees in this segment consist of base management fees, service fees, and annual maintenance fees, as applicable.

ILG recognizes revenue from sales of vacation ownership intervals in accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) 970, Real Estate—General , and FASB ASC 978, Real Estate—Time-Sharing Activities . The stated sales price of the vacation ownership interests (VOI) are divided into separate revenue components, which include the revenue earned on the sale of the VOI and the revenue earned on the sales incentive given to the customer as motivation to purchase the VOI. ILG offers several types of sales incentives, including Hyatt Gold Passport Points, free bonus week, down payment credits to buyers, and waiver of first year maintenance fees.

Consolidated VOI sales are recognized and included in revenues after a binding sales contract has been executed, a 10% minimum down payment has been received as a measure of substantiating the purchaser's commitment, the rescission period has expired, and construction is substantially complete. Pursuant to accounting rules for real estate time-sharing transactions, as part of determining when we have met the criteria necessary for revenue recognition we must also take into consideration the fair value of certain incentives provided to the purchaser when assessing the adequacy of the purchaser's initial investment. The agreement for sale generally provides for a down payment and a note secured by a mortgage payable in monthly installments, including interest, over a period of up to 10 years. All payments received prior to the recognition of the sale as revenue are recognized in deferred revenue in the accompanying consolidated balance sheets. Customer deposits relating to contracts cancelled after the applicable rescission period are forfeited and recorded in other income at the time of forfeiture.

The provision for loan losses is recorded as an adjustment to sales of vacation ownership intervals in the accompanying consolidated statements of income rather than as an adjustment to bad debt expense. ILG records an estimate of uncollectible amounts at the time of the interval sale.

Annual maintenance fees are amounts paid by timeshare owners for maintaining and operating the respective properties, which includes management services, and is recognized on a straight-line basis over the respective annual maintenance period.

Deferred Revenue in a Business Combination

associated legal performance obligation we assumed as part of the acquisition, plus a normal profit margin. At times, this purchase accounting treatment results in lower amounts of revenue recognized in a reporting period following the acquisition than would have otherwise been recognized on a historical basis.

Multiple-Element Arrangements

When we enter into multiple-element arrangements, we are required to determine whether the deliverables in these arrangements should be treated as separate units of accounting for revenue recognition purposes and, if so, how the contract price should be allocated to each element. We analyze our contracts upon execution to determine the appropriate revenue recognition accounting treatment. Our determination of whether to recognize revenue for separate deliverables will depend on the terms and specifics of our products and arrangements as well as the nature of changes to our existing products and services, if any. The allocation of contract revenue to the various elements does not change the total revenue recognized from a transaction or arrangement, but may impact the timing of revenue recognition.

Vacation Ownership Mortgages Receivable and Allowance for Loan Losses

Consolidated vacation ownership mortgages receivable consist of loans to eligible customers who purchase vacation ownership interests and choose to finance their purchase. These mortgage receivables are collateralized by the underlying vacation ownership interest, generally bear interest at a fixed rate, have a typical term ranging from 5 - 10 years and are generally made available to customers who make a down payment on the purchase price within established credit guidelines.

Vacation ownership mortgages receivable are composed of mortgage loans related to our financing of vacation ownership interval sales. Included within our vacation ownership mortgages receivable are originated loans and loans acquired in connection with our acquisition of HVO. Acquired loans are segregated between those with deteriorated credit quality at acquisition and those deemed as performing. To make this determination, we consider such factors as credit collection history, past due status, non-accrual status, credit risk ratings, interest rates and the underlying collateral securing the loans. The fair value of acquired loans deemed performing is determined by discounting cash flows, both principal and interest, for the loan pool at market interest rates while giving consideration to anticipated future defaults. The difference between fair value and principal balances due at acquisition date is accreted to interest income, within consolidated revenue, over the estimated life of the loan pool.

Allowance for Loan Losses

For originated loans, we record an estimate of uncollectability as a reduction of sales of vacation ownership intervals in the accompanying consolidated statements of income at the time revenue is recognized on a vacation ownership interval sale. We evaluate our originated loan portfolio collectively as we hold a large group of largely homogeneous, smaller-balance, vacation ownership mortgages receivable. We use a technique referred to as static pool analysis, which tracks uncollectibles over the entire life of those mortgage receivable, as the basis for determining our general reserve requirements on our vacation ownership mortgages receivable. The adequacy of the related allowance is determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio, including defaults, aging, and historical write-offs of these receivables. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

We had $0.3 million of allowance for loan losses as of December 31, 2014, pertaining entirely to our originated loan portfolio. Changes in the estimates used in developing our default rates could result

in a material change to our allowance. A 10% increase to our default rates used in the allowance calculation would increase our allowance for loan losses by less than $0.1 million.

We determine our originated vacation ownership mortgages receivable to be nonperforming if either interest or principal is more than 120 days past due. All non-performing loans are placed on non-accrual status and we do not resume interest accrual until the receivable becomes contractually current. We apply payments we receive for vacation ownership notes receivable on non-performing status first to interest, then to principal, and any remainder to fees.

Loans acquired in connection with a business combination are recorded at their estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses on acquired loans is calculated using a similar methodology for originated loans.

Accounting for Business Combinations

The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets, estimated contingent consideration payments and/or pre-acquisition contingencies, all of which ultimately affect the fair value of goodwill established as of the acquisition date. Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date and is then subsequently tested for impairment at least annually.

As part of our accounting for business combinations we are required to determine the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. We base the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:

•: The expected use of the asset.
•: The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate.
•: Any legal, regulatory, or contractual provisions that may limit the useful life.
•: Our own historical experience in renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions.
•: The effects of obsolescence, demand, competition, and other economic factors.
•: The level of maintenance expenditures required to obtain the expected future cash flows from the asset.

If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean the same as infinite or indeterminate. The useful life of an intangible asset is indefinite if that life extends beyond the foreseeable horizon—that is, there is no

foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the acquired business.

Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to:

•: the estimated fair value of the acquisition-related contingent consideration, which is performed using a probability-weighted income approach based upon the forecasted achievement of post-acquisition pre-determined targets;
•: the future expected cash flows from sales of products and services and related contracts and agreements; and
•: discount and long-term growth rates.

Unanticipated events and circumstances may occur which could affect the accuracy or validity of our assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes resulting from events that occur after the acquisition date, such as changes in our estimated fair value of the targets that are expected to be achieved, will be recognized in earnings in the period of the change in estimated fair value.

Additionally, when acquiring a company who has recorded deferred revenue in its historical, pre-acquisition financial statements, we are required as part of purchase accounting to re-measure the deferred revenue as of the acquisition date. Deferred revenue is re-measured to represent solely the cost that relates to the associated legal performance obligation which we assumed as part of the acquisition, plus a normal profit margin representing the level of effort or assumption of risk assumed. Legal performance obligations that simply relate to the passage of time would not result in recognized deferred revenue as there is little to no associated cost.

Recoverability of Goodwill and Other Intangible Assets

Our Policy

Goodwill and other intangible assets are significant components of our consolidated balance sheets. Our policies regarding the valuation of intangible assets affect the amount of future amortization and possible impairment charges we may incur. Assumptions and estimates about future values and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as consumer spending habits and general economic trends, and internal factors such as changes in our business strategy and our internal forecasts.

Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date. In accordance with ASC Topic 350, "Intangibles—Goodwill and Other," we review the carrying value of goodwill and other intangible assets of each of our reporting units on an annual basis as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. Goodwill is tested for impairment based on either a qualitative assessment or a two-step impairment test. As of December 31, 2014, ILG identified

two reporting units within each of our Exchange and Rental, and Vacation Ownership operating segments as follows:

OPERATING SEGMENTS

Exchange and Rental		Vacation Ownership
Exchange reporting unit		VO management reporting unit
Rental reporting unit		VO sales and financing reporting unit

During the year, we monitor the actual performance of our reporting units relative to the fair value assumptions used in our annual impairment test, including potential events and changes in circumstance affecting our key estimates and assumptions.

Qualitative Assessment

The qualitative assessment may be elected in any given year pursuant to ASU 2011-08, "Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment" ("ASU 2011-08"). ASU 2011-08 amended the testing of goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of a reporting unit. If entities determine, on the basis of qualitative factors, that it is more-likely-than-not (i.e., a likelihood of more than 50 percent) that the fair value of the reporting unit is below the carrying amount, the two-step impairment test would be required. The guidance also provides the option to skip the qualitative assessment in any given year and proceed directly with the two-step impairment test at our discretion.

Two-step Impairment Test

The first step of the impairment test compares the fair value of each reporting unit with its carrying amount including goodwill. The fair value of each reporting unit is calculated using the average of an income approach and a market comparison approach which utilizes similar companies as the basis for the valuation. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. The impairment loss is determined by comparing the implied fair value of goodwill to the carrying value of goodwill. The implied fair value of goodwill represents the excess of the fair value of the reporting unit over amounts assigned to its net assets.

The determination of fair value utilizes an evaluation of historical and forecasted operating results and other estimates. Fair value measurements are generally determined through the use of valuation techniques that may include a discounted cash flow approach, which reflects our own assumptions of what market participants would use in pricing the asset or liability.

Indefinite-Lived Intangible Assets

Our intangible assets with indefinite lives relate principally to trade names, trademarks and certain resort management contracts. Pursuant to ASC 350, if an intangible asset is determined to have an indefinite useful life, it shall not be amortized until its useful life is determined to no longer be indefinite. Accordingly, we evaluate the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events or circumstances continue to support an indefinite useful life. As of December 31, 2014, there have been no changes to the indefinite life determination pertaining to these intangible assets.

In addition, an intangible asset that is not subject to amortization shall be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss equal to the excess is recorded. However, subsequent to July 2012, entities testing an indefinite-lived intangible asset for impairment have the option of performing a qualitative assessment before calculating the fair value of the asset. If entities determine, on the basis of qualitative factors, that the likelihood of the indefinite-lived intangible asset being impaired is below a "more-likely-than-not" threshold (i.e., a likelihood of more than 50 percent), the entity would not need to calculate the fair value of the asset.

2014 Annual Impairment Test

As of December 31, 2014, as a result of the reorganization of our management reporting structure and reporting units (see Note 15 to our consolidated financial statements), we assessed the carrying value of goodwill pursuant to the two-step impairment approach. The first step of the impairment test concluded the carrying value of each reporting unit did not exceed its fair value; consequently, the second step of the impairment test was not necessary and goodwill was not determined to be impaired.

As of October 1, 2014, prior to the reorganization of our management reporting structure and reporting units, we assessed the carrying value of goodwill and other intangible assets of each of our two reporting units. Goodwill assigned to Membership and Exchange, and Management and Rental, our reporting units as of that date, was $483.5 million and $57.4 million, respectively. We performed a qualitative assessment on each of our reporting units for the 2014 annual test and concluded that it was more-likely-than-not that the fair value of each reporting exceeded its carrying value and, therefore, a two-step impairment test was not necessary.

Key Estimates and Assumptions

The determination of fair value utilizes an evaluation of historical and forecasted operating results and other key assumptions made by management, including discount rates, utilized in the valuation of certain identifiable assets. Deterioration in macroeconomic conditions or in our results of operations or unforeseen negative events could adversely affect either of our reporting units and lead to a revision of the estimates used to calculate fair value. These key estimates and forecasted operating results may or may not occur or may be revised by management which may require us to recognize impairment losses in the future.

With respect to our exchange reporting unit's step one analysis, the primary examples of key estimates include our discount rate and forecasted sales growth rates. As previously noted, we use the average of an income approach and a market comparison approach to calculate the fair value of our reporting units. As a measure of sensitivity on the income approach, as of the date of our last impairment test, a hypothetical 10% change in both our discount and long-term growth rates would result in a change of $300 million in the income approach fair value of the reporting unit, or approximately 29% of the excess of the fair value of the reporting unit over its carrying value. In regards to the market comparison approach, a change in our selected EBITDA multiple by 10% would result in a change of approximately $300 million in the Exchange and Rental reporting unit's market comparison approach fair value, or approximately 29% of the excess of the reporting unit's fair value over its carrying value.

With respect to our rental reporting unit's step one analysis, the primary examples of key estimates include forecasted available and occupied room nights, average daily rates and long-term growth rates. As a measure of sensitivity on the income approach, as of the date of our last impairment test, a hypothetical 10% change to all four forecasted key estimates would result in a change of approximately

$37 million in our income approach fair value, or approximately 30% of the excess of the fair value of the reporting unit over its carrying value. In regards to the market comparison approach, a change in our selected EBITDA multiple by 10% would result in a change of approximately $34 million in the reporting unit's market comparison approach fair value, or approximately 14% of the excess of the reporting unit's fair value over its carrying value.

With respect to our VO management reporting unit's step one analysis, the primary examples of key estimates include our discount rate and forecasted growth rates. As a measure of sensitivity on the income approach, as of the date of our last impairment test, a hypothetical 10% change in both our discount and long-term growth rates would result in a change of $38 million in the income approach fair value of the reporting unit, or approximately 12% of the excess of the fair value of the reporting unit over its carrying value. In regards to the market comparison approach, a change in our selected EBITDA multiple by 10% would result in a change of approximately $26 million in this reporting unit's market comparison approach fair value, or approximately 4% of the excess of the reporting unit's fair value over its carrying value.

Our VO sales and financing reporting unit is solely comprised of HVO's sales and financing business acquired on October 1, 2014 which was recorded on our consolidated balance sheet at fair value as of that date. Consequently, we concluded the carrying value and fair value as of October 1, 2014 (our annual impairment test date) are equivalent and approximately equivalent as of December 31, 2014 in all material respects. Furthermore, in the intervening three months subsequent to the acquisition and through year-end, we did not identify any triggering events which required an interim impairment test relative to this reporting unit.

Key estimates and assumptions for our reporting units can be impacted by certain potential events and changes in circumstances, as follows:

Events and trends in the vacation ownership, vacation rental and travel industries that could adversely affect consumers travel to and vacation in certain destinations and regions in which vacation rental and managed properties are located, including events such as:

•: Declines in discretionary spending levels during general economic downturns.
•: Inclement weather and/or natural disasters.
•: Travel health concerns.
•: Concerns related to terrorism, enhanced travel security measures and/or geographical conflicts.

Additionally, key estimates and assumptions for our reporting units can be impacted by certain potential events and changes in circumstances specific to each reporting unit, such as:

General

•: A downturn or a weakening of the economy may cause decreased demand for purchases of vacation ownership interests and vacation rentals, may increase default rates among current owners and may increase refund requests from our members.
•: Failure to maintain brand standards could result in a Hyatt Residence Club property losing the brand and certain material systemic defaults could result in termination of the Master License Agreement.

Vacation Exchange

•: Lack of available financing for vacation property developers and consumers or the potential insolvency or consolidation of developers could adversely affect our ability to maintain and grow

our exchange network membership which could adversely affect our business, financial condition and results of operations

•: Our ability to maintain and renew contractual relationships with vacation ownership developers that provide new or corporate members and supply of resort accommodations for use in exchanges or Getaways.
•: Our ability to motivate members to renew their existing memberships and/or otherwise engage in transactions.

Vacation Rental

•: The failure to maintain existing hotel and condominium resort management and/or rental services arrangements with vacation property owners/homeowners associations, and/or insolvency of several properties managed by or marketed by us.
•: A significant decrease in the supply of available vacation rental accommodations due to ongoing property renovations.

Vacation Ownership—Management

•: Inability of our managed homeowners' associations to levy and collect sufficient maintenance fees to cover the costs to operate and maintain the resort properties; such properties may be forced to close or file bankruptcy and may terminate our management.
•: The failure to maintain existing timeshare resort management arrangements with vacation property owners/homeowners associations, and/or insolvency of several properties managed by or marketed by us.

Vacation Ownership—Sales and Financing

•: Lack of available financing for vacation property developers and consumers could adversely affect our ability to maintain and grow our vacation ownership sales and financing business which could adversely affect our business, financial condition and results of operations.
•: Inability to develop new projects, expand existing projects or otherwise acquire vacation ownership inventory for sale.

Recoverability of Long-Lived Assets

Our Policy

We review the carrying value of all long-lived assets, primarily property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of a long-lived asset (asset group) may be impaired. In accordance with guidance included within ASC Topic 360, "Property, Plant and Equipment," recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, we consider:

•: only the future cash flows that were directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group;
•: our own assumptions about our use of the asset group and all available evidence when estimating future cash flows;

•: potential events and changes in circumstance affecting our key estimates and assumptions;
•: the existing service potential of the asset (asset group) at the date tested.

If an asset (asset group) is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset (asset group) exceeds its fair value. When determining the fair value of the asset (asset group), we consider the highest and best use of the assets from a market-participant perspective. The fair value measurement is generally determined through the use of independent third party appraisals or an expected present value technique, both of which may include a discounted cash flow approach, which reflects our own assumptions of what market participants would utilize to price the asset (asset group).

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Assets to be abandoned, or from which no further benefit is expected, are written down to zero at the time that the determination is made and the assets are removed entirely from service.

Recoverability Test

For the years ended December 31, 2014 and 2013, we did not identify any events or changes in circumstances indicating that the carrying value of a long lived asset (or asset group) may be impaired; accordingly, a recoverability test has not been warranted.

Stock-Based Compensation

Stock-based compensation is accounted for under ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718"). On May 21, 2013, ILG adopted the Interval Leisure Group, Inc. 2013 Stock and Incentive Plan and stopped granting awards under the ILG 2008 Stock and Annual Incentive Plan. Both plans provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. Restricted stock units ("RSUs") are awards in the form of phantom shares or units, denominated in a hypothetical equivalent number of shares of ILG common stock and with the value of each award equal to the fair value of ILG common stock at the date of grant, except for RSUs subject to relative total shareholder return performance criteria, for which the fair value is based on a Monte Carlo simulation analysis as further discussed in Note 13 accompanying our consolidated financial statements. Each RSU is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. We grant awards subject to graded vesting (i.e. portions of the award vest at different times during the vesting period) or to cliff vesting (i.e. all awards vest at the end of the vesting period). In addition, certain RSUs are subject to attaining specific performance criteria.

ILG recognizes non-cash compensation expense for all RSUs held by ILG's employees and directors. For RSUs to be settled in stock, the accounting charge is measured at the grant date fair value of ILG common stock and expensed as non-cash compensation over the vesting term using the straight-line basis for service awards and the accelerated basis for performance-based awards with graded vesting. Certain cliff vesting awards with performance criteria are tied to anticipated future results of operations in determining the fair value of the award, while other cliff vesting awards with performance criteria are tied to the achievement of relative total shareholder return criteria. This value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line recognition method. The expense associated with RSU awards to be settled in cash is initially measured at fair value at the grant date and expensed ratably over the vesting term, recording a liability subject to mark-to-market adjustments for changes in the price of the respective common stock, as compensation expense.

Stock-based compensation is recorded within the same line item in our consolidated statements of income as the employee-related compensation of the award recipient, as disclosed in tabular format in Note 13 accompanying our consolidated financial statements.

The amount of stock-based compensation expense recognized in the consolidated statements of income is reduced by estimated forfeitures, as the amount recorded is based on awards ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods for any changes to the estimated forfeiture rate from that previously estimated. To the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is at least equal to the portion of the grant-date value of the award tranche that is actually vested at that date.

As of December 31, 2014, ILG had approximately $18.8 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is currently expected to be recognized over a weighted average period of approximately 2.0 years. Of the $18.8 million of unrecognized compensation cost, 60.6% relates to an employee class group comprised of certain key employees for which we do not expect RSUs to be forfeited. For awards in which we expect forfeitures to occur, a 10% change to our estimated forfeiture rate would have an impact of less than $50,000 to our unrecognized compensation cost as of December 31, 2014.

Income Taxes

Accounting for our income taxes requires significant judgment in the evaluation of our uncertain tax positions and in the calculation of our provision for income taxes. Pursuant to ASC Topic 740 "Income Taxes" ("ASC 740"), we adopted a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate available evidence to determine if it appears more likely than not that an uncertain tax position will be sustained on an audit by a taxing authority, based solely on the technical merits of the tax position. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settling the uncertain tax position.

Although we believe we have adequately reserved for our uncertain tax positions, the ultimate outcome of these tax matters may differ from our expectations. We adjust our reserves in light of changing facts and circumstances, such as the completion of a tax audit, expiration of the applicable statute of limitations, the refinement of an estimate, and interest accruals associated with uncertain tax positions until they are resolved. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. See Note 14 accompanying our consolidated financial statement.

Our future effective tax rates could be affected by changes in our deferred tax assets or liabilities, the valuation of our uncertain tax positions, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

RESULTS OF OPERATIONS

Revenue

	Year Ended December 31,

	2014		% Change			2013		% Change			2012
	(Dollars in thousands)
Exchange and Rental
Transaction revenue	$	193,206		(2.9	)%	$	198,933		0.3	%	$	198,434
Membership fee revenue		127,396		(5.8	)%		135,198		3.4	%		130,784
Ancillary member revenue		6,649		(3.0	)%		6,852		(1.8	)%		6,976

Total member revenue		327,251		(4.0	)%		340,983		1.4	%		336,194
Other revenue		25,262		5.2	%		24,024		11.5	%		21,538
Rental management revenue		48,148		60.7	%		29,956		10.6	%		27,075
Pass-through revenue		82,729		74.4	%		47,426		7.8	%		43,986

Total Exchange & Rental revenue		483,390		9.3	%		442,389		3.2	%		428,793

Vacation Ownership
Management fee revenue		92,017		121.2	%		41,595		49.2	%		27,871
Sales and financing revenue		9,478		NM			—		NM			—
Pass-through revenue		29,488		71.1	%		17,231		3.3	%		16,675

Total Vacation Ownership revenue		130,983		122.7	%		58,826		32.1	%		44,546

Total revenue	$	614,373		22.7	%	$	501,215		5.9	%	$	473,339

2014 compared to 2013

Revenue for the year ended December 31, 2014 of $614.4 million increased $113.2 million, or 22.6%, compared to revenue of $501.2 million in 2013. Exchange and Rental segment revenue of $483.4 million increased $41.0 million, or 9.3%, and Vacation Ownership segment revenue of $131.0 million increased $72.1 million, or 122.6%, in the year compared to 2013.

Exchange and Rental

Exchange and Rental segment revenue increased $41.0 million, or 9.3%, in 2014 compared to 2013. Excluding the impact of a $4.1 million correction of an immaterial prior period understatement of membership revenue recorded in the second quarter of 2013, Exchange and Rental revenue increased $45.1 million, or 10.3%, in 2014 compared to prior year. This increase of $45.1 million is primarily driven by higher rental management of $18.2 million and pass-through revenue of $35.3 million, partially offset by lower membership fee revenue of $3.7 million, and lower transaction revenue of $5.7 million. This increase in segment revenue is primarily due to the following:

•: Lower transaction revenue of $5.7 million primarily related to a drop in revenue from exchanges and Getaways. Lower transaction revenue from exchanges and Getaways was caused by a decline in transaction volume of 7.0%, partly offset by an increase of 4.4% in average fee per transaction. Lower transaction volume is related to the shift in percentage mix of the membership base from traditional to corporate, which reduced transaction propensity, coupled with a tightening in the availability of exchange and Getaway inventory mainly in the first quarter of 2014.
•: Lower membership fee revenue of $3.7 million in 2014 reflects the impact of less favorable membership fees associated with the multi-year renewals of several large corporate developer clients in the first quarter of 2014 when compared to prior arrangements, partially offset by a

$0.6 million settlement of a previously reserved membership fee receivable and the inclusion of HVO's club business subsequent to its October 1, 2014 acquisition. Additionally, the period was negatively affected by the shift in the percentage mix of our membership base from traditional to corporate members. This impact has been partly mitigated by continued improvement in the member base penetration of our Platinum and Club Interval products.

•: Increase in other revenue of $1.2 million primarily attributable to the inclusion of HVO's club business in our results subsequent to its acquisition.
•: Overall Interval Network average revenue per member was $180.55 in 2014, lower by 3.5% from $187.13 in the prior year period. Excluding the impact of the prior period item recorded in the second quarter of 2013, average revenue per member decreased 2.4% from $184.91 in the prior year.
•: Rental management income earned from managed hotel and condominium resort properties at Aston and Aqua increased $18.2 million, or 60.7%, in 2014, as a result of our acquisition of Aqua in December 2013.
•: Aston and Aqua combined RevPAR was $123.06, a decrease of 11.4% over prior year's Aston standalone results due to the inclusion of Aqua which operates at a lower RevPAR. Excluding Aqua, Aston RevPAR for 2014 of $137.17 was lower by 2.4% compared with RevPAR of $140.55 in the prior year as a result of newly-acquired rental management contracts on the mainland operating at a lower RevPAR. On a Hawaii-only basis, Aston's RevPAR increased 4.2% to $152.88 in 2014 compared to the prior year.
•: The increase in pass-through revenue of $35.3 million, or 74.4%, in 2014 is related to our acquisition of Aqua. Pass-through revenue (and related expenses) represents reimbursed compensation and other employee-related costs directly associated with managing properties that are included in both revenue and expenses and that are passed on to the property owners or homeowners associations without mark-up.

Vacation Ownership

The increase of $72.2 million, or 122.7%, in 2014 segment revenue reflects an increase of $50.4 million, or 121.2%, in management fee revenue, $9.5 million of incremental vacation ownership sales and financing revenue, and an increase in pass-through revenue of $12.3 million when compared to prior year. The increase in management fee revenue of $50.4 million is a result of incremental revenue from our VRI Europe acquisition in November 2013 and, to a lesser extent, incremental revenue from HVO subsequent to its October 2014 acquisition. The increase in pass-through revenue of $12.3 million, or 71.1%, in 2014 relates to our acquisition of HVO in the fourth quarter of 2014. Pass-through revenue of the Vacation Ownership segment also includes reimbursement of sales and marketing expenses, without mark-up, pursuant to contractual arrangements. During the quarter subsequent to its acquisition, HVO contributed vacation ownership sales and financing revenue of $9.5 million.

2013 compared to 2012

Revenue for the year ended December 31, 2013 of $501.2 million increased $27.9 million, or 5.9%, compared to revenue of $473.3 million in 2012. Exchange and Rental segment revenue of $442.4 million increased $13.6 million, or 3.2%, and Vacation Ownership segment revenue of $58.8 million increased $14.3 million, or 32.1%, in the year compared to 2012.

Exchange and Rental

Exchange and Rental segment revenue increased $13.6 million, or 3.2%, in 2013 compared to 2012. Impacting year over year comparability in the segment revenue is the $4.1 million correction in 2013. Excluding the impact of this correction made in 2013, Exchange and Rental segment revenue increased $9.5 million, or 2.2% compared to 2012. This change in segment revenue is primarily driven by the following:

•: Increase in membership fee revenue of $4.4 million mainly the result of a correction of an immaterial prior period understatement of membership revenue amounting to $4.1 million recorded during the second quarter of 2013, coupled with further adoption of Platinum and Club Interval products.
•: Increase in other revenue of $2.5 million primarily attributable to transaction activity and other membership programs outside of the Interval Network, coupled with higher sales of marketing materials primarily for point-of-sale developer use.
•: Increase in transaction revenue of $0.5 million mainly related to higher other transaction related fees and reservation servicing revenue of $0.9 million and $0.5 million, respectively, partly offset by a drop in revenue from exchanges and Getaways of $0.9 million. Lower transaction revenue from exchanges and Getaways was caused by a decrease in transaction volume of 2.0%, partly offset by an increase of 2.3% in average fee per transaction. Lower transaction volume is related to the continued shift in percentage mix of the membership base from traditional to corporate, which reduced transaction propensity.
•: Overall Interval Network average revenue per member was $187.13 in 2013, higher by 2.6% over the prior year period.
•: Rental management revenue earned from managed hotel and condominium resort properties at Aston and Aqua increased $2.9 million, or 10.6%, in 2013, partly driven by our acquisition of Aqua in December 2013.
•: Combined RevPAR was $138.90, an increase of 6.6% attributable to an 8.6% higher average daily rate during 2013 compared to prior year.
•: Increase in pass-through revenue of $3.4 million, or 7.8%, in 2013 partly related to our acquisition of Aqua, together with an increase resulting from the addition of new Aston properties under management.

Vacation Ownership

Vacation ownership segment revenue increased $14.3 million, or 32.1%, in 2013 compared to 2012. This increase is primarily driven by higher management fee revenue of $13.7 million, or 49.2%, which reflects $9.2 million of incremental revenue from our VRI Europe joint venture which commenced in November 2013, coupled with $4.6 million of two additional months of VRI's results included in the 2013 period. Additionally, pass-through revenue increased $0.6 million largely as a result of two additional months of VRI included in the 2013 period.

Cost of Sales

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Exchange and Rental
Exchange and rental expenses	$	101,139			3.1	%	$	98,136			1.0	%	$	97,167
Pass-through expenses		82,729			74.4	%		47,426			7.8	%		43,986

Total Exchange and Rental cost of sales		183,868			26.3	%		145,562			3.1	%		141,153

Gross margin		62.0	%		(7.7	)%		67.1	%		(0.4	)%		67.1	%
Gross margin without pass-through revenue/expenses		74.8	%		(0.5	)%		75.2	%		(0.3	)%		74.7	%
Vacation Ownership
Management, sales and financing expenses		51,125			205.8	%		16,717			60.3	%		10,431
Pass-through expenses		29,488			71.1	%		17,231			3.3	%		16,675

Total Vacation Ownership cost of sales		80,613			137.5	%		33,948			25.2	%		27,106

Total cost of sales	$	264,481			47.3	%	$	179,510			6.7	%	$	168,259



Gross margin		38.5	%		(9.1	)%		42.3	%		(0.4	)%		39.2	%
Gross margin without pass-through revenue/expenses		49.6	%		(17.0	)%		59.8	%		(0.3	)%		62.6	%
As a percentage of total revenue		43.0	%		20.2	%		35.8	%		0.8	%		35.5	%
As a percentage of total revenue excluding pass-through revenue		52.7	%		28.1	%		41.1	%		0.9	%		40.8	%
Gross margin		57.0	%		(11.3	)%		64.2	%		(0.4	)%		64.5	%
Gross margin without pass-through revenue/expenses		69.7	%		(5.4	)%		73.7	%		(0.3	)%		73.9	%

Cost of sales consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in providing services to members, property owners and/or guests of our respective segment businesses. Additionally, cost of sales includes other items such as costs necessary to operate certain of our managed properties, costs of rental inventory used primarily for Getaways included within the Exchange and Rental segment, costs associated with vacation ownership sales and related incentives, as well as recurring royalty fees related to our Hyatt-branded vacation ownership business.

2014 compared to 2013

Cost of sales in 2014 increased $85.0 million from 2013, consisting of increases of $38.3 million from our Exchange and Rental segment and $46.7 million from our Vacation Ownership segment. Overall gross margin, adjusted to exclude the impact of the prior period item, decreased by 696 basis points to 57.0% this year compared to 2013. The decrease in overall gross margin is due to the incremental gross profit contribution from our lower-margin Vacation Ownership segment relative to total ILG gross profit.

Exchange and Rental

Gross margin for the Exchange and Rental segment in 2014 decreased by 485 basis points to 62.0% when compared to the prior year and excluding the prior period item. Cost of sales for this segment rose $38.3 million, or 26.3%, from 2013 resulting from the inclusion of Aqua's results subsequent to its December 2013 acquisition and HVO's club business subsequent to its October 1,

2014 acquisition. This change was partly offset by lower purchased rental inventory expense of $1.3 million, together with a decrease in call center costs and related member servicing activities. The decline in purchased rental inventory expense was principally due to lower purchased inventory volumes, partly offset by an increase in the average cost per unit of this purchased inventory. Excluding the effect of pass-through revenue, gross margin of 74.8% for this segment in 2014 was relatively flat when compared to the prior year.

Vacation Ownership

The increase of $46.7 million in cost of sales from the Vacation Ownership segment was primarily attributable to the incremental costs of $47.4 million resulting from our VRI Europe and HVO acquisitions. Of this amount, $12.3 million represented incremental HVO pass-through expenses.

Incremental expenses related to our VRI Europe vacation ownership management business are primarily comprised of compensation and other employee-related costs as well as well as costs associated with maintaining and operating the respective resorts. Incremental expenses related to HVO's management and vacation ownership sales and financing activities include:

•: Cost of vacation ownership intervals sold in the period.
•: For certain resorts with company-owned inventory, we incur expenses related to subsidizing a portion of the resorts operating costs. This generally occurs for a period approximating five years subsequent to initial development or until at least 80% of the resort is sold and is no longer under the control of the respective developer.
•: Costs related to recurring royalty fees paid to Hyatt based on revenues generated from vacation ownership sales, management, rental and club dues collected by us related to the branded business.
•: Costs related to operating food and beverage establishments at managed vacation ownership resorts.
•: Compensation and other employee-related costs.

Gross margin of 38.5% for this segment decreased by 383 basis points when compared to the prior year. Excluding the effect of pass-through revenue, gross margin for this segment was 49.6% in the current year compared to 59.8% last year largely resulting from the incremental gross profit contribution from VRI Europe and HVO relative to total segment gross profit. VRI Europe's business model generally differs from our other management businesses with respect to the fee structure. Our other management businesses charge the association or property owner a management fee that is separate from the association/owner payments to maintain the property, while also recording pass-through revenues and expenses relating to certain reimbursed compensation and other employee-related costs directly associated with managing properties. Typically, VRI Europe charges vacation owners directly an annual fee intended to cover property management, all resort operating costs and a management profit.

2013 compared to 2012

Cost of sales for the year ended December 31, 2013 of $179.5 million increased $11.3 million from 2012, consisting of increases of $4.4 million and $6.8 million from our Exchange and Rental, and Vacation Ownership segments, respectively. Overall gross margin of 64.2% for 2013 remained relatively consistent year-over-year.

Exchange and Rental

Gross margin for the Exchange and Rental segment of 67.1% in 2013 was relatively flat when compared to the prior year. Cost of sales for this segment increased $4.4 million, or 3.1%, compared to the prior year. This increase was primarily attributable to higher pass-through expenses of $3.4 million driven in large part by our acquisition of Aqua in December 2013, an increase in purchased rental inventory expense of $0.9 million, higher compensation and other employee related costs and incremental Aqua expenses of $0.4 million. The increase in purchased rental inventory expense was due to a higher proportion of purchased inventory utilized during 2013, coupled with an increase in the average cost per unit of this purchased inventory. These items were partly offset by a drop in costs pertaining to our membership fulfillment activities when compared to prior year.

Vacation Ownership

The increase of $6.8 million in cost of sales from the Vacation Ownership segment was primarily attributable to $5.3 million of incremental expenses resulting from the inclusion of VRI Europe's results for two months, an increase of $0.6 million in segment pass-through expenses driven in large part by the additional two months of VRI's results included in the 2013 period and higher compensation and other employee related costs. Gross margin for this segment increased by 314 basis points to 42.3% in 2013 compared to 2012. Excluding the effect of pass-through revenue, gross margin for this segment decreased by 276 basis points to 59.8% during 2013 compared to the prior year.

Selling and Marketing Expense

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Exchange and Rental	$	58,020			9.3	%	$	53,100			0.3	%	$	53,120
Vacation Ownership		3,595			464.6	%		622			41.7	%		439

Total selling and marketing expense	$	61,615			14.5	%	$	53,722			0.3	%	$	53,559



As a percentage of total revenue		10.0	%		(6.4	)%		10.7	%		(5.3	)%		11.3	%
As a percentage of total revenue excluding pass-through revenue		12.3	%		(0.3	)%		12.3	%		(6.1	)%		13.1	%

Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales and sales support functions. Selling and marketing expenditures for our Exchange and Rental segment primarily include printing costs of directories and magazines, promotions, tradeshows, agency fees, marketing fees and related commissions.

Selling and marketing expenditures for our Vacation Ownership segment primarily relates to a range of marketing efforts aimed at generating prospects for our vacation ownership sales activities. These marketing efforts can include targeted promotional mailings, multi-night mini-vacation packages, telemarketing activities, premiums such as gift certificates and tickets to local attractions or events, the cost of renting space at off-property locations, and other costs related to encouraging potential owners to attend sales presentations.

2014 compared to 2013

Selling and marketing expense in 2014 increased $7.8 million, or 14.5%, compared to 2013. Higher sales and marketing spend of $4.9 million in our Exchange and Rental segment is attributable to increased marketing fees related to developer contract renewals during the year, partly offset by lower printing and postage costs associated with a revision to the distribution timing and format of Interval Network member publications, as well as lower sales commissions as compared to the prior year. The increase of $2.9 million in our Vacation Ownership segment pertains to incremental costs associated with our vacation ownership selling and marketing efforts subsequent to the acquisition of HVO in October 2014.

As a percentage of total revenue and total revenue excluding pass-through revenue, sales and marketing expense decreased 70 and 5 basis points, respectively, during 2014 compared to the prior year.

2013 compared to 2012

Selling and marketing expense in 2013 remained relatively in line with 2012. As a percentage of total revenue and total revenue excluding pass-through revenue, sales and marketing expense decreased 60 and 67 basis points, respectively, during 2013 compared to the prior year.

General and Administrative Expense

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
General and administrative expense	$	133,170			18.2	%	$	112,574			6.9	%	$	105,270
As a percentage of total revenue		21.7	%		(3.5	)%		22.5	%		1.0	%		22.2	%
As a percentage of total revenue excluding pass-through revenue		26.5	%		2.8	%		25.8	%		0.1	%		25.8	%

General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, human resources, information technology and executive management functions, as well as facilities costs, fees for professional services and other company-wide benefits.

2014 compared to 2013

General and administrative expense in 2014 increased $20.6 million from 2013 in large part due to incremental expenses of $9.5 million from the inclusion of our acquired businesses in our results of operations and higher professional fees of $3.8 million (excluding such incremental expenses from acquired businesses). Additionally, in the current year we incurred $1.9 million of additional restructuring expenses, consisting mainly of estimated costs of exiting contractual commitments and costs associated with workforce reorganizations, an increase of $4.5 million in overall compensation and other employee related costs (excluding incremental expenses from acquired businesses), and an unfavorable year-over-year change of $0.7 million in our estimated accrual for European Union VAT, as well as certain other miscellaneous cost increases. These increases were partly offset by a favorable year-over-year change of $2.1 million related to the estimated fair value of contingent consideration for acquisitions.

The increase in overall compensation and employee-related costs, excluding incremental expenses from acquired businesses, were driven predominantly by $3.5 million of higher health and welfare insurance expense primarily resulting from an increase in self-insured claim activity during the year compared to the prior year. The $3.8 million increase in professional fees primarily related to

accounting and legal services provided largely in connection with acquisition activities, together with additional costs related to certain IT initiatives.

As a percentage of total revenue and total revenue excluding pass-through revenue, general and administrative expense decreased 80 basis points and increased 71 basis points, respectively, during 2014 compared to the prior year.

2013 compared to 2012

General and administrative expense in 2013 increased $7.3 million from 2012, primarily due to incremental expenses of $2.8 million in the 2013 period from the inclusion of acquired businesses in our results of operations, higher professional fees of $4.9 million (excluding such incremental expenses from acquired businesses), and unfavorable year-over-year net changes of $1.2 million primarily related to the estimated fair value of contingent consideration for an acquisition, and certain other miscellaneous cost increases. These cost increases were partly offset by lower overall compensation and other employee related costs of $2.3 million, excluding incremental expenses from acquired business.

The $4.9 million increase in professional fees primarily related to accounting and legal services provided largely in connection with the VRI Europe transaction and the acquisition of Aqua, together with additional costs related to certain IT initiatives.

The $2.3 million decrease in overall compensation and other employee-related costs, excluding incremental expenses from acquired businesses, was primarily due to $2.2 million of lower health and welfare insurance expense primarily resulting from a drop in self-insured claim activity during 2013 compared to the prior year, $1.3 million of higher capitalized internal labor costs pertaining to internally developed software, and a $0.7 million decrease in non-cash compensation expense. These decreases were partly offset by higher salary and incentive related compensation.

As a percentage of total revenue and total revenue excluding pass-through revenue, general and administrative expense during 2013 increased 22 and 28 basis points, respectively, over the prior year.

Amortization Expense of Intangibles

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Amortization expense of intangibles	$	12,301			51.2	%	$	8,133			(64.7	)%	$	23,041
As a percentage of total revenue		2.0	%		23.4	%		1.6	%		(66.7	)%		4.9	%
As a percentage of total revenue excluding pass-through revenue		2.4	%		31.5	%		1.9	%		(66.6	)%		5.6	%

2014 compared to 2013

Amortization expense of intangibles for 2014 increased $4.2 million over 2013 due to incremental amortization expense pertaining to intangible assets of our recently acquired businesses. See Note 4 for additional discussion of newly-acquired intangible assets.

2013 compared to 2012

Amortization expense of intangibles for 2013 decreased $14.9 million from 2012 primarily due to certain intangible assets related to the acquisition by IAC of our Interval International business in 2002 being fully amortized by the end of the third quarter of 2012, partly offset by the incremental amortization expense in 2013 pertaining to intangible assets resulting from recently acquired businesses. See Note 4 for additional discussion of newly-acquired intangible assets.

Depreciation Expense

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Depreciation expense	$	15,712			8.1	%	$	14,531			8.2	%	$	13,429
As a percentage of total revenue		2.6	%		(11.8	)%		2.9	%		3.6	%		2.8	%
As a percentage of total revenue excluding pass-through revenue		3.1	%		(6.0	)%		3.3	%		—	%		3.3	%

2014 compared to 2013

Depreciation expense for 2014 increased $1.2 million over 2013 largely due to additional depreciable assets being placed in service subsequent to December 31, 2013, partly attributable to the inclusion of depreciable assets related to acquired businesses. These depreciable assets pertain primarily to software and related IT hardware.

2013 compared to 2012

Depreciation expense for 2013 increased $1.1 million over 2012 largely due to additional depreciable assets being placed in service subsequent to December 31, 2012. These depreciable assets pertain primarily to software and related IT hardware.

Operating Income

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Exchange and Rental	$	116,965			(10.3	)%	$	130,564			21.3	%	$	107,654
Vacation Ownership		10,129			363.8	%		2,181			2.5	%		2,127

Total operating income	$	127,094			(4.5	)%	$	132,745			20.9	%	$	109,781



As a percentage of total revenue		20.7	%		(21.9	)%		26.5	%		14.2	%		23.2	%
As a percentage of total revenue excluding pass-through revenue		25.3	%		(16.8	)%		30.4	%		14.3	%		26.6	%

2014 compared to 2013

Operating income in 2014 decreased $5.5 million from 2013, consisting of a $13.4 million decrease from our Exchange and Rental segment, offset in part by a $7.9 million increase from our Vacation Ownership segment. Excluding the $3.5 million impact related to the prior period items recorded in the second quarter of 2013, operating income in 2014 decreased $2.2 million, or 1.7%.

Operating income for our Exchange and Rental segment decreased $13.6 million to $117.0 million in 2014 compared to the prior year. Excluding the prior period item, operating income for this segment decreased $10.1 million over the comparable 2013 period. The drop in operating income was driven primarily by reduced profitability resulting from securing multi-year renewals from several of our largest corporate developer clients, an increase in certain operating expense items such as health and welfare insurance costs, and higher professional fees in part related to acquisition activities.

The increase in operating income of $7.9 million in our Vacation Ownership segment is primarily due to the incremental contributions from our recently acquired businesses, partly offset by higher professional fees largely related to acquisitions and expenses related to restructuring activities.

2013 compared to 2012

Operating income in 2013 increased $23.0 million from 2012, consisting of increases of $22.9 million from our Exchange and Rental segment and $0.1 million from our Vacation Ownership segment.

Operating income for our Exchange and Rental segment increased $22.9 million to $130.6 million in 2013 compared to the prior year. The increase in operating income was driven primarily by $15.3 million of lower amortization expense of intangibles and stronger year-over-year gross profit contribution.

Operating income for our Vacation Ownership segment of $2.2 million in 2013 compared to $2.1 million in the prior year reflects incremental contributions from our VRI Europe business acquired in November of 2013 together with improved operating results at our other management businesses driven largely by stronger management fee revenue; however, these favorable factors were mostly offset by higher professional fees largely related to acquisitions and an unfavorable year-over-year net change of $0.7 million mainly related to the estimated fair value of contingent consideration for an acquisition.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) is a non-GAAP measure and is defined in "ILG's Principles of Financial Reporting." Prior period amounts have been recast to conform to the current period definition of Adjusted EBITDA.

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Exchange and Rental	$	150,942			(3.8	)%	$	157,080			3.5	%	$	151,805
Vacation Ownership		24,198			164.1	%		9,163			74.1	%		5,263

Total adjusted EBITDA	$	175,140			5.5	%	$	166,243			5.8	%	$	157,068



As a percentage of total revenue		28.5	%		(14.1	)%		33.2	%		—	%		33.2	%
As a percentage of total revenue excluding pass-through revenue		34.9	%		(8.4	)%		38.1	%		—	%		38.1	%

2014 Compared to 2013

Adjusted EBITDA in 2014 increased by $9.1 million, or 5.5%, from 2013, consisting of a $15.0 million increase from our Vacation Ownership segment, offset in part by a $6.1 million decrease from our Exchange and Rental segment.

Adjusted EBITDA of $150.9 million from our Exchange and Rental segment declined by $6.1 million, or 3.9%, compared to the prior year. The drop in adjusted EBITDA is mainly correlated with a decline in transaction revenue in the period, lower member related fees and reduced profitability resulting from securing multi-year renewals from several of our largest corporate developer clients as well as lower transaction volume overall. Transaction revenue was adversely affected in the period by the shift in percentage mix of the membership base from traditional to corporate, which reduced transaction propensity, coupled with a tightening in the availability of exchange and Getaway inventory mainly during the first quarter of 2014. Additionally, adjusted EBITDA in the period was unfavorably impacted by an increase in overall compensation and other employee-related costs partly attributable to a rise in health and welfare insurance costs resulting from higher self-insured claim activity when compared to last year. These items were partially offset by the incremental contribution from our recently acquired Aqua business, positive contributions from our E-Plus, Platinum, and Club Interval

products, cost savings related to our call center and a revision to the distribution timing and format of Interval Network member publications.

Adjusted EBITDA from our Vacation Ownership segment rose by $15.0 million, or 164.1%, to $24.2 million in 2014 from $9.2 million in the prior year. The growth in adjusted EBITDA in this segment is driven by the incremental contribution from our recently acquired businesses. Of this incremental contribution, we recognized $4.6 million in equity in earnings from unconsolidated entities, principally HVO's joint venture in Maui, Hawaii which recognized in the fourth quarter of 2014 an accumulated amount of deferred revenue related to pre-construction sales upon receipt of its temporary certificate of occupancy.

2013 Compared to 2012

Adjusted EBITDA in 2013 increased by $9.2 million, or 5.8%, from 2012, consisting of increases of $5.3 million from our Exchange and Rental segment and $3.9 million from our Vacation Ownership segment.

Adjusted EBITDA of $157.1 million from our Exchange and Rental segment grew by $5.3 million, or 3.5%, compared to the prior year. The improvement in adjusted EBITDA is primarily driven by revenue growth largely attributable to the positive contributions from our Platinum and Club Interval products, higher transaction revenue and other revenue related to membership programs outside of the Interval Network, as well as the incremental contribution for our recently acquired Aqua business. Additionally, adjusted EBITDA in the period benefitted from lower compensation and employee-related costs within general and administrative expense, partly offset by higher professional fees incurred for services provided in connection with the property management infrastructure at Aston.

Adjusted EBITDA from our Vacation Ownership segment rose by $3.9 million, or 74.1%, to $9.2 million in 2013 from $5.3 million in 2012. The growth in adjusted EBITDA in this segment is principally driven by the incremental contribution from our VRI Europe business acquired in November 2013 together with delivering higher gross profit on a year-over-year comparable basis.

Other Income (Expense), net

	Year Ended December 31,

	2014			% Change			2013			% Change			2012
	(Dollars in thousands)
Interest income	$	412			13.8	%	$	362			(79.8	)%	$	1,792
Interest expense	$	(7,149	)		15.8	%	$	(6,172	)		(75.9	)%	$	(25,629	)
Equity in earnings from unconsolidated entities	$	4,630			NM		$	—			—	%	$	—
Other income (expense), net	$	2,012			NM		$	259			(110.5	)%	$	(2,456	)
Loss on extinguishment of debt	$	—			—	%	$	—			100.0	%	$	(18,527	)

2014 Compared to 2013

Interest income decreased $0.1 million in 2014 compared to 2013 due to certain loans receivable being outstanding and accruing interest for a portion of the first quarter of 2013 prior to settlement during that quarter.

Interest expense in 2014 relates to interest and amortization of debt costs on our amended and restated revolving credit facility. Higher interest expense in 2014 is primarily a function of a higher average balance outstanding on our revolver, particularly in the fourth quarter of 2014 in connection with funding the HVO acquisition, in addition to higher commitment fees on undrawn amounts on our revolving credit facility as a function of increasing the facility from $500 million to $600 million as part

of the April 2014 amendment. This was partly offset by lower average interest rate applicable to the period compared to prior year.

Equity in earnings from unconsolidated entities relates to noncontrolling investments that are recorded under the equity method of accounting; principally, our joint venture in Hawaii which developed a vacation ownership resort for the purpose of selling vacation ownership interests. Income and losses from this joint venture are allocated based on ownership interests. See Note 7 to our consolidated financial statements for further discussion.

Other income (expense), net primarily relates to net gains and losses on foreign currency exchange related to cash held in certain countries in currencies other than their local currency. Non-operating foreign exchange net gain was $2.3 million in 2014 compared to a net gain of $0.6 million in 2013. The favorable fluctuations during the year were primarily driven by U.S. dollar positions held at December 31, 2014 affected by the stronger dollar compared to the Mexican and Colombian pesos. The favorable fluctuations during the 2013 period were principally driven by U.S. dollar positions held at December 31, 2013 affected by the stronger dollar compared to the Colombian peso and the Egyptian pound, partly offset by the weaker dollar compared to the British pound.

2013 Compared to 2012

Interest income decreased $1.4 million in 2013 compared to 2012 primarily as a result of the repayment of certain loans receivable subsequent to August 2012.

Interest expense in 2012 primarily relates to interest and amortization of debt costs on our term loan and senior notes, which were extinguished on June 21, 2012 and September 4, 2012, respectively. Interest expense incurred from the fourth quarter of 2012 through December 31, 2013 relates to interest and amortization of debt costs on our amended and restated revolving credit facility entered into on June 21, 2012. Lower interest expense in 2013 is primarily due to lower average balance outstanding and interest rate under the revolving credit facility compared to the term loan and senior notes.

Other income (expense), net primarily relates to net gains and losses on foreign currency exchange related to cash held in certain countries in currencies other than their local currency. Non-operating foreign exchange for the year ended December 31, 2013 resulted in a net gain of $0.6 million compared to a net loss of $2.2 million in 2012. The favorable fluctuations during the 2013 period were principally driven by U.S. dollar positions held at December 31, 2013 affected by the stronger dollar compared to the Colombian peso and the Egyptian pound, partly offset by the weaker dollar compared to the British pound. The unfavorable fluctuations during 2012 were principally driven by U.S. dollar positions held at December 31, 2012 affected by the weaker dollar compared to the Mexican and Colombian pesos.

Additionally, in connection with the repayment of our term loan on June 21, 2012 and the redemption of our senior notes on September 4, 2012, we recognized a loss of $18.5 million in 2012 on the early extinguishment of this indebtedness resulting from the acceleration of related unamortized debt issuance costs and the remaining original issue discount on the senior notes. This loss is presented as a separate line item within other income (expense) in our consolidated statement of income for the year ended December 31, 2012.

Income Tax Provision

2014 Compared to 2013

For the years ended December 31, 2014 and 2013, ILG recorded income tax provisions for continuing operations of $45.1 million and $45.4 million, respectively, which represent effective tax rates of 35.5% and 35.7%, respectively. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower

rates. In 2014, the effective tax rate is lower than the prior year due to the shift in the proportion of income earned and taxed between the various jurisdictions. Additionally, ILG recorded income tax benefits of $0.5 million associated with the U.S. tax consequences of certain of ILG's foreign operations and other income tax items. During 2013, the effective tax rate also decreased due to income tax benefits recorded of $3.5 million associated with state income tax items attributable to the impact of a binding technical advisement that was issued by a state taxing authority. ILG also recorded in 2013 income taxes of $0.8 million associated with the U.S. tax consequences of certain of ILG's foreign operations and other income tax items, the most significant of which related to the effect of changes in tax laws in the U.K.

During 2013, the U.K. Finance Act of 2013 was enacted, which further reduced the U.K. corporate income tax rate to 21%, effective April 1, 2014 and 20%, effective April 1, 2015. The impact of the U.K. rate reduction to 21% and 20%, which reduced our U.K. net deferred tax asset and increased income tax expense, was reflected in the reporting period when the law was enacted. The change in the corporate tax rate initially negatively impacted income tax expense as the future benefit expected to be realized from our U.K. net deferred tax assets decreased; however, going forward, the lower corporate tax rate will decrease income tax expense and favorably impact our effective tax rate.

2013 Compared to 2012

For the years ended December 31, 2013 and 2012, ILG recorded income tax provisions for continuing operations of $45.4 million and $24.3 million, respectively, which represent effective tax rates of 35.7% and 37.3%, respectively. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates. In addition, during the fourth quarter of 2013, ILG recorded income tax benefits of $3.5 million associated with state income tax items attributable to the impact of a binding technical advisement that was issued by a state taxing authority, as discussed further below. ILG also recorded income taxes of $0.8 million associated with the U.S. tax consequences of certain of ILG's foreign operations and other income tax items, the most significant of which related to the effect of changes in tax laws in the U.K., as discussed further below. In 2012, ILG recorded income tax benefits of $0.9 million associated with the U.S. tax consequences of certain of ILG's foreign operations and other income tax items, the most significant of which related to the tax impact of ILG's redemption of the senior notes.

During 2012, the U.K. Finance Act of 2012 was enacted, which further reduced the U.K. corporate income tax rate to 24%, effective April 1, 2012 and 23%, effective April 1, 2013. The impact of the U.K. rate reduction to 24% and 23%, which reduced our U.K. net deferred tax asset and increased income tax expense, was reflected in the reporting period when the law was enacted. During the third quarter of 2013, the U.K. Finance Act of 2013 was enacted which further reduced the U.K. corporate income tax rate to 21%, effective April 1, 2014 and 20%, effective April 1, 2015. The impact of the U.K. rate reduction to 21% and 20% has been reflected in the 2013 reporting period. It reduced our U.K. net deferred tax asset and increased income tax expense by approximately $0.6 million. The change in the corporate tax rate initially negatively impacts income tax expense as the future benefit expected to be realized from our U.K. net deferred tax assets decreases; however, going forward, the lower corporate tax rate will decrease income tax expense and favorably impact our effective tax rate.

During the fourth quarter of 2013, we received the expected favorable binding technical advisement issued by a state taxing authority on state income tax items, which allowed us to use a more favorable apportionment methodology in that state. This advisement allowed us to decrease our unrecognized tax benefits, lower state income taxes for all prior open tax years following the spin-off from IAC, for which amended returns were filed, and reduce our U.S. net deferred tax liability, which further decreased income tax expense. State income tax benefits attributable to these items of approximately $3.5 million were recorded in the fourth quarter of 2013, all of which favorably impacted our effective tax rate. Additionally, this change in apportionment methodology lowered our current state effective tax rate, which reduced current year state income taxes and will continue to decrease income tax expense going forward and favorably impact our effective tax rate.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2014, we had $80.5 million of cash and cash equivalents, including $59.0 million of U.S. dollar equivalent or denominated cash deposits held by foreign subsidiaries which are subject to changes in foreign exchange rates. Of this amount, $41.4 million is held in foreign jurisdictions, principally the U.K. Earnings of foreign subsidiaries, except Venezuela, are permanently reinvested. Additional tax provisions would be required should such earnings be repatriated to the U.S. Cash generated by operations is used as our primary source of liquidity. Additionally, we are also exposed to risks associated with the repatriation of cash from certain of our foreign operations to the United States where currency restrictions exist, such as Venezuela and Argentina, which limit our ability to immediately access cash through repatriations. These currency restrictions had no impact on our overall liquidity during the year ended December 31, 2014 and, as of December 31, 2014, the respective cash balances were immaterial to our overall cash on hand.

We believe that our cash on hand along with our anticipated operating future cash flows and availability under our $600 million revolving credit facility, which may be increased to up to $700 million subject to certain conditions, are sufficient to fund our operating needs, quarterly cash dividend, capital expenditures, development and expansion of our operations, debt service, investments and other commitments and contingencies for at least the next twelve months. However, our operating cash flow may be impacted by macroeconomic and other factors outside of our control.

Cash Flows Discussion

Operating Activities

Net cash provided by operating activities increased to $110.7 million in 2014 from $109.9 million in 2013 which was up from $80.4 million in 2012. The increase of $0.8 million in 2014 from 2013 was principally due to higher net cash receipts, offset by higher payments of $13.2 million made in connection with long-term agreements, higher income taxes paid of $5.6 million, and higher interest paid of $1.2 million.

The increase of $29.4 million in 2013 from 2012 was principally due to lower interest paid of $26.0 million and higher net cash receipts, partially offset by higher income taxes paid of $17.1 million. Lower interest expense in 2013 is primarily due to lower average balance outstanding and interest rate under the revolving credit facility compared to the term loan and senior notes which were extinguished during 2012.

Investing Activities

Net cash used in investing activities of $258.3 million in 2014 primarily related to the acquisition, net of cash acquired, of $208.5 million, capital expenditures of $19.1 million primarily related to IT initiatives, funding of a loan to CLC of $15.1 million, purchases of trading investments of $10.7 million, and contributions to one of our joint ventures totaling $4.1 million. The purchases of trading investments represent mutual fund activity directed by participants in a deferred compensation plan offered by us. The mutual funds are held in a Rabbi trust.

In 2013, net cash used in investing activities of $134.0 million primarily related to the acquisitions, net of cash acquired, of $127.3 million, as well as the acquisition of certain property management contracts and other assets by our exchange and rental segment, and capital expenditures of $14.7 million primarily related to IT initiatives, all partially offset by the early repayment of an existing loan receivable totaling $9.9 million.

In 2012, net cash used in investing activities of $47.3 million primarily related to the VRI acquisition, net of cash acquired, of $40.0 million, disbursements totaling $9.5 million for investments in loans receivable, and capital expenditures of $15.0 million primarily related to IT initiatives, all partly

offset by the early repayments of existing loans receivable totaling $17.0 million. Interest on the loans receivable are due monthly or quarterly and in some instances may be paid in kind.

Financing Activities

Net cash provided by financing activities of $185.0 million in 2014 primarily related to net borrowings of $235.0 million on our revolving credit facility, and excess tax benefits from stock-based awards of $1.9 million, partly offset by cash dividends totaling $25.2 million, repurchases of our common stock which settled during the year at market prices totaling $14.1 million (including commissions), $7.3 million of contingent consideration payments related to acquisitions, withholding taxes on the vesting of restricted stock units of $3.9 million, and payment of $1.7 million of debt issuance costs related to the amendment of our credit facility in April 2014.

Net cash used in financing activities of $27.5 million in 2013 primarily related to principal payments of $70.0 million on our revolving credit facility, cash dividends totaling $18.9 million, and withholding taxes paid on the vesting of restricted stock units of $5.2 million. These uses of cash were partially offset by the $63.0 million drawn on our revolving credit facility in 2013, proceeds from excess tax benefits from stock-based awards and the exercise of stock options.

In 2012, net cash used in financing activities of $131.8 million was principally due to the redemption of our senior notes, principal payments of $56.0 million on the term loan, of which we paid $51.0 million from cash on-hand in June 2012 to fully extinguish the term loan, cash dividends totaling $28.4 million, payments of debt issuance costs of $3.9 million in connection with entering into our amended and restated credit agreement in June 2012, withholding taxes paid on the vesting of restricted stock units of $6.2 million and $1.1 million of the total $1.5 million contingent consideration payment related to an acquisition. These uses of cash were partially offset by proceeds of the $290.0 million drawn on our revolving credit facility to fund the redemption, proceeds from excess tax benefits from stock-based awards and the exercise of stock options.

In April 2014, we entered into the first amendment to our amended and restated credit agreement which increased the revolving line of credit from $500 million to $600 million, extended the maturity of the credit facility to April 2019 and provided for certain other amendments to covenants. The terms related to interest rates and commitment fees remain unchanged. As of December 31, 2014, borrowings outstanding under the revolving credit facility amounted to $488.0 million, with $103.7 million available to be drawn, net of any letters of credit.

Any principal amounts outstanding under the revolving credit facility are due at maturity. The interest rate on the amended credit agreement is based on (at our election) either LIBOR plus a predetermined margin that ranges from 1.25% to 2.25%, or the Base Rate as defined in the amended credit agreement plus a predetermined margin that ranges from 0.25% to 1.25%, in each case based on the our consolidated leverage ratio. As of December 31, 2014, the applicable margin was 1.75% per annum for LIBOR revolving loans and 0.75% per annum for Base Rate loans. The revolving credit facility has a commitment fee on undrawn amounts that ranges from 0.25% to 0.375% per annum based on our consolidated leverage ratio and as of December 31, 2014 the commitment fee was 0.275%.

The revolving credit facility has various financial and operating covenants that place significant restrictions on us, including our ability to incur additional indebtedness, to incur additional liens, issue redeemable stock and preferred stock, pay dividends or distributions or redeem or repurchase capital stock, prepay, redeem or repurchase debt, make loans and investments, enter into agreements that restrict distributions from our subsidiaries, sell assets and capital stock of our subsidiaries, enter into certain transactions with affiliates and consolidate or merge with or into or sell substantially all of our assets to another person. The revolving credit facility requires us to meet certain financial covenants regarding the maintenance of a maximum consolidated leverage ratio of consolidated debt, less credit

given for a portion of foreign cash, over consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined in the amended credit agreement. Currently, the maximum consolidated leverage ratio is 3.5x and the minimum consolidated interest coverage ratio is 3.0x. As of December 31, 2014, ILG was in compliance in all material respects with the requirements of all applicable financial and operating covenants and our consolidated leverage ratio and consolidated interest coverage ratio under the amended credit agreement were 2.88 and 20.69, respectively.

Free Cash Flow

Free cash flow is a non-GAAP measure and is defined in "ILG's Principles of Financial Reporting." For the years ended December 31, 2014, 2013 and 2012, free cash flow was $91.6 million, $95.2 million and $65.4 million, respectively. The change is mainly a result of the variance in net cash provided by operating activities as discussed above.

Dividends and Share Repurchases

In February, May, August and November 2014, our Board of Directors declared quarterly dividend payments of $0.11 per share paid in March, June, September and December 2014, respectively, of $6.3 million each. For the year ended December 31, 2014, we paid $25.2 million in cash dividends. In February 2015, our Board of Directors declared a $0.12 per share dividend payable March 31, 2015 to shareholders of record on March 17, 2015.

In May, August and November 2013, our Board of Directors declared quarterly dividend payments of $0.11 per share paid in June, September and December 2013, respectively, of $6.3 million each. For the year ended December 31, 2013, we paid $18.9 million in cash dividends.

Additionally, effective August 3, 2011 and June 4, 2014, ILG's Board of Directors authorized a share repurchase program for up to $25.0 million and $20.0 million, respectively, excluding commissions, of our outstanding common stock. During the year ended December 31, 2014, we repurchased 0.2 million shares of common stock for $4.1 million, including commissions, under the August 2011 repurchase program and 0.5 million shares of common stock for $10.0 million, including commissions, under the June 2014 repurchase program. As of December 31, 2014, the remaining availability for future repurchases of our common stock was $10.0 million. In February 2015, ILG's Board of Directors increased the share repurchase authorization to a total of $25 million.

Contractual Obligations and Commercial Commitments

We have funding commitments that could potentially require our performance in the event of demands by third parties or contingent events. At December 31, 2014, guarantees, surety bonds and letters of credit totaled $65.3 million. The total includes a guarantee by us of up to $36.7 million of the construction loan for the Maui project. The total also includes maximum exposure under guarantees of $17.9 million, which primarily relates to the vacation rental business's hotel and resort management agreements, including those with guaranteed dollar amounts, and accommodation leases supporting the vacation rental business's management activities, entered into on behalf of the property owners for which either party generally may terminate such leases upon 60 to 90 days prior written notice to the other.

In addition, certain of the vacation rental business's hotel and resort management agreements provide that owners receive specified percentages of the revenue generated under management. In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages, and we either retain the balance (if any) as our management fee or make up the deficit. Although such deficits are reasonably possible in a few of these agreements, as of December 31, 2014, future amounts are not expected to be significant, individually or in the aggregate. Certain of our vacation rental businesses also enter into agreements, as

principal, for services purchased on behalf of property owners for which they are subsequently reimbursed. As such, we are the primary obligor and may be liable for unreimbursed costs. As of December 31, 2014, amounts pending reimbursements are not significant.

As of December 31, 2014 our letters of credit totaled $8.3 million and were principally related to our Vacation Ownership sales and financing activities. More specifically, these letter of credits provide alternate assurance on amounts held in escrow which enable our developer entities to access purchaser deposits prior to closings, as well as provide a guarantee of maintenance fees owed by our developer entities during subsidy periods at a particular vacation ownership resort, among other items.

Contractual obligations and commercial commitments at December 31, 2014 are as follows:

	Payments Due by Period

Contractual Obligations	Total		Up to 1 year		1-3 years		3-5 years		More than 5 years
	(Dollars in thousands)
Debt principal(a)	$	488,000	$	—	$	—	$	488,000	$	—
Debt interest(a)		42,583		9,970		19,966		12,647		—
Purchase obligations(b)		80,044		19,609		31,343		15,092		14,000
Operating leases		60,948		14,308		22,211		14,596		9,833

Total contractual obligations	$	671,575	$	43,887	$	73,520	$	530,335	$	23,833

(a): Debt principal and projected debt interest represent principal and interest to be paid on our revolving credit facility based on the balance outstanding as of December 31, 2014. In addition, also included are certain fees associated with our revolving credit facility based on the unused borrowing capacity and outstanding letters of credit balances, if any, as of December 31, 2014. Interest on the revolving credit facility is calculated using the prevailing rates as of December 31, 2014.
(b): The purchase obligations primarily relate to future guaranteed purchases of rental inventory, operational support services, marketing related benefits and membership fulfillment benefits.

	Amount of Commitment Expiration Per Period

Other Commercial Commitments(c)	Total Amounts Committed		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(Dollars in thousands)
Guarantees, surety bonds and letters of credit	$	65,315	$	57,473	$	6,014	$	1,744	$	84

(c): Commercial commitments include minimum revenue guarantees related to hotel and resort management agreements, accommodation leases entered into on behalf of the property owners, and funding commitments that could potentially require performance in the event of demands by third parties or contingent events, such as under a letter of credit extended or under guarantees.

Off-Balance Sheet Arrangements

Except as disclosed above in our Contractual Obligations and Commercial Commitments (excluding "Debt principal"), as of December 31, 2013, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a) (4) (ii) of SEC Regulation S-K.

Recent Accounting Pronouncements

Refer to Note 2 accompanying our consolidated financial statements for a description of recent accounting pronouncements.

Seasonality

Refer to Note 1 accompanying our consolidated financial statements for a discussion on the impact of seasonality.

ILG'S PRINCIPLES OF FINANCIAL REPORTING

Definition of ILG's Non-GAAP Measures

Earnings before interest, taxes, depreciation and amortization (EBITDA) is defined as net income attributable to common stockholders excluding, if applicable: (1) non-operating interest income and interest expense, (2) income taxes, (3) depreciation expense, and (4) amortization expense of intangibles.

Adjusted EBITDA is defined as EBITDA excluding, if applicable: (1) non-cash compensation expense, (2) goodwill and asset impairments, (3) acquisition related and restructuring costs, (4) other non-operating income and expense, (5) the impact of correcting prior period items, and (6) other special items.

Adjusted net income is defined as net income attributable to common stockholders excluding the impact of (1) acquisition related and restructuring costs, (2) other non-operating foreign currency remeasurements, (3) correcting an immaterial prior period net understatement in the prior period financials, (4) excluding the 2012 non-cash loss on extinguishment of our indebtedness, net of tax, and (5) other special items.

Adjusted earnings per share (EPS) is defined as adjusted net income divided by the weighted average number of shares of common stock outstanding during the period for basic EPS and, additionally, inclusive of dilutive securities for diluted EPS.

Free cash flow is defined as cash provided by operating activities less capital expenditures.

Our presentation of above-mentioned non-GAAP measures may not be comparable to similarly-titled measures used by other companies. We believe these measures are useful to investors because they represent the consolidated operating results from our segments, excluding the effects of any non-core expenses. We also believe these non-GAAP financial measures improve the transparency of our disclosures, provide a meaningful presentation of our results from our business operations, excluding the impact of certain items not related to our core business operations and improve the period-to-period comparability of results from business operations. These non-GAAP measures have certain limitations in that they do not take into account the impact of certain expenses to our statement of operations; such as non-cash compensation and acquisition related and restructuring costs as it relates to adjusted EBITDA. We endeavor to compensate for the limitations of the non-GAAP measures presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

We report these non-GAAP measures as supplemental measures to results reported pursuant to GAAP. These measures are among the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to the same set of metrics that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures which are discussed below.

Items That Are Excluded From ILG's Non-GAAP Measures (as applicable)

Amortization expense of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as customer relationships, purchase agreements and resort management agreements are valued and amortized over their estimated lives. We believe that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

Depreciation expense is a non-cash expense relating to our property and equipment and is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over their estimated service lives.

Non-cash compensation expense consists principally of expense associated with the grants of restricted stock units. These expenses are not paid in cash, and we will include the related shares in our future calculations of diluted shares of stock outstanding. Upon vesting of restricted stock units, the awards will be settled, at our discretion, on a net basis, with us remitting the required tax withholding amount from our current funds.

Goodwill and asset impairments are non-cash expenses relating to adjustments to goodwill and long-lived assets whereby the carrying value exceeds the fair value of the related assets, and are infrequent in nature.

Acquisition related and restructuring costs are transaction fees, costs incurred in connection with performing due diligence, subsequent adjustments to our initial estimate of contingent consideration obligations associated with business acquisitions, and other direct costs related to acquisition activities. Additionally, this item includes certain restructuring charges primarily related to workforce reductions and estimated costs of exiting contractual commitments.

Other non-operating income and expense consists principally of foreign currency translations of cash held in certain countries in currencies, principally U.S. dollars, other than their functional currency, in addition to any gains or losses on extinguishment of debt.

RECONCILIATIONS OF NON-GAAP MEASURES

The following tables reconcile EBITDA and adjusted EBITDA to operating income for our operating segments, and to net income attributable to common stockholders in total for the years ended December 31, 2014, 2013 and 2012 (in thousands). The noncontrolling interest relates primarily to the Vacation Ownership segment.

	Year Ended December 31, 2014

	Exchange and Rental			Vacation Ownership			Consolidated
Adjusted EBITDA	$	150,942		$	24,198		$	175,140
Non-cash compensation expense		(9,510	)		(1,853	)		(11,363	)
Other non-operating income (expense), net		2,203			(191	)		2,012
Acquisition related and restructuring costs		(2,693	)		(4,365	)		(7,058	)

EBITDA		140,942			17,789			158,731
Amortization expense of intangibles		(7,058	)		(5,243	)		(12,301	)
Depreciation expense		(14,683	)		(1,029	)		(15,712	)
Less: Net income attributable to noncontrolling interests		31			2,987			3,018
Equity in earnings from unconsolidated entities		(64	)		(4,566	)		(4,630	)
Less: Other non-operating income (expense), net		(2,203	)		191			(2,012	)

Operating income	$	116,965		$	10,129			127,094



Interest income								412
Interest expense								(7,149	)
Other non-operating income, net								2,012
Equity in earnings from unconsolidated entities								4,630
Income tax provision								(45,051	)

Net income								81,948
Net income attributable to noncontrolling interests								(3,018	)

Net income attributable to common stockholders							$	78,930

	Year Ended December 31, 2013

	Exchange and Rental			Vacation Ownership			Consolidated
Adjusted EBITDA	$	157,080		$	9,163		$	166,243
Non-cash compensation expense		(9,741	)		(687	)		(10,428	)
Other non-operating income (expense), net		427			(168	)		259
Prior period item		3,496			—			3,496
Acquisition related and restructuring costs		(1,011	)		(3,456	)		(4,467	)

EBITDA		150,251			4,852			155,103
Amortization expense of intangibles		(5,126	)		(3,007	)		(8,133	)
Depreciation expense		(14,134	)		(397	)		(14,531	)
Less: Net income attributable to noncontrolling interests		—			565			565
Less: Other non-operating income (expense), net		(427	)		168			(259	)

Operating income	$	130,564		$	2,181			132,745



Interest income								362
Interest expense								(6,172	)
Other non-operating income, net								259
Income tax provision								(45,412	)

Net income								81,782
Net income attributable to noncontrolling interests								(565	)

Net income attributable to common stockholders							$	81,217

	Year Ended December 31, 2012

	Exchange and Rental			Vacation Ownership			Consolidated
Adjusted EBITDA	$	151,804		$	5,264		$	157,068
Non-cash compensation expense		(10,393	)		(538	)		(10,931	)
Other non-operating expense, net		(2,303	)		(153	)		(2,456	)
Acquisition related and restructuring costs		(135	)		242			107
Loss on extinguishment of debt		(18,527	)		—			(18,527	)

EBITDA		120,446			4,815			125,261
Amortization expense of intangibles		(20,444	)		(2,597	)		(23,041	)
Depreciation expense		(13,185	)		(244	)		(13,429	)
Less: Other non-operating expense, net		2,303			153			2,456
Less: Net income attributable to noncontrolling interests		7			—			7
Less: Loss on extinguishment of debt		18,527			—			18,527

Operating income	$	107,654		$	2,127			109,781



Interest income								1,792
Interest expense								(25,629	)
Other non-operating expense, net								(2,456	)
Loss on extinguishment of debt								(18,527	)
Income tax provision								(24,252	)

Net income								40,709
Net income attributable to noncontrolling interests								(7	)

Net income attributable to common stockholders							$	40,702

The following tables reconcile EBITDA and adjusted EBITDA to operating income for our operating segments for the quarters respective to years ended December 31, 2014 and 2013 (in thousands).

	Exchange and Rental

	Quarter Ended												Year Ended
	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014			December 31, 2014
Revenue	$	130,088		$	116,802		$	120,217		$	116,283		$	483,390
Cost of sales		49,025			44,782			44,186			45,875			183,868

Gross profit		81,063			72,020			76.031			70,408			299,522
Selling and marketing expense		14,.432			13,824			14,641			15,123			58,020
General and administrative expense		24,719			25,540			25,334			27,203			102,796
Amortization expense of intangibles		1,829			1,751			1,739			1,739			7,058
Depreciation expense		3,611			3,694			3,587			3,791			14,683

Operating income		36,472			27,211			30,730			22,552			116,965
Amortization expense of intangibles		1,829			1,751			1,739			1,739			7,058
Depreciation expense		3,611			3,694			3,587			3,791			14,683
Equity in earnings of unconsolidated entities		—			—			—			64			64
Net income attributable to noncontrolling interests		(18	)		—			(9	)		(4	)		(31	)
Other non-operating income (expense), net		17			(279	)		535			1,930			2,203

EBITDA		41,911			32,377			36,582			30,072			140,942
Non-cash compensation expense		2,479			2,261			2,423			2,347			9,510
Acquisition related and restructuring costs		351			988			385			969			2,693
Less: Other non-operating income (expense), net		(17	)		279			(535	)		(1,930	)		(2,203	)

Adjusted EBITDA	$	44,724		$	35,905		$	38,855		$	31,458		$	150,942

	Exchange and Rental

	Quarter Ended												Year Ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			December 31, 2013
Revenue	$	122,018		$	112,884		$	106,543		$	100,944		$	442,389
Cost of sales		39,292			36,338			34,881			35,051			145,562

Gross profit		82,726			76,546			71,662			65,893			296,827
Selling and marketing expense		13,609			14,106			12,794			12,591			53,100
General and administrative expense		21,996			23,738			23,156			25,013			93,903
Amortization expense of intangibles		1,266			1,266			1,291			1,303			5,126
Depreciation expense		3,577			3,611			3,417			3,529			14,134

Operating income		42,278			33,825			31,004			23,457			130,564
Amortization expense of intangibles		1,266			1,266			1,291			1,303			5,126
Depreciation expense		3,577			3,611			3,417			3,529			14,134
Net income attributable to noncontrolling interests		(6	)		1			(4	)		9			—
Other non-operating income (expense), net		(348	)		1,480			(70	)		(635	)		427

EBITDA		46,767			40,183			35,638			27,663			150,251
Non-cash compensation expense		2,414			2,418			2,440			2,469			9,741
Prior period item		—			(3,496	)		—			—			(3,496	)
Acquisition related and restructuring costs		212			(45	)		389			452			1,008
Less: Other non-operating income (expense), net		348			(1,480	)		70			635			(427	)

Adjusted EBITDA	$	49,741		$	37,580		$	38,537		$	31,219		$	157,077

	Vacation Ownership

	Quarter Ended												Year Ended
	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014			December 31, 2014
Revenue	$	26,953		$	26,726		$	26,466		$	50,838		$	130,983
Cost of sales		14,826			14,979			14,808			36,000			80,613

Gross profit		12,127			11,747			11,658			14,838			50,370
Selling and marketing expense		136			(15	)		159			3,315			3,595
General and administrative expense		6,719			5,711			6,005			11,939			30,374
Amortization expense of intangibles		1,137			1,144			1,140			1,822			5,243
Depreciation expense		182			182			178			487			1,029

Operating income (loss)		3,953			4,725			4,176			(2,725	)		10,129
Amortization expense of intangibles		1,137			1,144			1,140			1,822			5,243
Depreciation expense		182			182			178			487			1,029
Equity in earnings of unconsolidated entities		—			—			—			4,566			4,566
Net income attributable to noncontrolling interests		(961	)		(1,034	)		(800	)		(192	)		(2,987	)
Other non-operating income (expense), net		(153	)		(1	)		(24	)		(13	)		(191	)

EBITDA		4,158			5,016			4,670			3,945			17,789
Non-cash compensation expense		368			371			395			719			1,853
Acquisition related and restructuring costs		887			181			457			2,840			4,365
Less: Other non-operating income (expense), net		153			1			24			13			191

Adjusted EBITDA	$	5,566		$	5,569		$	5,546		$	7,517		$	24,198

	Vacation Ownership

	Quarter Ended												Year Ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			December 31, 2013
Revenue	$	12,863		$	12,099		$	12,613		$	21,251		$	58,826
Cost of sales		7,084			7,083			7,110			12,671			33,948

Gross profit		5,779			5,016			5,503			8,580			24,878
Selling and marketing expense		125			167			158			172			622
General and administrative expense		4,309			4,488			4,230			5,644			18,671
Amortization expense of intangibles		746			629			658			974			3,007
Depreciation expense		87			85			82			143			397

Operating income (loss)		512			(353	)		375			1,647			2,181
Amortization expense of intangibles		746			629			658			974			3,007
Depreciation expense		87			85			82			143			397
Net income attributable to noncontrolling interests		—			—			—			(565	)		(565	)
Other non-operating income (expense), net		(171	)		(2	)		5			—			(168	)

EBITDA		1,174			359			1,120			2,199			4,852
Non-cash compensation expense		144			168			169			206			687
Acquisition related and restructuring costs		540			645			1,051			1,220			3,456
Less: Other non-operating income (expense), net		171			2			(5	)		—			168

Adjusted EBITDA	$	2,029		$	1,174		$	2,335		$	3,625		$	9,163

The following tables present the inputs used to compute operating income and adjusted EBITDA margin for our operating segments for the years ended December 31, 2014, 2013 and 2012 (in thousands).

	Exchange and Rental

	Year Ended December 31,
	2014			2013			2012
Revenue	$	483,390		$	442,389		$	428,793
Revenue excluding pass-through revenue		400,661			394,963			384,807
Operating income		116,965			130,564			107,654
Adjusted EBITDA		150,942			157,080			151,804
Margin computations
Operating income margin		24.2	%		29.5	%		25.1	%
Operating income margin excluding pass-through revenue		29.2	%		33.1	%		28.0	%
Adjusted EBITA margin		31.2	%		35.5	%		35.4	%
Adjusted EBITDA margin excluding pass-through revenue		37.7	%		39.8	%		39.4	%

	Vacation Ownership

	Year Ended December 31,
	2014			2013			2012
Revenue	$	130,983		$	58,826		$	44,546
Revenue excluding pass-through revenue		101,495			41,955			27,871
Operating income		10,129			2,181			2,127
Adjusted EBITDA		24,198			9,163			5,264
Margin computations
Operating income margin		7.7	%		3.7	%		4.8	%
Operating income margin excluding pass-through revenue		10.0	%		5.2	%		7.6	%
Adjusted EBITA margin		18.5	%		15.6	%		11.8	%
Adjusted EBITDA margin excluding pass-through revenue		23..8	%		21.8	%		18.9	%

The following table reconciles cash provided by operating activities to free cash flow for the years ended December 31, 2014, 2013 and 2012 (in thousands).

	Year Ended December 31,

	2014			2013			2012
Net cash provided by operating activities	$	110,658		$	109,864		$	80,438
Less: Capital expenditures		(19,087	)		(14,700	)		(15,040	)

Free cash flow	$	91,571		$	95,164		$	65,398

The following tables reconcile net income attributable to common stockholders to adjusted net income, and to adjusted earnings per share for the years ended December 31, 2014, 2013 and 2012 (in thousands).

	Year Ended December 31,

	2014			2013			2012
Net income attributable to common stockholders	$	78,930		$	81,217		$	40,702
Prior period item		—			(3,496	)		—
Acquisition related and restructuring costs		7,058			4,467			(107	)
Other non-operating foreign currency remeasurements		(2,303	)		(589	)		2,159
Loss on extinguishment of debt		—			—			18,527
Income tax impact on adjusting items(1)		(1,852	)		(132	)		(8,075	)

Adjusted net income	$	81,833		$	81,467		$	53,206



Earnings per share attributable to common stockholders:
Basic	$	1.38		$	1.42		$	0.72
Diluted	$	1.36		$	1.40		$	0.71
Adjusted earnings per share:
Basic	$	1.43		$	1.42		$	0.94
Diluted	$	1.41		$	1.41		$	0.93
Weighted average number of common stock outstanding:
Basic		57,343			57,243			56,549
Diluted		57,943			57,832			57,248

	Year Ended December 31,

	2014						2013						2012
	Basic			Diluted			Basic			Diluted			Basic			Diluted
Earnings per share	$	1.38		$	1.36		$	1.42		$	1.40		$	0.72		$	0.71
Prior period item		—			—			(0.06	)		(0.06	)		—			—
Acquisition related and restructuring costs		0.12			0.12			0.08			0.08			(0.01	)		(0.00	)
Other non-operating foreign currency remeasurements		(0.04	)		(0.04	)		(0.01	)		(0.01	)		0.04			0.04
Loss on extinguishment of debt		—			—			—			—			0.33			0.32
Income tax impact of adjusting items(1)		(0.03	)		(0.03	)		(0.01	)		(0.00	)		(0.14	)		(0.14	)

Adjusted earnings per share	$	1.43		$	1.41		$	1.42		$	1.41		$	0.94		$	0.93

(1): Tax rate utilized is the applicable effective tax rate respective to the period to the extent amounts are deductible.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk

We conduct business in certain foreign markets, primarily in the United Kingdom and other European Union markets. Our foreign currency risk primarily relates to our investments in foreign subsidiaries that transact business in a functional currency other than the U.S. dollar. This exposure is mitigated as we have generally reinvested profits in our international operations. As currency exchange rates change, translation of the income statements of our international businesses into U.S. dollars affects year-over-year comparability of operating results.

In addition, we are exposed to foreign currency risk related to transactions and/or assets and liabilities denominated in a currency other than the functional currency. Historically, we have not hedged currency risks. However, our foreign currency exposure related to EU VAT liabilities denominated in euros is offset by euro denominated cash balances.

Furthermore, in an effort to mitigate economic risk, we hold U.S. dollars in certain subsidiaries that have a functional currency other than the U.S. dollar.

Operating foreign currency exchange for the years ended December 31, 2014, 2013 and 2012 resulted in net gains of $0.4 million for the year ended December 31, 2104 and in net losses of $0.1 million for each of the years ended December 31, 2013 and 2012, attributable to foreign currency remeasurements of operating assets and liabilities denominated in a currency other than their functional currency.

Non- operating foreign currency exchange included a net gain of $2.3 million and $0.6 million for the years ended December 31, 2014 and 2013, respectively, and a net loss of $2.2 million for the year ended December 31, 2012, attributable to cash held in certain countries in currencies other than their functional currency. The favorable fluctuation for the year ended December 31, 2014 was principally driven by U.S. dollar positions held at December 31, 2014 affected by the stronger dollar compared to the Mexican peso and Colombian peso. The favorable fluctuation for the year ended December 31, 2013 was principally driven by U.S. dollar positions held at December 31, 2013 affected by the stronger dollar compared to the Colombian peso and the Egyptian pound, partly offset by the weaker dollar compared to the British pound. The unfavorable fluctuation for the year ended December 31, 2012 was principally driven by U.S. dollar positions held at December 31, 2012 affected by the weaker dollar compared to the Mexican peso and Colombian peso.

Our operations in international markets are exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on us is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing, operating and hedging strategies. A hypothetical 10% weakening/strengthening in foreign exchange rates to the U.S. dollar for the year ended December 31, 2014 would result in an approximate change to revenue of $7.4 million. There have been no material quantitative changes in market risk exposures since December 31, 2012.

Interest Rate Risk

We are exposed to interest rate risk through borrowings under our April 2014 amended credit agreement which bears interest at variable rates. The interest rate on the amended credit agreement is based on (at our election) either LIBOR plus a predetermined margin that ranges from 1.25% to 2.25%, or the Base Rate as defined in the amended credit agreement plus a predetermined margin that ranges from 0.25% to 1.25%, in each case based on ILG's leverage ratio. As of December 31, 2014, the applicable margin was 1.75% per annum for LIBOR revolving loans and 0.75% per annum for Base Rate loans. During 2014, we had at least $248 million outstanding under our revolving credit facility; a 100 basis point change in interest rates would result in an approximate change to interest expense of $3.2 million for the current year. While we currently do not hedge our interest rate exposure, this risk is somewhat mitigated by variable interest rates earned on our cash balances.

Item 8. Financial Statements and Supplementary Data

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS

		PAGE

Audited Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		90
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012		91
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012		92
Consolidated Balance Sheets as of December 31, 2014 and 2013		93
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013 and 2012		94
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012		95
Notes to Consolidated Financial Statements		96
Schedule II—Valuation and Qualifying Accounts		166

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Interval Leisure Group, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of Interval Leisure Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Interval Leisure Group, Inc. and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Interval Leisure Group, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated, February 27, 2015 expressed an unqualified opinion thereon.


		/s/ ERNST & YOUNG LLP Certified Public Accountants

Miami, Florida
February 27, 2015

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended December 31,

	2014			2013			2012
Revenue	$	614,373		$	501,215		$	473,339
Cost of sales (exclusive of depreciation and amortization shown separately below)		264,481			179,510			168,259

Gross profit		349,892			321,705			305,080
Selling and marketing expense		61,615			53,722			53,559
General and administrative expense		133,170			112,574			105,270
Amortization expense of intangibles		12,301			8,133			23,041
Depreciation expense		15,712			14,531			13,429

Operating income		127,094			132,745			109,781
Other income (expense):
Interest income		412			362			1,792
Interest expense		(7,149	)		(6,172	)		(25,629	)
Other income (expense), net		2,012			259			(2,456	)
Loss on extinguishment of debt		—			—			(18,527	)
Equity in earnings from unconsolidated entities		4,630			—			—

Total other expense, net		(95	)		(5,551	)		(44,820	)

Earnings before income taxes and noncontrolling interests		126,999			127,194			64,961
Income tax provision		(45,051	)		(45,412	)		(24,252	)

Net income		81,948			81,782			40,709
Net income attributable to noncontrolling interests		(3,018	)		(565	)		(7	)

Net income attributable to common stockholders	$	78,930		$	81,217		$	40,702



Earnings per share attributable to common stockholders:
Basic	$	1.38		$	1.42		$	0.72
Diluted	$	1.36		$	1.40		$	0.71
Weighted average number of shares of common stock outstanding:
Basic		57,343			57,243			56,549
Diluted		57,953			57,832			57,248
Dividends declared per share of common stock	$	0.44		$	0.33		$	0.50

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended December 31,

	2014			2013			2012
Net income	$	81,948		$	81,782		$	40,709
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(11,725	)		1,800			3,285

Total comprehensive income, net of tax		70,223			83,582			43,994

Less: Net income attributable to noncontrolling interests, net of tax		(3,018	)		(565	)		(7	)
Less: Other comprehensive loss (income) attributable to noncontrolling interests		2,322			(796	)		—

Total comprehensive loss (income) attributable to noncontrolling interests		(696	)		(1,361	)		(7	)

Comprehensive income attributable to common stockholders	$	69,527		$	82,221		$	43,987

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31, 2014			December 31, 2013

ASSETS
Cash and cash equivalents	$	80,493		$	48,462
Restricted cash and cash equivalents		19,984			7,421
Accounts receivable, net of allowance of $193 and $290, respectively		45,850			39,819
Vacation ownership mortgages receivable, net		7,169			—
Vacation ownership inventory		54,061			—
Deferred income taxes		16,441			17,714
Deferred membership costs		8,716			9,828
Prepaid income taxes		22,029			11,211
Prepaid expenses and other current assets		30,230			24,107

Total current assets		284,973			158,562
Vacation ownership mortgages receivable, net		29,333			—
Investments in unconsolidated entities		33,486			—
Property and equipment, net		86,601			59,556
Goodwill		562,250			540,839
Intangible assets, net		268,875			225,864
Deferred membership costs		10,948			10,741
Deferred income taxes		112			3,820
Other non-current assets		51,041			25,237

TOTAL ASSETS	$	1,327,619		$	1,024,619



LIABILITIES AND EQUITY
LIABILITIES:
Accounts payable, trade	$	39,082		$	13,793
Deferred revenue		89,850			92,503
Accrued compensation and benefits		28,891			23,214
Member deposits		8,222			8,977
Accrued expenses and other current liabilities		47,923			51,071

Total current liabilities		213,968			189,558
Long-term debt		488,000			253,000
Other long-term liabilities		18,247			14,156
Deferred revenue		93,730			100,494
Deferred income taxes		92,869			90,452

Total liabilities		906,814			647,660

Redeemable noncontrolling interest		457			426
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Preferred stock—authorized 25,000,000 shares, of which 100,000 shares are designated Series A Junior Participating Preferred Stock; $0.01 par value; none issued and outstanding		—			—
Common stock—authorized 300,000,000 shares; $.01 par value; issued 59,463,200 and 59,124,834 shares, respectively		595			591
Treasury stock—2,363,324 and 1,697,360 shares at cost, respectively		(35,034	)		(20,913	)
Additional paid-in capital		201,834			191,106
Retained earnings		235,945			182,935
Accumulated other comprehensive loss		(19,297	)		(9,894	)

Total ILG stockholders' equity		384,043			343,825

Noncontrolling interests		36,305			32,708

Total equity		420,348			376,533

TOTAL LIABILITIES AND EQUITY	$	1,327,619		$	1,024,619

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share data)

										Common Stock				Treasury Stock											Accumulated Other Comprehensive Loss

	Total Equity			Noncontrolling Interest			Total ILG Stockholders' Equity			Common Stock				Treasury Stock					Additional Paid-in Capital			Retained Earnings
	Total Equity			Noncontrolling Interest			Total ILG Stockholders' Equity			Amount		Shares		Amount			Shares		Additional Paid-in Capital			Retained Earnings
Balance as of December 31, 2011	$	248,685		$	—		$	248,685		$	577		57,712,621	$	(20,913	)		1,697,360	$	173,518		$	109,686		$	(14,183	)
Net income attributable to common stockholders		40,702			—			40,702			—		—		—			—		—			40,702			—
Other comprehensive income, net of tax		3,285			—			3,285			—		—		—			—		—			—			3,285
Non-cash compensation expense		10,931			—			10,931			—		—		—			—		10,931			—			—
Issuance of common stock upon exercise of stock options		659			—			659			—		52,718		—			—		659			—			—
Issuance of common stock upon vesting of restricted stock units, net of withholding taxes		(6,182	)		—			(6,182	)		9		787,926		—			—		(6,191	)		—			—
Change in excess tax benefits from stock-based awards		2,554			—			2,554			—		—		—			—		2,554			—			—
Deferred stock compensation		(202	)		—			(202	)		—		—		—			—		(202	)		—			—
Dividends declared on common stock		(28,366	)		—			(28,366	)		—		—		—			—		862			(29,228	)		—

Balance as of December 31, 2012	$	272,066		$	—		$	272,066		$	586		58,553,265	$	(20,913	)		1,697,360	$	182,131		$	121,160		$	(10,898	)
Net income attributable to common stockholders		81,782			565			81,217			—		—		—			—		—			81,217			—
Other comprehensive income, net of tax		1,800			796			1,004			—		—		—			—		—			—			1,004
Non-cash compensation expense		10,428			—			10,428			—		—		—			—		10,428			—			—
Issuance of noncontrolling interest from acquisition		31,347			31,347			—			—		—		—			—		—			—			—
Issuance of common stock upon exercise of stock options		889			—			889			—		51,821		—			—		889			—			—
Issuance of common stock upon vesting of restricted stock units, net of withholding taxes		(5,234	)		—			(5,234	)		5		519,748		—			—		(5,239	)		—			—
Change in excess tax benefits from stock-based awards		2,864			—			2,864			—		—		—			—		2,864			—			—
Deferred stock compensation		(475	)		—			(475	)		—		—		—			—		(475	)		—			—
Dividends declared on common stock		(18,934	)		—			(18,934	)		—		—		—			—		508			(19,442	)		—

Balance as of December 31, 2013	$	376,533		$	32,708		$	343,825		$	591		59,124,834	$	(20,913	)		1,697,360	$	191,106		$	182,935		$	(9,894	)
Net income attributable to common stockholders		81,916			2,986			78,930			—		—		—			—		—			78,930			—
Other comprehensive loss, net of tax		(11,725	)		(2,322	)		(9,403	)		—		—		—			—		—			—			(9,403	)
Non-cash compensation expense		11,363			—			11,363			—		—		—			—		11,363			—			—
Acquisition of noncontrolling interests		3,327			3,327			—			—		—		—			—		—			—			—
Adjustment to noncontrolling interest from prior year acquisition		(394	)		(394	)		—			—		—		—			—		—			—			—
Issuance of common stock upon exercise of stock options		341			—			341			—		15,629		—			—		341			—			—
Issuance of common stock upon vesting of restricted stock units, net of withholding taxes		(3,941	)		—			(3,941	)		4		322,737		—			—		(3,945	)		—			—
Change in excess tax benefits from stock-based awards		1,883			—			1,883			—		—		—			—		1,883			—			—
Deferred stock compensation		409			—			409			—		—		—			—		409			—			—
Dividends declared on common stock		(25,243	)		—			(25,243	)		—		—		—			—		677			(25,920	)		—
Repurchases of common stock		(14,121	)		—			(14,121	)		—		—		(14,121	)		665,964		—			—			—

Balance as of December 31, 2014	$	420,348		$	36,305		$	384,043		$	595		59,463,200	$	(35,034	)		2,363,324	$	201,834		$	235,945		$	(19,297	)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,

	2014			2013			2012
	(In thousands)
Cash flows from operating activities:
Net income	$	81,948		$	81,782		$	40,709
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization expense of intangibles		12,301			8,133			23,041
Amortization of debt issuance costs		830			783			1,376
Depreciation expense		15,712			14,531			13,429
Accretion of original issue discount		—			—			1,840
Non-cash compensation expense		11,363			10,428			10,931
Non-cash interest expense		14			342			433
Non-cash interest income		41			—			(850	)
Deferred income taxes		7,150			(1,569	)		6,507
Equity in earnings from unconsolidated entities		(4,630	)		—			—
Excess tax benefits from stock-based awards		(1,900	)		(2,869	)		(3,017	)
Loss (gain) on disposal of property and equipment		18			191			(256	)
Loss on extinguishment of debt		—			—			18,527
Change in fair value of contingent consideration		(1,606	)		485			(544	)
Changes in operating assets and liabilities:
Accounts receivable		2,906			(661	)		(2,945	)
Vacation ownership mortgages receivable		125			—			—
Vacation ownership inventory		1,742			—			—
Prepaid expenses and other current assets		5,877			5,512			(918	)
Prepaid income taxes and income taxes payable		(10,407	)		4,231			(7,947	)
Accounts payable and other current liabilities		2,989			29			(18,004	)
Payment of contingent consideration		(1,184	)		—			(443	)
Deferred revenue		(6,688	)		(13,934	)		(5,414	)
Other, net		(5,943	)		2,450			3,983

Net cash provided by operating activities		110,658			109,864			80,438

Cash flows from investing activities:
Acquisitions, net of cash acquired		(208,523	)		(127,266	)		(39,963	)
Acquisition of assets		—			(1,952	)		—
Contributions to investments in unconsolidated entities		(4,125	)
Capital expenditures		(19,087	)		(14,700	)		(15,040	)
Proceeds from disposal of property and equipment		—			10			230
Investment in financing receivables		(15,897	)		—			(9,480	)
Payments received on financing receivables		—			9,876			16,989
Purchases of trading investments		(10,667	)		—			—

Net cash used in investing activities		(258,299	)		(134,032	)		(47,264	)

Cash flows from financing activities:
Principal payments on term loan		—			—			(56,000	)
Redemption of senior notes		—			—			(300,000	)
Borrowings (payments) on revolving credit facility, net		235,000			(7,000	)		260,000
Payments of debt issuance costs		(1,711	)		—			(3,912	)
Purchases of treasury stock		(14,121	)		—			—
Dividend payments		(25,243	)		(18,934	)		(28,366	)
Payment of contingent consideration		(7,272	)		—			(1,057	)
Withholding taxes on vesting of restricted stock units		(3,943	)		(5,234	)		(6,182	)
Proceeds from the exercise of stock options		341			835			659
Excess tax benefits from stock-based awards		1,900			2,869			3,017

Net cash provided by (used in) financing activities		184,951			(27,464	)		(131,841	)

Effect of exchange rate changes on cash and cash equivalents		(5,279	)		(1,068	)		4,312

Net increase (decrease) in cash and cash equivalents		32,031			(52,700	)		(94,355	)
Cash and cash equivalents at beginning of period		48,462			101,162			195,517

Cash and cash equivalents at end of period	$	80,493		$	48,462		$	101,162

See Note 17 for supplemental cash flow information.

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Organization

Interval Leisure Group, Inc., or ILG, is a leading global provider of non-traditional lodging, encompassing a portfolio of leisure businesses from exchange and vacation rental to vacation ownership. At the end of 2014, we re-aligned our operating segments to encompass the vacation ownership sales and marketing capabilities with the acquisition of the Hyatt Vacation Ownership business in October 2014. As of December 31, 2014, we operate in the following two segments: Exchange and Rental, and Vacation Ownership. Exchange and Rental offers access to vacation accommodations and other travel-related transactions and services to leisure travelers, by providing vacation exchange services and vacation rental, working with resort developers and operating vacation rental properties. Vacation Ownership engages in the management of vacation ownership resorts; sales, marketing, and financing of vacation ownership interests; and related services to owners and associations.

On February 28, 2012, we acquired all of the equity of Vacation Resorts International, or VRI, a non-developer provider of resort and homeowners association management services to the shared ownership industry. VRI was consolidated into our financial statements as of the acquisition date with its assets and results of operations primarily included in our Vacation Ownership operating segment.

On November 4, 2013, VRI Europe Limited, or VRI Europe, a subsidiary of ILG, purchased the European shared ownership resort management business of CLC World Resorts and Hotels (CLC). As part of this transaction, ILG issued to CLC shares totaling 24.5% of VRI Europe Limited.

The Exchange and Rental operating segment consists of Interval International (referred to as Interval), the Hyatt Residence Club, the Trading Places International (known as TPI) operated exchange business, Aston Hotels & Resorts, Inc. (referred to as Aston), and Aqua. The Vacation Ownership operating segment consists of the management related lines of business of VRI, TPI, VRI Europe and HVO, as well as the HVO sales and financing of vacation ownership interests.

Basis of Presentation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ILG, our wholly-owned subsidiaries, and companies in which we have a controlling interest, including variable interest

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION (Continued)

entities ("VIEs") where we are the primary beneficiary in accordance with consolidation guidance. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. References in these financial statements to net income attributable to common stockholders and ILG stockholders' equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately.

Accounting Estimates

ILG's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with generally accepted accounting principles ("GAAP"). These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

Significant estimates underlying the accompanying consolidated financial statements include: the recovery of long-lived assets as well as goodwill and other intangible assets; purchase price allocations of business combinations; the determination of deferred income taxes including related valuation allowances; the determination of deferred revenue and membership costs; and the determination of stock-based compensation. In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG and its subsidiaries are reasonable.

Seasonality

Revenue at ILG is influenced by the seasonal nature of travel. Within our Exchange and Rental segment, our vacation exchange businesses recognize exchange and Getaway revenue based on confirmation of the vacation, with the first quarter generally experiencing higher revenue and the fourth quarter generally experiencing lower revenue. Our vacation rental businesses recognize rental revenue based on occupancy, with the first and third quarters generally generating higher revenue as a result of increased leisure travel to our Hawaii-based managed properties during these periods, and the second and fourth quarters generally generating lower revenue.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Exchange and Rental

Revenue, net of sales incentives, from membership fees from our Exchange and Rental segment is deferred and recognized over the terms of the applicable memberships, typically ranging from one to five years, on a straight-line basis. When multiple member benefits and services are provided over the term of the membership, revenue is recognized for each separable deliverable ratably over the

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

membership period, as applicable. Generally, memberships are cancelable and refundable on a pro-rata basis, with the exception of our Platinum tier which is non-refundable. Direct costs of acquiring members (primarily commissions) and certain direct fulfillment costs related to deferred membership revenue are also deferred and amortized on a straight-line basis over the terms of the applicable memberships or benefit period, whichever is shorter. The recognition of previously deferred revenue and expense is based on estimates derived from an aggregation of member-level data.

Revenue from our vacation rental management businesses are comprised of base management fees which are typically either (i) fixed amounts, (ii) amounts based on a percentage of adjusted gross lodging revenue, or (iii) various revenue sharing arrangements with condominium owners based on stated formulas. Base management fees are recognized when earned in accordance with the terms of the contract. Incentive management fees for certain hotels and condominium resorts are generally a percentage of operating profits or improvement in operating profits. We recognize incentive management fees as earned throughout the incentive period based on actual results which are trued-up at the culmination of the incentive period. Service fee revenue is based on the services provided to owners including reservations, sales and marketing, property accounting and information technology services either internally or through third party providers. Service fee revenue is recognized when the service is provided.

Vacation Ownership

ILG recognizes revenue from sales of vacation ownership intervals in accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) 970, Real Estate—General , and FASB ASC 978, Real Estate—Time-Sharing Activities . The stated sales price of the vacation ownership interests (VOI) is divided into separate revenue components, which include the revenue earned on the sale of the VOI and the revenue earned on the sales incentive given to the customer as motivation to purchase the VOI. ILG offers several types of sales incentives, including Hyatt Gold Passport Points, free bonus week, down payment credits to buyers, and waiver of first year maintenance fees.

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

The provision for loan losses is recorded as an adjustment to sales of vacation ownership intervals in the accompanying consolidated income statements rather than as an adjustment to bad debt expense. ILG records an estimate of uncollectible amounts at the time of the interval sale. The amount of the provision for loan losses recorded within sales of vacation ownership intervals in the accompanying consolidated statement of income was $0.3 million for the year ended December 31, 2014.

Annual maintenance fees are amounts paid by timeshare owners for maintaining and operating the respective properties, which includes management services, and are recognized on a straight-line basis over the respective annual maintenance period.

Deferred Revenue in a Business Combination

When we acquire a business which records deferred revenue on their historical financial statements, we are required to re-measure that deferred revenue as of the acquisition date pursuant to rules related to accounting for business combinations, as described further below. The post-acquisition impact of that remeasurement results in recognizing revenue which solely comprises the cost of the associated legal performance obligation we assumed as part of the acquisition, plus a normal profit margin. At times, this purchase accounting treatment results in lower amounts of revenue recognized in a reporting period following the acquisition than would have otherwise been recognized on a historical basis.

Multiple-Element Arrangement

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents at December 31, 2014 and 2013 primarily includes maintenance fees, escrow deposits received on sales of VOI that are held in escrow until the applicable statutory rescission period has expired, the funds have been released from escrow and the deeding process has begun, as well as amounts held in trust and lock box accounts in connection with certain transactions related to management of vacation rental properties.

Accounts Receivable

Accounts receivable are stated at amounts due from customers, principally resort developers, members and managed properties, net of an allowance for doubtful accounts. Accounts receivable outstanding longer than the contractual payment terms are considered past due. ILG determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, ILG's previous loss history, our judgment as to the specific customer's current ability to pay its obligation to ILG and the condition of the general economy. More specifically, ILG's policy for determining its allowance for doubtful accounts consists of both general and specific reserves. The general reserve methodology is distinct for each ILG business based on its historical collection experience and past practice. Predominantly, receivables greater than 120 days past due are applied a general reserve factor, while receivables 180 days or more past due are fully reserved. The determination of when to apply a specific reserve requires judgment and is directly related to the particular customer collection issue identified, such as known liquidity constraints, insolvency concerns or litigation.

The allowance for bad debt is included within general and administrative expense within our consolidated statements of income. ILG writes off accounts receivable when they become uncollectible once we have exhausted all means of collection.

Vacation Ownership Inventory

Inventory is composed of unsold vacation ownership intervals at our Hyatt-branded vacation ownership resorts. This inventory is carried at the lower of cost or market, based on relative sales value or net realizable value, less expected direct selling costs. Cost includes development, real estate, and content costs. Costs are allocated to units sold using the relative sales value method. This method calculates cost of sales as a percentage of projected gross sales using a cost-of-sales percentage, which is determined by dividing inventory cost into total estimated revenue projected for interval sales. Remaining inventory is a pool of costs that will be charged against future revenues.

It is possible that future changes in our sales strategies or project development plans could have a material effect on the carrying value of inventory. Consequently, we monitor the carrying value of our inventory on a quarterly basis to ensure the inventory is stated at the lower of cost or market.

100

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Vacation Ownership Mortgages Receivable and Allowance for Loan Losses

Vacation ownership mortgages receivable consist of loans to eligible customers who purchase vacation ownership interests and choose to finance their purchase. These mortgage receivables are collateralized by the underlying vacation ownership interest, generally bear interest at a fixed rate, have a typical term ranging from 5 - 10 years and are generally made available to customers who make a down payment on the purchase price within established credit guidelines.

Acquired loans are segregated between those with deteriorated credit quality at acquisition and those deemed as performing. To make this determination, we consider such factors as credit collection history, past due status, non-accrual status, credit risk ratings, interest rates and the underlying collateral securing the loans. The fair value of acquired loans deemed performing is determined by discounting cash flows, both principal and interest, for the loan pool at market interest rates while giving consideration to anticipated future defaults. The difference between fair value and principal balances due at acquisition date is accreted to interest income, within consolidated revenue, over the estimated life of the loan pool.

Allowance for Loan Losses

For originated loans, we record an estimate of uncollectability as a reduction of sales of vacation ownership intervals in the accompanying consolidated statements of income at the time revenue is recognized on a vacation ownership interval sale. We evaluate our originated loan portfolio collectively as they are largely homogeneous, smaller-balance, vacation ownership mortgages receivable. We use a technique referred to as static pool analysis, which tracks uncollectibles over the entire life of those mortgage receivable, as the basis for determining our general reserve requirements on our vacation ownership mortgages receivable. The adequacy of the related allowance is determined by management through analysis of several factors, such as current economic conditions and industry trends, as well as the specific risk characteristics of the portfolio, including defaults, aging, and historical write-offs of these receivables. The allowance is maintained at a level deemed adequate by management based on a periodic analysis of the mortgage portfolio.

101

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in Unconsolidated Entities

We consolidate entities under our control, including variable interest entities (VIEs) where we are deemed to be the primary beneficiary as a result of qualitative and/or quantitative characteristics. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be disproportionate to the entity. Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for by the equity method. In addition, our limited partnership investments in which we hold more than a minimal investment are accounted for under the equity method of accounting.

We assess investments in unconsolidated entities for impairment quarterly to determine whether there is an indication that a loss in value that is other-than-temporary has occurred. If so, we evaluate the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, or if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, we use our judgment to determine if the decline in value is other-than-temporary. In making this determination, we consider factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, our intent and ability to recover the lost value, and current economic conditions. Impairments that are deemed other-than-temporary are charged to equity in losses from unconsolidated entities in our accompanying consolidated statements of income.

Property and Equipment

Property and equipment, including capitalized improvements, are recorded at cost. Repairs and maintenance and any gains or losses on dispositions are included in results of operations.

Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over their estimated useful lives. The following table summarizes depreciable life by asset category.

Asset Category		Depreciation Period

Computer equipment		3 to 5 Years
Capitalized software (including internally-developed software)		3 to 7 Years
Buildings and leasehold improvements		1 to 40 Years
Furniture and other equipment		3 to 10 Years

In accordance with ASC Topic 350, "Intangibles-Goodwill and Other" ("ASC 350"), we capitalize certain qualified costs incurred in connection with the development of internal use software. Capitalization of internal use software costs begins when the preliminary project stage is completed, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value Measurements

In accordance with ASC Topic 820, "Fair Value Measurement," ("ASC 820") the fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. We categorize assets and liabilities recorded at fair value using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

•: Level 1—Observable inputs that reflect quoted prices in active markets
•: Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable
•: Level 3—Unobservable inputs in which little or no market data exists, therefore requiring the company to develop its own assumptions

Our non-financial assets, such as goodwill, intangible assets and long-lived assets, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Accounting for Business Combinations

In accordance with ASC Topic 805, "Business Combinations," when accounting for business combinations we are required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. These items are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of acquired businesses are included in the consolidated statements of income since their respective acquisition dates.

•: The expected use of the asset.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

•: The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate.
•: Any legal, regulatory, or contractual provisions that may limit the useful life.
•: Our own historical experience in renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions.
•: The effects of obsolescence, demand, competition, and other economic factors.
•: The level of maintenance expenditures required to obtain the expected future cash flows from the asset.

•: the estimated fair value of the acquisition-related contingent consideration, which is performed using a probability-weighted income approach based upon the forecasted achievement of post-acquisition pre-determined targets;
•: the future expected cash flows from sales of products and services and related contracts and agreements; and
•: discount and long-term growth rates.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill and Other Intangible Assets

Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date. In accordance with ASC 350, we review the carrying value of goodwill and other intangible assets of each of our reporting units on an annual basis as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances, based on either a qualitative assessment or a two-step impairment test. As of December 31, 2014, upon re-alignment of our operating segments, we identified two reporting units within each of our Exchange and Rental, and Vacation Ownership operating segments as follows:

OPERATING SEGMENTS

Exchange and Rental		Vacation Ownership
Vacation exchange reporting unit		VO management reporting unit
Vacation rental reporting unit		VO sales and financing reporting unit

Qualitative Assessment

Our qualitative assessment is performed for the purpose of assessing whether events or circumstances have occurred in the intervening period between the date of our last two-step impairment test (the "Baseline Valuation") and the date of our current annual impairment test which could adversely affect the comparison of our reporting units' fair value with its carrying amount. Examples of events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount include macro-economic conditions such as deterioration in the entity's operating environment, industry or overall market conditions; reporting unit specific events such as increasing

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costs, declining financial performance, or loss of key personnel or contracts; or other events such as pending litigation, access to capital in the credit markets or a sustained decrease in ILG's stock price on either an absolute basis or relative to peers. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, we are then required to perform a two-step impairment test on goodwill.

Two-step Impairment Test

Indefinite-Lived Intangible Assets

In addition, an intangible asset that is not subject to amortization shall be tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss equal to the excess is recorded. However, subsequent to the issuance of ASU 2012-02 in July 2012, entities testing an indefinite-lived intangible asset for impairment have the option of performing a qualitative assessment before calculating the fair value of the asset. If entities determine, on the basis of qualitative factors, that the likelihood of the indefinite-lived intangible asset being impaired is below a "more-likely-than-not" threshold (i.e., a likelihood of more than 50 percent), the entity would not need to calculate the fair value of the asset.

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Long-Lived Assets and Intangible Assets with Definite Lives

We review the carrying value of all long-lived assets, primarily property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of a long-lived asset (asset group) may be impaired. In accordance with guidance included within ASC Topic 360, "Property Plant and Equipment," ("ASC 360"), recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (asset group) to future undiscounted cash flows expected to be generated by the asset (asset group). An asset group is the lowest level of assets and liabilities for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When estimating future cash flows, we consider:

•: only the future cash flows that were directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset group;
•: our own assumptions about our use of the asset group and all available evidence when estimating future cash flows;
•: potential events and changes in circumstance affecting our key estimates and assumptions; and
•: the existing service potential of the asset (asset group) at the date tested.

Advertising

Advertising and promotional expenditures primarily include printing and postage costs of directories and magazines, promotions, tradeshows, agency fees, and related commissions. Direct-response advertising consists primarily of printing, postage, and freight costs related to our member resort directories. Advertising costs are expensed in the period incurred, except for magazine related costs that are expensed at time of mailing when the advertising takes place, and direct-response advertising, which are amortized ratably over the twelve-month period following the mailing of the directories.

Advertising expense was $15.6 million, $17.0 million and $16.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, of which $2.1 million, $4.1 million and $4.1 million, respectively, pertained to expenses related to our direct-response advertising. As of December 31, 2014

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and 2013, we had $2.4 million and $3.6 million, respectively, of capitalized advertising costs recorded in prepaid expenses and other current assets on our consolidated balance sheets.

Income Taxes

ILG accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. ILG records interest on potential income tax contingencies as a component of income tax expense and records interest net of any applicable related income tax benefit.

Pursuant to ASC Topic 740 "Income Taxes" ("ASC 740"), ILG recognizes liabilities for uncertain tax positions based on the two-step process prescribed by the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settling the uncertain tax position.

Foreign Currency Translation and Transaction Gains and Losses

The financial position and operating results of substantially all foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included as a component of accumulated other comprehensive income (loss), a separate component of ILG stockholders' equity. Accumulated other comprehensive income (loss) is solely related to foreign currency translation. Only the accumulated other comprehensive income (loss) exchange rate adjustment related to Venezuela is tax effected as required by the FASB guidance codified in ASC 740 since the earnings in Venezuela are not indefinitely reinvested in that jurisdiction.

Transaction gains and losses arising from transactions and/or assets and liabilities denominated in a currency other than the functional currency of the entity involved are included in the consolidated statements of income. Operating foreign currency exchange attributable to foreign currency remeasurements of operating assets and liabilities denominated in a currency other than their functional currency, primarily related to Euro denominated value added tax liabilities, resulted in net gains of $0.4 million for the year ended December 31, 2104 and in net losses of $0.1 million for each of the years ended December 31, 2013 and 2012, which is included in general and administrative expenses. Non-operating foreign currency exchange included a net gain of $2.3 million and $0.6 million for the years ended December 31, 2014 and 2013, respectively, and a net loss of $2.2 million for the year ended December 31, 2012, included in other income (expense) in the accompanying consolidated statements of income.

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Stock-Based Compensation

Stock-based compensation is accounted for under ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718"). Non-cash compensation expense for stock-based awards is measured at fair value on date of grant and recognized over the service period for awards expected to vest. The fair value of restricted stock and restricted stock units ("RSUs") is determined based on the number of shares granted and the quoted price of our common stock on that date, except for RSUs subject to relative total shareholder return performance criteria, which the fair value is based on a Monte Carlo simulation analysis as further discussed in Note 13. We grant awards subject to graded vesting (i.e., portions of the award vest at different times during the vesting period) or to cliff vesting (i.e., all awards vest at the end of the vesting period). Certain RSUs, in addition, are subject to attaining specific performance criteria. For RSUs to be settled in stock, the accounting charge is measured at the grant date fair value and expensed as non-cash compensation over the vesting term using the straight-line basis for service-only awards and the accelerated basis for performance-based awards with graded vesting. For certain cliff vesting awards with performance criteria, we also use anticipated future results in determining the fair value of the award. Such value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line recognition method. The amount of stock-based compensation expense recognized in the consolidated statements of income is reduced by estimated forfeitures, as the amount recorded is based on awards ultimately expected to vest. The expense associated with RSU awards to be settled in cash is initially measured at fair value at the grant date and expensed ratably over the vesting term, recording a liability subject to mark-to-market adjustments for changes in the price of the respective common stock as compensation expense.

Management must make certain estimates and assumptions regarding stock awards that will ultimately vest, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods for any changes to the estimated forfeiture rate from that previously estimated. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is at least equal to the portion of the grant-date value of the award tranche that is actually vested at that date. Tax benefits resulting from tax deductions in excess of the stock-based compensation expense recognized in the consolidated statements of income are reported as a component of financing cash flows. For the years ended December 31, 2014, 2013 and 2012, gross excess tax benefits from stock-based compensation reported as a component of financing cash flows were $1.9 million, $2.9 million, and $3.0 million, respectively.

Earnings per Share

Basic earnings per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Treasury stock is excluded from the weighted average number of

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shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the assumed exercise of common stock options and the vesting of RSUs using the treasury stock method. Common stock equivalents are not included in diluted earnings per share when their inclusion is antidilutive. The computations of diluted earnings per share available to common stockholders do not include approximately 0.8 million stock options and 0.2 million RSUs for the year ended December 31, 2014, 0.8 million stock options for the year ended December 31, 2013, and 0.9 million stock options and 0.1 million RSUs for the year ended December 31, 2012, as the effect of their inclusion would have been antidilutive to earnings per share.

In connection with the spin-off, stock options to purchase ILG common stock were granted to non-ILG employees for which there is no future compensation expense to be recognized by ILG. As of December 31, 2014 and 2013, 0.8 million of stock options remained outstanding.

The computation of weighted average common and common equivalent shares used in the calculation of basic and diluted earnings per share is as follows (in thousands):

	Year Ended December 31,

	2014		2013		2012
Basic weighted average shares of common stock outstanding		57,343		57,243		56,549
Net effect of common stock equivalents assumed to be vested related to RSUs		606		581		685
Net effect of common stock equivalents assumed to be exercised related to stock options held by non-employees		4		8		14

Diluted weighted average shares of common stock outstanding		57,953		57,832		57,248

Certain Risks and Concentrations

Geographic Risk

In regards to our Exchange and Rental segment, a substantial percentage of the vacation ownership resorts in the Interval Network are located in Florida, Hawaii, Las Vegas, Mexico and Southern California, while the majority of the revenue from our vacation rental businesses is derived from vacation properties located in Hawaii. In regards to our Vacation Ownership segment, the largest concentration of revenue derived from the management of vacation ownership properties resides in Spain with regard to our VRI Europe business. From an ILG perspective, approximately $211.1 million, $146.6 million and $127.0 million of 2014, 2013 and 2012 revenue, respectively, (excluding pass-through revenue) was generated from travel to properties located in all of these locations, together with vacation ownership management services and sales and financing activities performed in these locations.

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Business Risk

ILG also depends on relationships with developers and vacation property owners, as well as third party service providers for processing certain fulfillment services. We do not consider our overall business to be dependent on any one of these resort developers, provided, that the loss of a few large developers (particularly those from which Interval receives membership renewal fees directly) could materially impact our business. The loss of one or more of our largest management agreements could materially impact our businesses.

ILG's business also is subject to certain risks and concentrations including exposure to risks associated with online commerce security and credit card fraud.

Credit Risk

ILG is exposed to credit risk in relation to its portfolio of mortgage receivables associated with its vacation ownership business. We offer financing to purchasers of VOIs at our Hyatt-branded vacation ownership resorts and, as a result, ILG bears the risk of default on these loans. Should a purchaser default, ILG has the ability to foreclose and attempt to resell the associated VOI at its own cost to resell.

Other financial instruments that potentially subject ILG to concentration of credit risk consist primarily of cash and cash equivalents which are maintained with high quality financial institutions. Financial instruments also contain secured loans that are recorded at the time of origination for the principal amount financed and are carried at amortized cost, net of any allowance for credit losses, as further discussed in Note 10.

Interest Rate Risk

ILG is exposed to interest rate risk through borrowings under our amended credit agreement which bears interest at variable rates. The interest rate on the amended credit agreement is based on (at our election) either LIBOR plus a predetermined margin that ranges from 1.25% to 2.25%, or the Base Rate as defined in the amended credit agreement plus a predetermined margin that ranges from 0.25% to 1.25%, in each case based on ILG's leverage ratio.

Recent Accounting Pronouncements

With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2014 that are of significance, or potential significance, to ILG based on our current operations. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement.

In January 2015, the FASB issued Accounting Standards Update ("ASU") 2015-01, "Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" ("ASU 2015-01"). ASU 2015-01 eliminates from generally accepted accounting principles (GAAP) the concept of extraordinary items as part of the FASB's initiative to reduce complexity in accounting standards (the Simplification Initiative).

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ASC 225-20 requires a reporting entity to separately classify, present and disclose extraordinary events and transactions if the event or transaction meets both of the following criteria for extraordinary item classification: unusual nature and infrequency of occurrence. If an event or transaction meets the criteria for extraordinary classification, a reporting entity is required to segregate the extraordinary item from the results of ordinary operations and show them separately in the income statement, net of tax, after from income from continuing operations. Under ASU 2015-01, the concept of extraordinary item is eliminated from the ASC Master Glossary and replaced with definitions for infrequency of occurrence and unusual nature. The presentation and disclosure guidance in ASC 225-20 for items that are unusual in nature or incur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within those fiscal years). A reporting entity may apply the amendments in the ASU prospectively and also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

In November 2014, the FASB issued ASU 2014-17, "Business Combinations (Topic 815)—Pushdown Accounting: A Consensus of the FASB Emerging Issues Task Force" ("ASU 2014-17"). ASU 2014-17 provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. An acquired entity should determine whether to elect to apply pushdown accounting for each individual change-in-control event in which an acquirer obtains control of the acquired entity. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity's most recent change-in-control event. An election to apply pushdown accounting in a reporting period after the reporting period in which the change-in-control event occurred should be considered a change in accounting principle in accordance with ASC 250, "Accounting Changes and Error Corrections." The ASU was effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of the ASU would be a change in accounting principle. On the effective date, we made the election to apply the guidance in the ASU to future change-in-control events. We do not anticipate the adoption of the ASU will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern ("ASU 2014-15")." ASU 2014-15 requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year of the date the financial statements are issued and to provide related disclosures, if required. The ASU is effective for fiscal years beginning after December 15, 2016 (and interim periods within those fiscal years), with early adoption permitted. The standard allows for either a full retrospective or modified retrospective transition method. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

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In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period ("ASU 2014-12")." ASU 2014-12 clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense (measured as of the grant date without taking into account the effect of the performance target) related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probable that the performance target will be met. No new disclosures are required under ASU 2014-12. The ASU is effective for fiscal years beginning after December 15, 2015 (and interim periods within that period), with early adoption permitted. In addition, all entities will have the option of applying the guidance either prospectively (i.e. only to awards granted or modified on or after the effective date of the issue) or retrospectively. Retrospective application would only apply to awards with performance targets outstanding at or after the beginning of the first annual period presented (i.e., the earliest presented comparative period). We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The FASB and the International Accounting Standards Board ("IASB") initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS that would: (i) remove inconsistencies and weaknesses in revenue requirements; (ii) provide a more robust framework for addressing revenue issues; (iii) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets; (iv) provide more useful information to users of financial statements through improved disclosure requirements; and (v) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. To meet those objectives, the FASB amended the FASB Accounting Standards Codification ("Codification") and created a new Topic 606, Revenue from Contracts with Customers. The core principle of the guidance in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in this ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry specific guidance throughout the Industry Topics of the Codification. Additionally, ASU 2014-09 supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. The ASU is effective for fiscal years beginning after December 15, 2016 (and interim periods within that period); early adoption is not permitted. Given the complexities of this new standard, we are unable to determine, at this time, whether adoption of this standard will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

In April 2014, the FASB ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360)" ("ASU 2014-08"). The amendments in ASU 2014-08 change the requirements for reporting and disclosing discontinued operations. Among other items, this new guidance defines a discontinued operation as a disposal of a component or group of components

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that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results." The standard states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. The ASU is effective for fiscal years beginning after December 15, 2014 (and interim periods within those fiscal years), with early adoption permitted. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-04, "Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure" ("ASU 2014-04"). Current US GAAP requires a loan to be reclassified to Other Real Estate Owned ("OREO") upon a troubled debt restructuring that is "in substance a repossession or foreclosure," where the creditor receives "physical possession" of the debtor's assets regardless of whether formal foreclosure proceedings take place. The amendments in ASU 2014-04 clarify when an "in substance a repossession or foreclosure" and "physical possession" has occurred as these terms are not defined in US GAAP, in addition to requiring certain supplementary interim and annual disclosures. The ASU is effective for fiscal years beginning after December 15, 2014 (and interim periods within those fiscal years) and shall be applied prospectively, with early adoption permitted. We do not currently anticipate the adoption of this guidance will have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures; however, we will continue to assess through the effective date the future impact, if any, of this new accounting update to our consolidated financial statements.

Adopted Accounting Pronouncements

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment ("CTA") upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)" ("ASU 2013-05"). ASU 2013-05 applies to the release of the CTA into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The adoption of ASU 2013-02 did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"). ASU 2013-02 adds new disclosure requirements for items reclassified out of accumulated other comprehensive income/loss ("AOCI"), including (1) disaggregating and separately presenting changes in AOCI balances by component and (2) presenting significant items reclassified out of AOCI either on the face of the statement where net income is presented or as a separate disclosure in the notes to the

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financial statements. It does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2012 (and interim periods within those years), and shall be applied prospectively. The adoption of ASU 2013-02 did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

In July 2012, the FASB issued ASU 2012-02, "Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02"). ASU 2012-02 amends the guidance on testing indefinite-lived intangible assets, other than goodwill, for impairment. Under the revised guidance, entities testing an indefinite-lived intangible asset for impairment have the option of performing a qualitative assessment before calculating the fair value of the asset. If entities determine, on the basis of qualitative factors, that the likelihood of the indefinite-lived intangible asset being impaired is below a "more likely than not" threshold (i.e., a likelihood of more than 50 percent), the entity would not need to calculate the fair value of the asset. The ASU does not revise the requirement to test indefinite-lived intangible assets annually for impairment and does not amend the requirement to test these assets for impairment between annual tests if there is a change in events or circumstances. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. We adopted this guidance as of October 1, 2012—the date of our 2012 annual impairment test. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, cash flows or related disclosures.

NOTE 3—BUSINESS COMBINATIONS

2014 Business Combination

On October 1, 2014, we completed the acquisition of Hyatt Residential Group, now operating as Hyatt Vacation Ownership or HVO, from wholly-owned subsidiaries of Hyatt Hotels Corporation. In connection with the acquisition, a subsidiary of ILG entered into a global Master License Agreement which provides for an exclusive license for use of the Hyatt® brand with respect to the shared ownership business in exchange for license fees. Additionally, in connection with the acquisition, we have agreed to guarantee up to $36.7 million of the construction loan for the Maui project. The aggregate purchase price was approximately $218 million in cash, which was subject to final adjustment for working capital.

The HVO acquisition is recorded on our consolidated balance sheet as of October 1, 2014 based upon estimated fair values as of such date. The results of operations related to this business are included in our consolidated statements of income since October 1, 2014 and within our Exchange and Rental and Vacation Ownership segments for segment reporting purposes on the basis of its respective business activities.

2013 Business Combinations

During the fourth quarter of 2013 we completed two acquisitions that were not individually significant which were accounted for as business combinations ("2013 acquisitions"). We purchased the European shared ownership resort management business of CLC and all of the equity of Aqua, a

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Hawaii-based hotel and resort management company, for an aggregate purchase price of $167.2 million. The aggregate purchase price for the 2013 acquisitions consisted of $128.1 million in cash, $7.8 million of accrued additional purchase price, and, as part of the CLC transaction, equity in the form of a noncontrolling interest with a fair value of $31.3 million. The fair value of the noncontrolling interest in VRI Europe was determined based on the total purchase price, less cash consideration paid by ILG. The initial purchase price for the CLC transaction was subject to adjustment for actual results of the business for the year ended December 31, 2013 and working capital excess or deficit on the acquisition date. As of December 31, 2013, we accrued approximately $8.0 million of net additional purchase price consideration related to these items.

These acquisitions are recorded on our consolidated balance sheets as of their respective fourth quarter of 2013 acquisition dates and based upon their estimated fair values at such dates. The results of operations of these acquired businesses are included in our consolidated statements of income since their respective acquisition dates and, for segment reporting purposes, within our Vacation Ownership segment for VRI Europe and Exchange and Rental segment for Aqua.

Contingent Consideration

In connection with the VRI Europe transaction, we had an obligation to transfer additional cash consideration, resulting in incremental noncontrolling interest value in VRI Europe, based on final results of the acquired business for the twelve months ended December 31, 2013. During the second quarter of 2014, the parties reached final agreement resulting in a downward adjustment to the amount of contingent consideration by approximately $1.3 million, net of noncontrolling interest, which was recognized in earnings during that quarter. The final agreed upon liability of $6.5 million was settled in full during the second quarter of 2014.

Additionally, in connection with our fourth quarter 2013 acquisitions, certain amounts related to the purchase consideration paid at closing were deposited into escrow to be held subject to specified future events which could occur over a period ranging from the respective acquisition dates up to 36 months thereafter, as applicable. Pursuant to ASC 805, we consider these escrowed funds to be contingent consideration whereby their release from escrow is subject to future performance. During the second quarter of 2014, the performance related to these escrowed funds was completed and consequently, the escrowed funds were released to the respective third parties and our contingent consideration liability (and corresponding asset representing the prepayment into escrow) was relieved on our consolidated balance sheet as of June 30, 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 3—BUSINESS COMBINATIONS (Continued)

Purchase Price Allocation

The following table presents the allocation of total purchase price consideration to the assets acquired and liabilities assumed, based on their estimated fair values as of their respective acquisition dates (in thousands):

	HVO acquisition			2013 acquisitions

Cash	$	16,828		$	1,167
Other current assets		110,956			10,233
Goodwill(1)		22,539			34,533
Intangible assets		61,500			131,857
Other noncurrent assets		47,471			15,759
Current liabilities		(26,863	)		(11,355	)
Other noncurrent liabilities		(10,910	)		(14,946	)

Net assets acquired	$	221,521		$	167,248

(1): Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired.

The purchase price allocated to the fair value of goodwill and identifiable intangible assets associated with the HVO and 2013 acquisitions are as follows (in thousands):

HVO acquisition	Cost

Goodwill	$	22,539	N/A
Customer relationships		38,900	22
Resorts management contracts		22,600	22

Total	$	84,039

2013 acquisitions	Cost		Useful Life (Years)

Goodwill	$	34,533	N/A
Trademarks		3,000	N/A
Resort management contracts (indefinite-lived)		90,237	N/A
Resort management contracts (definite-lived)		34,640	3 - 30
Other intangibles		3,980	4 - 10

Total	$	166,390

In connection with the HVO acquisition we recorded total goodwill of $22.5 million and identifiable intangible assets of $61.5 million, all of which were definite-lived intangible assets, related to HVO's membership base in their Hyatt Residence Club (described in table above as customer relationships) and their resort management contracts. The amortization period, as of the respective acquisition date, for the definite-lived customer relationships and resort management contracts intangible assets noted in the table above is 22 years for each. The valuation of the assets acquired and liabilities assumed in connection with these acquisitions was based on their fair values at the acquisition

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NOTE 3—BUSINESS COMBINATIONS (Continued)

date. The assets purchased and liabilities assumed for the HVO acquisitions have been reflected in the accompanying consolidated balance sheet as of December 31, 2014.

Additionally, as part of the HVO acquisition, ILG and Hyatt have agreed to make a joint election under Internal Revenue Code Section 338(h)(10), and comparable state and local tax code provisions, and as such ILG will receive a step-up in tax basis in the assets equal to the purchase price paid. In regards to the $22.5 million of HVO related goodwill, all is expected to be deductible for income tax purposes.

In connection with the 2013 acquisitions we recorded total goodwill of $34.5 million and identifiable intangible assets of $131.9 million, of which $93.2 million were indefinite-lived intangible assets and primarily related to management contracts and trademarks. The indefinite-lived resort management contracts were acquired in connection with the VRI Europe transaction and no legal, regulatory, contractual, competitive, economic, or other factors limit, over the foreseeable horizon, the period of time over which these resort management contracts are expected to contribute future cash flows. Of the $34.5 million of goodwill, $20.7 million is expected to be deductible for income tax purposes. The weighted average amortization period, as of the respective acquisition date, for the definite-lived resort management contracts and other intangible assets noted in the table above is 17.5 and 4.9 years, respectively. The valuation of the assets acquired and liabilities assumed in connection with these acquisitions was based on their fair values at the acquisition date. The assets purchased and liabilities assumed for the 2013 acquisitions have been reflected in the accompanying consolidated balance sheet as of December 31, 2013.

Results of Operations

Revenue and earnings before income taxes and noncontrolling interests related to these acquisitions were recognized in our consolidated statements of income totaling $29.4 million and $3.5 million, respectively, for the year ended December 31, 2014 and $12.2 million and $3.1 million, respectively, for the year ended December 31, 2013. Transaction costs, consisting primarily of professional fees, directly related to these acquisitions and expensed as incurred totaled $6.4 million and $2.3 million which are classified within the general and administrative expense line item in our consolidated statements of income for the year ended December 31, 2014 and 2013, respectively.

Pro forma financial information (unaudited)

The following unaudited pro forma financial information presents the consolidated results of ILG and HVO as if the acquisition had occurred on January 1, 2013. The pro forma results presented below for 2014 and 2013 are based on the historical financial statements of ILG and HVO, adjusted to reflect the purchase method of accounting. The pro forma information is not necessarily indicative of the consolidated results of operations that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. It does not reflect cost savings expected to be realized from the elimination of certain expenses and from synergies expected to be created or the costs to achieve such cost savings or synergies, if any. Income taxes do not reflect the amounts that would have resulted had ILG and HVO filed consolidated income tax returns during the

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DECEMBER 31, 2014

NOTE 3—BUSINESS COMBINATIONS (Continued)

periods presented. Pro forma adjustments are tax-effected at the ILG's estimated statutory tax rate of 38.9% for 2014 and 38.8% for 2013.

	For the Year Ended

(in thousands, except per share data	December 31, 2014		December 31, 2013
Revenue	$	696,681	$	591,821
Net income attributable to common stockholders	$	74,974	$	76,018
Earnings per share:
Basic	$	1.31	$	1.33
Diluted	$	1.29	$	1.31

The unaudited pro forma financial information for 2014 and 2013 also includes $9.5 million and $3.4 million, respectively, of non-recurring charges related to the HVO acquisition, which are comprised of acquisition-related costs such as professional fees.

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Pursuant to FASB guidance as codified within ASC 350, Intangibles—Goodwill and Other ("ASC 350"), goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date.

As discussed in Note 15, "Segment Information," ILG reorganized its management reporting structure in the fourth quarter of 2014 resulting in the following two operating and reportable segments: Exchange and Rental and Vacation Ownership. As a result of the change in operating segments, ILG's reporting units were also reorganized. The Exchange and Rental, and Vacation Ownership segments now each contain two reporting units as follows:

OPERATING SEGMENTS

Exchange and Rental		Vacation Ownership
Exchange reporting unit		VO management reporting unit
Rental reporting unit		VO sales and financing reporting unit

In accordance with ASC 350, we reassigned our existing goodwill to these new reporting units utilizing a relative fair value allocation approach as of December 31, 2014. With the assistance of a third party specialist, we allocated goodwill based on their relative fair values as of December 31, 2014 to each new reporting unit as follows (in thousands):

	Balance as of December 31, 2014

Exchange and Rental segment
Exchange reporting unit	$	495,748
Rental reporting unit		20,396
Vacation Ownership segment
VO management reporting unit		39,160
VO sales and financing reporting unit		6,946

Total goodwill	$	562,250

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NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

The following tables present the balance of goodwill by reporting unit, including the changes in carrying amount of goodwill, for the years ended December 31, 2014 and 2013 (in thousands):

	Balance as of January 1, 2014		Additions		Deductions		Foreign Currency Translation			Goodwill Impairment		Balance as of December 31, 2014

Exchange	$	483,462	$	12,286	$	—	$	—		$	—	$	495,748
Rental		20,396		—		—		—			—		20,396
VO management		36,981		3,307		—		(1,128	)		—		39,160
VO sales and financing		—		6,946		—		—			—		6,946

Total	$	540,839	$	22,539	$	—	$	(1,128	)	$	—	$	562,250

	Balance as of January 1, 2013		Additions		Deductions		Foreign Currency Translation		Goodwill Impairment		Balance as of December 31, 2013

Exchange	$	483,462	$	—	$	—	$	—		—	$	483,462
Rental		4,796		15,600		—		—		—		20,396
VO management		17,516		18,933		—		532		—		36,981
VO sales and financing		—		—		—		—		—		—

Total	$	505,774	$	34,533	$	—	$	532	$	—	$	540,839

In connection with the HVO acquisition, we recorded total goodwill of $22.5 million and identifiable intangible assets of $61.5 million, all of which are definite-lived intangible assets, related to HVO's membership base in their Hyatt Residence Club (referred to as customer relationships in following tables) and their resort management contracts.

The $22.5 million increase in goodwill for the year ended December 31, 2014 is a result of goodwill acquired in connection with the acquisition of HVO, together with the associated foreign currency translation of goodwill carried on the books of an ILG entity whose functional currency is not the US dollar. Goodwill is assigned to reporting units of ILG that are expected to benefit from the combination. The amount of goodwill assigned to a reporting unit is determined in a manner similar to how the amount of goodwill recognized in a business combination is determined, while using a reasonable methodology applied in a consistent manner. Based on the expected benefits from the business combination, we have assigned $12.3 million, $3.3 million and $6.9 million of HVO related goodwill to our Exchange, VO management and VO sales and financing reporting units, respectively.

In connection with the 2013 acquisitions, we recorded total goodwill of $34.5 million and identifiable intangible assets of $131.9 million, of which $93.2 million were indefinite-lived intangible assets and primarily related to management contracts and trademarks. The $35.1 million change in goodwill for the year ended December 31, 2013 is a result of goodwill acquired in connection with acquisitions consummated in 2013 together with the associated foreign currency translation of goodwill carried on the books of an ILG entity whose functional currency is not the US dollar.

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DECEMBER 31, 2014

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

Goodwill Impairment Tests

ILG tests goodwill and other indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that the assets might be impaired. Goodwill is tested for impairment based on either a qualitative assessment or a two-step impairment test, as more fully described in Note 2 of these consolidated financial statements. When performing the two-step impairment test, if the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded.

As of December 31, 2014, as a result of the reorganization of our management reporting structure and reporting units (see Note 15), we assessed the carrying value of goodwill pursuant to the two-step impairment approach. The first step of the impairment test concluded the carrying value of each reporting unit did not exceed its fair value; consequently, the second step of the impairment test was not necessary and goodwill was not determined to be impaired.

As of October 1, 2014, prior to the reorganization of our management reporting structure and reporting units, we assessed the carrying value of goodwill and other intangible assets of each of our two reporting units. Goodwill assigned to our then reporting units, Membership and Exchange and Management and Rental, was $483.5 million and $57.4 million, respectively as of October 1, 2014. We performed a qualitative assessment on each of our reporting units for the 2014 annual test and concluded that it was more-likely-than-not that the fair value of each reporting exceeded its carrying value and, therefore, a two-step impairment test was not necessary.

As of October 1, 2013, we assessed the carrying value of goodwill and other intangible assets of each of our two reporting units at that time. Goodwill assigned to the Membership and Exchange, and Management and Rental reporting units as of that date was $483.5 million and $22.3 million, respectively. We elected to bypass the qualitative assessment for the 2013 annual test and performed the first step of the impairment test on both our reporting units. At the conclusion of that impairment test, we concluded that each reporting unit's fair value exceeded its carrying value and, therefore, the second step of the impairment test was not necessary. As of December 31, 2013, we did not identify any triggering events which required an interim impairment test subsequent to our annual impairment test on October 1, 2013.

Accumulated historical goodwill impairment losses as of January 1, 2013 were $34.3 million which related to components within our vacation rental reporting unit. There were no impairments of goodwill for our vacation rental reporting unit during fiscal year 2014 and 2013, and there have been no accumulated historical impairments of goodwill for any of our other reporting units through December 31, 2014.

Other Intangible Assets

As of October 1, 2014, we performed a qualitative assessment on our indefinite-lived intangible assets and concluded that the likelihood of our indefinite-lived intangible assets being impaired was below the more-likely-than-not threshold stipulated in ASU 2012-02 and, therefore, calculating the fair value of these intangible assets was not warranted as of October 1, 2014.

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DECEMBER 31, 2014

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

As of October 1, 2013, we elected to bypass the qualitative assessment for the required 2013 annual impairment test with respect to intangible assets with indefinite lives. For the 2013 impairment test we carried out a full impairment test which was comprised of calculating the fair value of these intangible assets and comparing such against their carrying amount. At the conclusion of that impairment test, we determined no impairment was required.

The balance of other intangible assets, net for the years ended December 31, 2014 and 2013 is as follows (in thousands):

	December 31,

	2014		2013
Intangible assets with indefinite lives	$	131,336	$	136,713
Intangible assets with definite lives, net		137,539		89,151

Total intangible assets, net	$	268,875	$	225,864

The $5.4 million decrease in our indefinite-lived intangible assets during the year ended December 31, 2014 pertains to associated foreign currency translation of intangible assets carried on the books of an ILG entity whose functional currency is not the US dollar.

At December 31, 2014 and 2013, intangible assets with indefinite lives relate to the following (in thousands):

	December 31,

	2014		2013
Resort management contracts	$	87,420	$	92,797
Trade names and trademarks		43,916		43,916

Total	$	131,336	$	136,713

At December 31, 2014, intangible assets with definite lives relate to the following (in thousands):

	Cost		Accumulated Amortization			Net

Customer relationships	$	168,400	$	(129,942	)	$	38,458	21.8
Purchase agreements		75,879		(75,443	)		436	0.9
Resort management contracts		129,864		(36,790	)		93,074	13.8
Technology		25,076		(25,076	)		—	—
Other		21,815		(16,244	)		5,571	3.4

Total	$	421,034	$	(283,495	)	$	137,539

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DECEMBER 31, 2014

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

At December 31, 2013, intangible assets with definite lives relate to the following (in thousands):

	Cost		Accumulated Amortization			Net

Customer relationships	$	129,500	$	(129,500	)	$	—	0.0
Purchase agreements		75,879		(74,967	)		912	1.9
Resort management contracts		108,202		(27,518	)		80,684	14.5
Technology		25,076		(25,076	)		—	0.0
Other		21,817		(14,262	)		7,555	3.8

Total	$	360,474	$	(271,323	)	$	89,151

In accordance with our policy on the recoverability of long-lived assets, as further described in Note 2 of these consolidated financial statements, we review the carrying value of all long-lived assets, primarily property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of a long-lived asset (asset group) may be impaired. For the years ended December 31, 2014 and 2013, we did not identify any events or changes in circumstances indicating that the carrying value of a long lived asset (or asset group) may be impaired; accordingly, a recoverability test has not been warranted.

Amortization of intangible assets with definite lives is primarily computed on a straight-line basis. Total amortization expense for intangible assets with definite lives was $12.3 million, $8.1 million and $23.0 million for the years ended December 31, 2014, 2013 and 2012, respectively. Based on the December 31, 2014 balances, amortization expense for the next five years and thereafter is estimated to be as follows (in thousands):

Year Ended December 31,

2015	$	13,927
2016		12,659
2017		11,384
2018		10,766
2019		10,032
2020 and thereafter		78,771

	$	137,539

NOTE 5—VACATION OWNERSHIP INVENTORY

As part of our acquisition of HVO on October 1, 2014, we acquired vacation ownership inventory which primarily consists of unsold vacation ownership intervals that have completed the construction

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DECEMBER 31, 2014

NOTE 5—VACATION OWNERSHIP INVENTORY (Continued)

process and are available for sale in their current form. As of December 31, 2014, vacation ownership inventory is comprised of the following (in thousands):

	December 31, 2014

Completed unsold vacation ownership interests	$	53,434
Land held for development		627

Total inventory	$	54,061

NOTE 6—VACATION OWNERSHIP MORTGAGES RECEIVABLE

Vacation ownership mortgages receivable is comprised of various mortgage loans related to our financing of vacation ownership interval sales. As part of our acquisition of HVO on October 1, 2014, we acquired an existing portfolio of vacation ownership mortgages receivable and determined as of the acquisition date that this acquired loan pool was performing and without evidence of any meaningful credit quality deterioration. Therefore, these loans are accounted for using the contractual cash flows method of recognizing discount accretion based on the acquired loans' contractual cash flows pursuant to ASC 310-20, "Nonrefundable Fees and Other Costs." At acquisition, we recorded these acquired performing loans at fair value, including a credit discount which is accreted as an adjustment to yield over the loan pools' estimate life.

The fair value of these acquired loans of $37.5 million as of the acquisition date was determined by use of a discounted cash flow approach which calculates a present value of expected future cash flows based on scheduled principal and interest payments over the term of the respective loans, while considering anticipated defaults and early repayments determined based on historical experience. Consequently, the fair value of these acquired loans recorded on our consolidated balance sheet as of the acquisition date embeds an estimate for future loan losses which becomes the historical cost basis for that existing portfolio going forward. Gross contractual cash flows related to these acquired loans as of the acquisition date total $42.8 million, with the difference to fair value of $5.3 million primarily representing estimated contractual cash flows not expected to be collected.

Originated loans as of December 31, 2014 represent vacation ownership mortgages receivable originated by ILG, or more specifically our Vacation Ownership segment, subsequent to the acquisition of HVO on October 1, 2014.

Vacation ownership mortgages receivable balances as of December 31, 2014 were as follows:

	December 31, 2014

Acquired vacation ownership mortgages receivables at various stated interest rates with varying payment through 2031 (see below)	$	33,953
Originated vacation ownership mortgages receivables at various stated interest rates with varying payment through 2025 (see below)		2,896
Less allowance for loan losses		(347	)

Net vacation ownership mortgages receivable	$	36,502

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DECEMBER 31, 2014

NOTE 6—VACATION OWNERSHIP MORTGAGES RECEIVABLE (Continued)

As of December 31, 2014, the weighted average interest rate on vacation ownership mortgage receivables was 14.0% and the predominant range of stated interest rates on vacation ownership mortgages receivables was 8.24% to 17.90%.

Vacation ownership mortgages receivables as of December 31, 2014 are scheduled to mature as follows (in thousands):

Year Ended December 31,

2015		$6,135
2016		5,353
2017		4,636
2018		3,795
2019		3,338
2020 and thereafter		13,592

Total		36,849
Less: allowance for losses		(347)

Net vacation ownership mortgages receivable		$36,502

Allowance for Loan Losses

We assess our vacation ownership mortgages receivable portfolio of loans for collectability on an aggregate basis. Estimates of uncollectability are recorded as provisions in the vacation ownership mortgages receivable allowance for losses as discussed in Note 2 of these consolidated financial statements. As of December 31, 2014, a provision of $0.3 million for uncollectability was recorded to the vacation ownership mortgages receivable allowance for losses related solely to loans originated subsequent to the acquisition of HVO on October 1, 2014 given our acquired loans as of that date were remeasured to fair value using an estimated measure of future default that remained accurate as of December 31, 2014 in all material respects. We consider the provisions to be adequate based on the economic environment and our assessment of the future collectability of the outstanding loans.

At December 31, 2014, the weighted average FICO score (based upon the loan balance) for borrowers within our acquired and originated loan pools was 701 and 718 respectively. The default rate for our vacation ownership mortgages receivable portfolio of loans (as a percentage of our total outstanding loans) for the period subsequent to our acquisition of HVO was 0.7%. The average estimated rate for all future defaults for our outstanding pool of loans as of December 31, 2014 was 11.2%

On an ongoing basis, we monitor that credit quality of our vacation ownership mortgages receivable portfolio based on payment activity as follows:

•: Current —The consumer's note is in good standing as payments and reporting are current per the terms contractually stipulated in the agreement.
•: Past-due —We consider a vacation ownership mortgage receivable to be past-due based on the contractual terms of each individual financing agreement.

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DECEMBER 31, 2014

NOTE 6—VACATION OWNERSHIP MORTGAGES RECEIVABLE (Continued)

•: Non-performing —Vacation ownership mortgages receivables are considered non-performing if interest or principal is more than 120 days past due. All non-performing loans are placed on non-accrual status and we do not resume interest accrual until the receivable becomes contractually current. We apply payments we receive for vacation ownership notes receivable on non-performing status first to interest, then to principal, and any remainder to fees.

Our aged analysis of past-due vacation ownership mortgages receivable, the gross balance of vacation ownership mortgages receivable greater than 90 days past-due, and the gross balance of vacation ownership mortgage receivables on non-performing status as of December 31, 2014 is as follows (in thousands):

	Receivables past due		Receivables greater than 90 days past due		Receivables on non-performing status

Vacation ownership mortgages receivable	$	1,301	$	148	$	—

NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES

Our investments in unconsolidated entities, recorded under the equity method of accounting in accordance with guidance in ASC 323, "Investments—Equity Method and Joint Ventures," primarily consists of an ownership interest in Maui Timeshare Venture, LLC, a joint venture to develop and operate a vacation ownership resort in the state of Hawaii. This joint venture was acquired in connection with our acquisition of HVO and was recorded at fair value on the acquisition date. Our equity income from investments in unconsolidated entities, recorded in equity in earnings from unconsolidated entities in the accompanying consolidated statement of income, was $4.6 million for the year ended December 31, 2014.

The ownership percentages and carrying value of our investments in unconsolidated entities as of December 31, 2014 were as follows:

	Ownership Interest	Carrying Value

		(in thousands)
Maui Timeshare Venture, LLC	33.0%	$	32,919
Other	25.0% - 43.3%		567

Total		$	33,486

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DECEMBER 31, 2014

NOTE 8—PROPERTY AND EQUIPMENT

Property and equipment, net is as follows (in thousands):

	December 31,

	2014			2013
Computer equipment	$	21,389		$	20,084
Capitalized software (including internally-developed software)		97,561			84,067
Land, buildings and leasehold improvements		50,685			28,905
Furniture and other equipment		16,638			14,830
Projects in progress		10,581			8,296

		196,854			156,182
Less: accumulated depreciation and amortization		(110,253	)		(96,626	)

Total property and equipment, net	$	86,601		$	59,556

Capitalized software, net of accumulated amortization, totaled $34.1 million and $29.0 million at December 31, 2014 and 2013, respectively, and is included in "Property and equipment, net" in the accompanying consolidated balance sheets. Depreciation expense for capitalized software recognized in our consolidated income statement for the years ended December 31, 2014, 2013 and 2012 was $10.1 million, $9.3 million and $8.5 million, respectively.

NOTE 9—LONG-TERM DEBT

Long-term debt is as follows (in thousands):

	December 31,

	2014		2013
Revolving credit facility (interest rate of 1.92% at December 31, 2014 and 1.67% at December 31, 2013 respectively)	$	488,000	$	253,000

Total long-term debt	$	488,000	$	253,000

Credit Facility

In April 2014, we entered into the first amendment to the June 21, 2012 amended and restated credit agreement (collectively, the "Amended Credit Agreement") which increased the revolving credit facility from $500 million to $600 million, extended the maturity of the credit facility to April 8, 2019 and provided for certain other amendments to covenants. The terms related to interest rates and commitment fees remained unchanged. As of December 31, 2014, there was $488 million outstanding. The increase of $235 million as of December 31, 2014 is primarily attributable to incremental borrowings of $220 million to finance our acquisition of HVO. Any principal amounts outstanding under the revolving credit facility are due at maturity. The interest rate on the Amended Credit Agreement is based on (at our election) either LIBOR plus a predetermined margin that ranges from 1.25% to 2.25%, or the Base Rate as defined in the Amended Credit Agreement plus a predetermined margin that ranges from 0.25% to 1.25%, in each case based on our leverage ratio. As of December 31,

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DECEMBER 31, 2014

NOTE 9—LONG-TERM DEBT (Continued)

2014, the applicable margin was 1.75% per annum for LIBOR revolving loans and 0.75% per annum for Base Rate loans. The Amended Credit Agreement has a commitment fee on undrawn amounts that ranges from 0.25% to 0.375% per annum based on our leverage ratio and as of December 31, 2014 the commitment fee was 0.275%. Interest expense for the years ended December 31, 2014, 2013 and 2012 was $7.1 million, $6.2 million, and $25.6 million, respectively, net of negligible capitalized interest relating to internally-developed software.

Pursuant to the Amended Credit Agreement, all obligations under the revolving credit facility are unconditionally guaranteed by ILG and certain of its subsidiaries. Borrowings are further secured by (1) 100% of the voting equity securities of ILG's U.S. subsidiaries and 65% of the equity in our first-tier foreign subsidiaries and (2) substantially all of our domestic tangible and intangible property.

Restrictions and Covenants

The Amended Credit Agreement has various financial and operating covenants that place significant restrictions on us, including our ability to incur additional indebtedness, incur additional liens, issue redeemable stock and preferred stock, pay dividends or distributions or redeem or repurchase capital stock, prepay, redeem or repurchase debt, make loans and investments, enter into agreements that restrict distributions from our subsidiaries, sell assets and capital stock of our subsidiaries, enter into certain transactions with affiliates and consolidate or merge with or into or sell substantially all of our assets to another person.

The Amended Credit Agreement requires us to meet certain financial covenants regarding the maintenance of a maximum consolidated leverage ratio of consolidated debt, less credit given for a portion of foreign cash, over consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined. Additionally, we are required to maintain a minimum consolidated interest coverage ratio of consolidated EBITDA over consolidated interest expense. Currently, the maximum consolidated leverage ratio is 3.5x and the minimum consolidated interest coverage ratio is 3.0x. As of December 31, 2014, ILG was in compliance in all material respects with the requirements of all applicable financial and operating covenants, and our consolidated leverage ratio and consolidated interest coverage ratio under the Amended Credit Agreement were 2.88 and 20.69, respectively.

In November 2014, we entered into a second amendment to the Amended Credit Agreement which primarily provides for a second letter of credit issuer and certain other amendments to covenants. Under this amendment, the financial covenants, interest rates, commitment fees and other significant terms remain unchanged.

Extinguishment of Debt

In September 2012, we redeemed all of our $300 million senior notes, issued on August 19, 2008, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, amounting to $314.5 million, at which time the senior notes were no longer deemed to be outstanding and our obligations under the indenture, as previously supplemented, terminated. We funded the redemption through the use of $290 million, drawn on our $500 million revolving credit facility, and cash on hand. The extinguishment of the senior notes resulted in a non-cash, pre-tax loss on

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DECEMBER 31, 2014

NOTE 9—LONG-TERM DEBT (Continued)

extinguishment of debt of $17.9 million during the third quarter of 2012 principally pertaining to the acceleration of the original issue discount and the write-off of the related unamortized deferred debt issuance costs. These losses are presented in a separate line item, loss on extinguishment of debt, within other income (expense) in our consolidated statements of income for the year ended December 31, 2012.

Debt Issuance Costs

In connection with entering into the Amended Credit Agreement in June 2012, we incurred $3.9 million of lender and third-party debt issuance costs and wrote-off the remaining unamortized balance of $0.6 million relating to the original revolving credit and term loan facilities. In connection with entering into the first amendment in April 2014, we carried over $2.5 million of unamortized debt issuance costs pertaining to our June 2012 Amended Credit Agreement and incurred and deferred an additional $1.7 million of debt issuance costs. As of December 31, 2014, total unamortized debt issuance costs were $3.6 million, net of $2.0 million of accumulated amortization. As of December 31, 2013, total debt issuance costs on outstanding debt were $2.7 million, net of $1.2 million of accumulated amortization. Unamortized debt issuance costs are included in other non-current assets in the accompanying consolidated balance sheets and are amortized to interest expense on a straight-line basis through the maturity date of the Amended Credit Agreement.

NOTE 10—FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The estimated fair value of financial instruments below has been determined using available market information and appropriate valuation methodologies, as applicable. There have been no changes in the methods and significant assumptions used to estimate the fair value of financial instruments during the year ended December 31, 2014, other than items respective to HVO subsequent to its October 1, 2014 acquisition. Our financial instruments are detailed in the following table.

	December 31, 2014						December 31, 2013

	Carrying Amount			Fair Value			Carrying Amount			Fair Value
	(In thousands)
Cash and cash equivalents	$	80,493		$	80,493		$	48,462		$	48,462
Restricted cash and cash equivalents		19,984			19,984			7,421			7,421
Loans receivable		15,896			15,896			—			—
Vacation ownership mortgages receivable		37,710			37,624			—			—
Investment in marketable securities		11,368			11,368			—			—
Total debt		(488,000	)		(488,000	)		(253,000	)		(253,000	)

The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reflected in the accompanying consolidated balance sheets approximate fair value as they are redeemable at par upon notice or maintained with various high-quality financial institutions and have original maturities of three months or less. Under the fair value hierarchy established in ASC 820, cash

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DECEMBER 31, 2014

NOTE 10—FAIR VALUE MEASUREMENTS (Continued)

and cash equivalents and restricted cash and cash equivalents are stated at fair value based on quoted prices in active markets for identical assets (Level 1).

The loan receivable as of December 31, 2014 is presented in our consolidated balance sheet within other non-current assets and pertains to a convertible secured loan to CLC that matures five years subsequent to the funding date with interest payable monthly. The loan was funded in October of 2014. The outstanding loan is to be repaid in full at maturity either in cash or by means of a share option exercisable by ILG, at its sole discretion. The carrying value of the loan receivable approximates fair value through inputs inherent to the originating value of this loan, such as interest rates and ongoing credit risk accounted for through non-recurring adjustments for estimated credit losses as necessary (Level 2). The stated interest rate on this loan is comparable to market rate. Interest is recognized within our "Interest income" line item in our consolidated statement of income for the year ended December 31, 2014.

We estimate the fair value of vacation ownership mortgages receivable using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model incorporates default rates, prepayment rates, coupon rates and loan terms respective to the portfolio based on current market assumptions for similar types of arrangements. Based upon the availability of market data, we have classified inputs used in the valuation of our vacation ownership mortgages receivable as Level 3. The primary sensitivity in these assumptions relates to forecasted defaults and projected prepayments which could cause the estimated fair value to vary.

Investments in marketable securities consists of marketable securities (mutual funds) related to a deferred compensation plan that is funded in a Rabbi trust as of December 31, 2014 and classified as other noncurrent assets in the accompanying consolidated balance sheets. This deferred compensation plan was created and funded in connection with the HVO acquisition. Participants in the deferred compensation plan unilaterally determine how their compensation deferrals are invested within the confines of the Rabbi trust which holds the marketable securities. Consequently, management has designated these marketable securities as trading investments, as allowed by applicable accounting guidance, even though there is no intent by ILG to actively buy or sell securities with the objective of generating profits on short-term differences in market prices. These marketable securities are recorded at a fair value of $11.4 million as of December 31, 2014 based on quoted market prices in active markets for identical assets (Level 1). Unrealized trading gains of $0.7 million, and the offsetting employee compensation expense, are included within general and administrative expenses in the accompanying consolidated statements of income for the year ended December 31, 2014. See Note 12 for further discussion in regards to this deferred compensation plan.

The carrying value of the outstanding balance under our $600 million revolving credit facility approximates fair value as of December 31, 2014 and 2013 through inputs inherent to the debt such as variable interest rates and credit risk (Level 2).

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DECEMBER 31, 2014

NOTE 10—FAIR VALUE MEASUREMENTS (Continued)

The guarantees, surety bonds, and letters of credit represent liabilities that are carried on our balance sheet only when a future related contingent event becomes probable and reasonably estimable. These commitments are in place to facilitate our commercial operations. The related fair value of these liabilities is estimated at the minimum expected cash flows contractually required to satisfy the related liabilities in the future upon occurrence of the applicable contingent events (Level 2).

Fair Value of Contingent Consideration

In connection with the VRI Europe transaction, we had an obligation to transfer additional consideration in the form of cash, resulting in incremental noncontrolling interest value in VRI Europe, based on final results of the acquired business for the twelve months ended December 31, 2013. During the second quarter of 2014, the parties reached final agreement resulting in a downward adjustment to the amount of contingent consideration by approximately $1.3 million, net of noncontrolling interest, which was recognized in earnings during that quarter. The final agreed upon liability of $6.5 million was settled in full during the second quarter of 2014.

NOTE 11—EQUITY

ILG has 300 million authorized shares of common stock, par value of $.01 per share. At December 31, 2014, there were 59.5 million shares of ILG common stock issued, of which 57.1 million are outstanding with 2.4 million shares held as treasury stock. At December 31, 2013, there were 59.1 million shares of ILG common stock issued, of which 57.4 million were outstanding with 1.7 million shares held as treasury stock.

ILG has 25 million authorized shares of preferred stock, par value $.01 per share, none of which are issued or outstanding as of December 31, 2014 and 2013. The Board of Directors has the authority to issue the preferred stock in one or more series and to establish the rights, preferences, and dividends.

Dividends Declared

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DECEMBER 31, 2014

NOTE 11—EQUITY (Continued)

Stockholder Rights Plan

In June 2009, ILG's Board of Directors approved the creation of a Series A Junior Participating Preferred Stock, adopted a stockholders rights plan and declared a dividend of one right for each outstanding share of common stock held by our stockholders of record as of the close of business on June 22, 2009. The rights attach to any additional shares of common stock issued after June 22, 2009. These rights, which trade with the shares of our common stock, currently are not exercisable. Under the rights plan, these rights will be exercisable if a person or group acquires or commences a tender or exchange offer for 15% or more of our common stock. The rights plan provides certain exceptions for acquisitions by Liberty Interactive Corporation (formerly known as Liberty Media Corporation) in accordance with an agreement entered into with ILG in connection with its spin-off from IAC/InterActiveCorp (IAC). If the rights become exercisable, each right will permit its holder, other than the "acquiring person," to purchase from us shares of common stock at a 50% discount to the then prevailing market price. As a result, the rights will cause substantial dilution to a person or group that becomes an "acquiring person" on terms not approved by our Board of Directors.

Share Repurchase Program

Effective August 3, 2011 and June 4, 2014, ILG's Board of Directors authorized a share repurchase program for up to $25.0 million and $20.0 million, respectively, excluding commissions, of our outstanding common stock. Acquired shares of our common stock are held as treasury shares carried at cost on our consolidated financial statements. Common stock repurchases may be conducted in the open market or in privately negotiated transactions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors. This program may be modified, suspended or terminated by us at any time without notice.

During the year ended December 31, 2014, we repurchased 0.2 million shares of common stock for $4.1 million, including commissions, under the August 2011 repurchase program and 0.5 million shares of common stock for $10.0 million, including commissions, under the June 2014 repurchase program. As of December 31, 2014, the remaining availability for future repurchases of our common stock was $10.0 million. In February 2015, ILG's Board of Directors increased the share repurchase authorization to a total of $25 million.

Accumulated Other Comprehensive Loss

Pursuant to final guidance issued by the FASB in February of 2013, entities are required to disclose additional information about reclassification adjustments within accumulated other comprehensive income/loss, referred to as AOCL, for ILG, including (1) changes in AOCL balances by component and (2) significant items reclassified out of AOCL in the period. For the years ended December 31, 2014, 2013 and 2012, there were no significant items reclassified out of AOCL, and the change in AOCL pertains to current period foreign currency translation adjustments as disclosed in our accompanying consolidated statements of comprehensive income.

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DECEMBER 31, 2014

NOTE 11—EQUITY (Continued)

Noncontrolling Interests and Redeemable Noncontrolling Interest

Noncontrolling Interest—VRI Europe

In connection with the VRI Europe transaction on November 4, 2013, CLC was issued a noncontrolling interest in VRI Europe representing 24.5% of the business, which was determined based on the purchase price paid by ILG for its 75.5% ownership interest as of the acquisition date. As of December 31, 2014 and 2013, this noncontrolling interest amounts to $33.3 million and $32.7 million, respectively, and is presented on our consolidated balance sheets as a component of equity. The change from December 31, 2013 to December 31, 2014 relates to the recognition of the noncontrolling interest holder's proportional share of VRI Europe's earnings, the translation effect on the foreign currency based amount, and a $0.4 million adjustment related to contingent consideration as discussed in Note 10 to the consolidated financial statements.

The parties have agreed not to transfer their interests in VRI Europe or CLC's related development business for a period of five years from the acquisition. In addition, they have agreed to certain rights of first refusal, and customary drag along and tag along rights, including a right by CLC to drag along ILG's VRI Europe shares in connection with a sale of the entire CLC resort business subject to minimum returns and a preemptive right by ILG. As of December 31, 2014, there have been no changes in ILG's ownership interest percentage in VRI Europe.

Additionally, in connection with this arrangement, ILG and CLC entered into a loan agreement whereby ILG has made available to CLC a convertible secured loan facility of $15.1 million that matures five years subsequent to the funding date with interest payable monthly. The outstanding loan is to be repaid in full at maturity either in cash or by means of a share option exercisable by ILG, at its sole discretion, which would allow for settlement of the loan in CLC's shares of VRI Europe for contractually determined equivalent value. ILG has the right to exercise this share option at any time prior to maturity of the loan; however, the equivalent value for these shares would be measured at a 20% premium to its acquisition date value. We have determined the value of this embedded derivative is not material to warrant bifurcating from the host instrument (loan) at this time. The funding of this loan was subject to certain conditions precedent that were met as of December 31, 2014 and this loan was funded during the fourth quarter of 2014.

Noncontrolling Interest—Hyatt Vacation Ownership

In connection with the HVO acquisition on October 1, 2014, ILG assumed a noncontrolling interest in a joint venture entity, which we fully consolidate, formed for the purpose of developing and selling vacation ownership interests. The fair value of the noncontrolling interests of $3.3 million was determined based on the noncontrolling party's ownership interest applied against the fair value allocated to the respective joint venture entity. As of December 31, 2014, these noncontrolling interests amount to $3.0 million and are presented on our consolidated balance sheet as a component of equity.

Redeemable Noncontrolling Interest

The redeemable noncontrolling interest is presented as temporary equity in the mezzanine section between liabilities and equity on our consolidated balance sheet. This interest represents a noncontrolling ownership in the parent company of our Aston and Aqua businesses. In connection with

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DECEMBER 31, 2014

NOTE 11—EQUITY (Continued)

the acquisition of Aston by ILG in May 2007, a member of senior management of this business purchased an ownership interest at the same per share price as ILG, a portion of which accrues preferred dividends at a rate of 10% per annum, and was granted an additional interest vesting over four and a half years. ILG is party to a fair value put and call arrangement with respect to this individual's holdings whereby this member of management could require ILG to purchase their interest or ILG could acquire such interest at fair value. The fair value of these shares upon exercise of the put or call is equal to their fair market value, determined by negotiation or arbitration, reduced by the accreted value of the preferred interest that was taken by ILG upon the purchase of Aston. The initial value of the preferred interest was equal to the acquisition price of Aston. An additional put right by the holder and call right by ILG would require, upon exercise, the purchase of these non-voting common shares by ILG immediately prior to a registered public offering by Aston, at the public offering price.

This put arrangement is exercisable by the counter-party outside the control of ILG and is accounted for in accordance with the ASC Topic 480, "Distinguishing Liabilities from Equity" ("ASC 480"). Pursuant to this guidance, we are required to adjust the carrying value of this noncontrolling interest, once redeemable, to its maximum redemption amount at each balance sheet date with a corresponding adjustment to retained earnings. Furthermore, if the noncontrolling interest is not currently redeemable yet probable of becoming redeemable, we are required to either (1) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the security will become redeemable, if later) to the earliest redemption date of the instrument using an appropriate methodology, usually the interest method, or (2) recognize changes in the redemption value (for example, fair value) immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. In all periods presented, we elected to use the second approach.

This put and call arrangement became redeemable for the first time in the first quarter of 2013 for a period of 60 days subsequent to the filing of our 2012 Annual Report on Form 10-K and is exercisable annually thereafter. Upon exercise of the put or call, the consideration payable can be denominated in ILG shares, cash or a combination thereof at ILG's option. For the year ended December 31, 2014, no put or call option related to this redeemable noncontrolling interest was exercised.

As of December 31, 2014, the estimated redemption value of this redeemable interest is lower than the current carrying value on our consolidated balance sheet. Consequently, pursuant to the applicable accounting guidance, no adjustment to the balance of this noncontrolling interest was recorded for the year ended December 31, 2014 or any prior period presented.

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DECEMBER 31, 2014

NOTE 11—EQUITY (Continued)

The balance of the redeemable noncontrolling interest as of December 31, 2014 and 2013 was $0.5 million and $0.4 million, respectively. Changes during the years then ended are as follows (in thousands):

	December 31,

	2014		2013
Balance, beginning of period	$	426	$	426
Net income attributable to redeemable noncontrolling interest		31		—

Balance, end of period	$	457	$	426

NOTE 12—BENEFIT PLANS

Under a retirement savings plan sponsored by ILG, qualified under Section 401(k) of the Internal Revenue Code, participating employees may contribute up to 50.0% of their pre-tax earnings, but not more than statutory limits. ILG provides a discretionary match under the ILG plan of fifty cents for each dollar a participant contributed into the plan with a maximum contribution of 3% of a participant's eligible earnings, subject to Internal Revenue Service ("IRS") restrictions. Matching contributions for the ILG plan were approximately $1.8 million, $1.6 million and $1.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. Matching contributions were invested in the same manner as each participant's voluntary contributions in the investment options provided under the plan.

During the three years ended December 31, 2014, 2013 and 2012, we also had or participated in various benefit plans, principally defined contribution plans, for non-U.S. employees. Our contributions for these plans were approximately $0.3 million in each of 2014, 2013 and 2012.

Effective August 20, 2008, a deferred compensation plan (the "Director Plan") was established to provide non-employee directors of ILG an option to defer director fees on a tax-deferred basis. Participants in the Director Plan are allowed to defer a portion or all of their compensation and are 100% vested in their respective deferrals and earnings. With respect to director fees earned for services performed after the date of such election, participants may choose from receiving cash or stock at the end of the deferral period. ILG has reserved 100,000 shares of common stock for issuance pursuant to this plan, of which 46,758 share units were outstanding at December 31, 2014. ILG does not provide matching or discretionary contributions to participants in the Director Plan. Any deferred compensation elected to be received in stock is included in diluted earnings per share.

Effective October 1, 2014, a non-qualified deferred compensation plan (the "DCP") was established to allow certain eligible employees of ILG an option to defer compensation on a tax-deferred basis. The establishment of the DCP was also intended to receive a transfer of deferred compensation liabilities in connection with the acquisition of HVO. Participants in the DCP make an election prior to the first of each year to defer an amount of compensation payable for services to be rendered beginning in the next calendar year, or to receive distributions. Participants are fully vested in all amounts held in their individual accounts. The DCP is fully funded in a Rabbi trust. The Rabbi trust is subject to creditor claims in the event of insolvency, but the assets held in the Rabbi trust are not available for general corporate purposes. Amounts in the Rabbi trust are invested in mutual funds,

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DECEMBER 31, 2014

NOTE 12—BENEFIT PLANS (Continued)

as selected by participants, which are designated as trading securities and carried at fair value. Subsequent to the acquisition of HVO, there was a net transfer of $10.6 million into the Rabbi trust related to participants acquired with the acquisition. As of December 31, 2014, the fair value of the investments in the Rabbi trust was $11.4 million which is recorded in other non-current assets with the corresponding deferred compensation liability recorded in other long-term liabilities in the consolidated balance sheet. We recorded unrealized gains of $0.7 million in general and administrative expenses related to the investment gains, and a charge to compensation expense related to the increase in deferred compensation liabilities to reflect our exposure of the DCP liability, in the consolidated statement of income for the year ended December 31, 2014.

NOTE 13—STOCK-BASED COMPENSATION

On May 21, 2013, ILG adopted the Interval Leisure Group, Inc. 2013 Stock and Incentive Plan and stopped granting awards under the ILG 2008 Stock and Annual Incentive Plan ("2008 Incentive Plan"). Both plans provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. RSUs are awards in the form of phantom shares or units, denominated in a hypothetical equivalent number of shares of ILG common stock and with the value of each award equal to the fair value of ILG common stock at the date of grant. Each RSU is subject to service- based vesting, where a specific period of continued employment must pass before an award vests. We grant awards subject to graded vesting (i.e. portions of the award vest at different times during the vesting period) or to cliff vesting (i.e., all awards vest at the end of the vesting period). In addition, certain RSUs are subject to attaining specific performance criteria.

ILG recognizes non-cash compensation expense for all RSUs held by ILG's employees. For RSUs to be settled in stock, the accounting charge is measured at the grant date as the fair value of ILG common stock and expensed as non- cash compensation over the vesting term using the straight-line basis for service awards and the accelerated basis for performance-based awards with graded vesting. Certain cliff vesting awards contain performance criteria which are tied to anticipated future results of operations in determining the fair value of the award, while other cliff vesting awards with performance criteria are tied to the achievement of certain market conditions. This value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line recognition method. The expense associated with RSU awards to be settled in cash is initially measured at fair value at the grant date and expensed ratably over the vesting term, recording a liability subject to mark-to-market adjustments for changes in the price of the respective common stock, as compensation expense.

Shares underlying RSUs are not issued or outstanding until vested. In relation to our quarterly dividend, unvested RSUs are credited with dividend equivalents, in the form of additional RSUs, when dividends are paid on our shares of common stock. Such additional RSUs are forfeitable and will have the same vesting dates and will vest under the same terms as the RSUs in respect of which such additional RSUs are credited. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two-class method of determining earnings per share.

Under the ILG 2013 Stock and Incentive Compensation Plan, the maximum aggregate number of shares of common stock reserved for issuance as of adoption is 4.1 million shares, less one share for

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DECEMBER 31, 2014

NOTE 13—STOCK-BASED COMPENSATION (Continued)

every share granted under any prior plan after December 31, 2012. As of December 31, 2014, ILG has 2.8 million shares available for future issuance under the 2013 Stock and Incentive Compensation Plan.

During the first quarter of 2014, 2013 and 2012, the Compensation Committee granted approximately 390,000, 657,000 and 586,000 RSUs, respectively, vesting over three to four years, to certain officers and employees of ILG and its subsidiaries. Of the RSUs granted in 2014, 2013 and 2012, approximately 116,000, 300,000 and 130,000 cliff vest in three years and approximately 84,000, 58,000 and 73,000 of these RSUs, respectively, are subject to performance criteria that could result between 0% and 200% of these awards being earned either based on defined Adjusted EBITDA or relative total shareholder return targets over the respective performance period, as specified in the award document.

For the 2014, 2013 and 2012 RSUs subject to relative total shareholder return performance criteria, the number of RSUs that may ultimately be awarded depends on whether the market condition is achieved. We used a Monte Carlo simulation analysis to estimate a per unit grant date fair value for these performance based RSUs of $36.90 for 2014, $29.61 for 2013 and $17.34 for 2012. This analysis estimates the total shareholder return ranking of ILG as of the grant date relative to two peer groups approved by the Compensation Committee, over the remaining performance period. The expected volatility of ILG's common stock at the date of grant was estimated based on a historical average volatility rate for the approximate three-year performance period. The dividend yield assumption was based on historical and anticipated dividend payouts. The risk-free interest rate assumption was based on observed interest rates consistent with the approximate three-year performance measurement period.

Non-cash compensation expense related to RSUs for the years ended December 31, 2014, 2013 and 2012 was $11.4 million, $10.4 million and $10.9 million, respectively. At December 31, 2014, there was approximately $18.8 million of unrecognized compensation cost, net of estimated forfeitures, related to RSUs, which is currently expected to be recognized over a weighted average period of approximately 2.0 years.

The amount of stock-based compensation expense recognized in the consolidated statements of income is reduced by estimated forfeitures, as the amount recorded is based on awards ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods for any changes to the estimated forfeiture rate from that previously estimated. For any vesting tranche of an award, the cumulative amount of compensation cost recognized is at least equal to the portion of the grant-date value of the award tranche that is actually vested at that date.

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DECEMBER 31, 2014

NOTE 13—STOCK-BASED COMPENSATION (Continued)

Non-cash stock-based compensation expense related to equity awards is included in the following line items in the accompanying consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 (in thousands):

	Year Ended December 31,

	2014			2013			2012
Cost of sales	$	724		$	686		$	639
Selling and marketing expense		1,392			1,193			1,034
General and administrative expense		9,247			8,549			9,258

Non-cash compensation expense before income taxes		11,363			10,428			10,931
Income tax benefit		(4,330	)		(3,960	)		(4,222	)

Non-cash compensation expense after income taxes	$	7,033		$	6,468		$	6,709

The following table summarizes RSU activity during the years ended December 31, 2012, 2013 and 2014:

	Shares			Weighted-Average Grant Date Fair Value

	(In thousands)
Non-vested RSUs at December 31, 2011		2,098		$	12.22
Granted		679			13.72
Vested		(1,156	)		11.49
Forfeited		(52	)		13.72

Non-vested RSUs at December 31, 2012		1,569			13.29
Granted		713			20.83
Vested		(766	)		12.16
Forfeited		(21	)		17.85

Non-vested RSUs at December 31, 2013		1,495			17.33
Granted		726			23.99
Vested		(468	)		16.27
Forfeited		(59	)		24.01

Non-vested RSUs at December 31, 2014		1,694		$	20.23

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DECEMBER 31, 2014

NOTE 14—INCOME TAXES

U.S. and foreign earnings from continuing operations before income taxes and noncontrolling interest are as follows (in thousands):

	Year Ended December 31,

	2014		2013		2012
U.S.	$	100,265	$	112,620	$	55,464
Foreign		26,734		14,574		9,497

Total	$	126,999	$	127,194	$	64,961

The components of the provision for income taxes attributable to continuing operations are as follows (in thousands):

	Year Ended December 31,

	2014		2013			2012
Current income tax provision
Federal	$	28,671	$	38,832		$	12,016
State		5,400		3,808			2,931
Foreign		3,831		4,341			2,798

Current income tax provision		37,902		46,981			17,745

Deferred income tax provision (benefit)
Federal		3,609		(506	)		3,972
State		914		(1,759	)		1,901
Foreign		2,626		696			634

Deferred income tax provision (benefit)		7,149		(1,569	)		6,507

Income tax provision	$	45,051	$	45,412		$	24,252

ILG records a deferred tax asset, or future tax benefit, based on the amount of non-cash compensation expense recognized in the financial statements for stock-based awards. For income tax purposes, ILG receives a tax deduction equal to the stock price on the vesting date of the stock-based awards. Upon vesting of these awards, the deferred tax assets are reversed, and the difference between the deferred tax asset and the realized income tax benefit creates an excess tax benefit or deficiency that increases or decreases the additional paid-in-capital pool ("APIC pool"). If the amount of future tax deficiencies is greater than the available APIC pool, ILG will record the deficiencies in excess of the APIC pool as income tax expense in its consolidated statements of operations. During 2014, 2013, and 2012 net excess tax benefits associated with stock-based awards of approximately $1.9 million, $2.9 million and $2.6 million, respectively, were recorded as amounts credited to APIC.

The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below (in

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DECEMBER 31, 2014

NOTE 14—INCOME TAXES (Continued)

thousands). The valuation allowance is related to items for which it is more likely than not that the tax benefit will not be realized.

	December 31,

	2014			2013
Deferred tax assets:
Deferred revenue	$	34,278		$	40,607
Provision for accrued expenses		5,666			4,539
Non-cash compensation		6,552			5,123
Net operating loss and tax credit carryforwards		1,534			675
Other		916			1,737

Total deferred tax assets		48,946			52,681
Less valuation allowance		(234	)		(666	)

Net deferred tax assets		48,712			52,015

Deferred tax liabilities:
Intangible and other assets		(102,594	)		(103,986	)
Deferred membership costs		(6,951	)		(7,679	)
Property and equipment		(10,270	)		(8,297	)
Investments in unconsolidated entities		(2,594	)		—
Installment sales of vacation ownership interests		(1,054	)		—
Other		(1,565	)		(972	)

Total deferred tax liabilities		(125,028	)		(120,934	)

Net deferred tax liability	$	(76,316	)	$	(68,919	)

At December 31, 2014 and 2013, ILG had foreign NOLs of approximately $7.2 million and $2.0 million, respectively, available to offset future income, virtually all of which can be carried forward indefinitely. The increase in foreign NOLs is primarily attributable to certain new financial reporting standards adopted for foreign statutory purposes in 2014.

A valuation allowance for deferred tax assets is provided when it is more likely than not that certain deferred tax assets will not be realized. Realization is dependent upon the generation of future taxable income or the reversal of deferred tax liabilities during the periods in which those temporary differences become deductible. We consider the history of taxable income in recent years, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies to make this assessment. During 2014, the valuation allowance decreased primarily due to the liquidation of one of ILG's foreign subsidiaries and its related deferred tax asset and valuation allowance for NOL carryforwards that were ultimately not utilized. At December 31, 2014, ILG had a valuation allowance of approximately $0.2 million related to the portion of foreign NOL carryforwards for which, more likely than not, the tax benefit will not be realized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 14—INCOME TAXES (Continued)

A reconciliation of total income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes and noncontrolling interest is shown as follows (in thousands, except percentages):

	Year Ended December 31,

	2014						2013						2012
	Amount			%			Amount			%			Amount			%
Income tax provision at the federal statutory rate of 35%	$	44,450			35.0		$	44,518			35.0		$	22,736			35.0
State income taxes, net of effect of federal tax benefit		4,104			3.2			1,332			1.1			3,141			4.8
Foreign income taxed at a different statutory tax rate		(3,048	)		(2.4	)		(1,240	)		(1.0	)		(745	)		(1.2	)
U.S. tax consequences of foreign operations		(47	)		(0.0	)		181			0.1			(291	)		(0.4	)
Other, net		(408	)		(0.3	)		621			0.5			(589	)		(0.9	)

Income tax provision	$	45,051			35.5		$	45,412			35.7		$	24,252			37.3

In accordance with ASC 740, no federal and state income taxes have been provided on permanently reinvested earnings of certain foreign subsidiaries aggregating approximately $80.5 million at December 31, 2014. If, in the future, these earnings are repatriated to the U.S., or if ILG determines such earnings will be repatriated to the U.S. in the foreseeable future, additional tax provisions would be required. Due to complexities in the tax laws and the assumptions that would have to be made, it is not practicable to estimate the amounts of income taxes that would have to be provided.

ASC 740 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows:

	(In thousands)

	2014			2013			2012
Balance at beginning of year	$	509		$	662		$	870
Additions for tax positions of prior years		33			1,167			37
Reductions for tax positions of prior years		—			(1,150	)		—
Settlements		—			—			(97	)
Expiration of applicable statute of limitations		(285	)		(170	)		(148	)

Balance at end of year	$	257		$	509		$	662

As of December 31, 2014, 2013 and 2012, ILG had unrecognized tax benefits of $0.3 million, $0.5 million and $0.7 million, respectively, which if recognized, would favorably affect the effective tax rate. Also included in the balance of unrecognized tax benefits as of December 31, 2014, 2013 and 2012 are $0.1 million, $0.2 million and $0.4 million, respectively, of unrecognized tax benefits related to the acquisition of TPI. In connection with our acquisition of TPI, the former shareholders have agreed to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 14—INCOME TAXES (Continued)

indemnify us for all tax liabilities and related interest and penalties for the pre- acquisition period. The net decrease of $0.2 million in 2014 in unrecognized tax benefits is primarily attributable to the decrease in unrecognized tax benefits associated with the expiration of the statute of limitations related to foreign taxes and certain tax credits, partly offset by other income tax items. The net decrease of $0.2 million in 2013 in unrecognized tax benefits is due principally to a decrease in foreign taxes as a result of the expiration of the statute of limitations partly offset by other income tax items. Additionally, during the first quarter of 2013, the unrecognized tax benefits increased by approximately $1.1 million related to state income tax items. During the fourth quarter of 2013, we received a favorable binding technical advisement issued by a state taxing authority on state income tax items, which allowed us to decrease our unrecognized tax benefits by the $1.1 million. The net decrease of $0.2 million in 2012 in unrecognized tax benefits is due principally to both a decrease in foreign taxes as a result of the expiration of the statute of limitations and settlements with taxing authorities related primarily to certain tax credits, partly offset by other income tax items.

ILG recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. There were no material accruals for interest during 2014, 2013, and 2012. During these periods, interest and penalties decreased by approximately $0.1 million, $0.2 million and $0.2 million, respectively, as a result of the expiration of the statute of limitations related to foreign taxes. At December 31, 2014, 2013 and 2012, ILG has accrued $0.3 million, $0.4 million and $0.6 million, respectively, for the payment of interest and, if applicable, penalties.

ILG believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $0.1 million within twelve months of the current reporting date due primarily to the expiration of the statute of limitations related to foreign taxes and other tax credits. An estimate of other changes in unrecognized tax benefits cannot be made, but is not expected to be significant.

ILG has routinely been under audit by federal, state, local and foreign taxing authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by ILG are recorded in the period they become known. Under a tax sharing agreement, IAC indemnifies ILG for all consolidated tax liabilities and related interest and penalties for the pre-spin period.

The statute of limitations for IAC's federal consolidated tax returns for the years 2001 through 2009, which includes our operations from September 24, 2002, our date of acquisition by IAC, until the spin-off in August 2008, expired on July 1, 2014. Various IAC consolidated tax returns that include our operations, filed with state and local jurisdictions, are currently under examination for various tax years beginning with 2006. The IRS is also currently examining ILG's federal consolidated tax return for the period ended December 31, 2012. As of December 31, 2014, no other open tax years are under examination by the IRS or any material state and local jurisdictions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 14—INCOME TAXES (Continued)

income tax expense, was reflected in the 2013 reporting period. The change in the corporate tax rate initially negatively impacted income tax expense as the future benefit expected to be realized from our U.K. net deferred tax assets decreased; however, going forward, the lower corporate tax rate will decrease income tax expense and favorably impact our effective tax rate.

NOTE 15—SEGMENT INFORMATION

Segment Information

Pursuant to FASB guidance as codified in ASC 280, an operating segment is a component of a public entity (1) that engages in business activities that may earn revenues and incur expenses; (2) for which operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segments and assess its performance; and (3) for which discrete financial information is available. We also considered how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered. In the fourth quarter of 2014, as a result of the acquisition of HVO, ILG reorganized its management reporting structure resulting in the following operating and reportable segments: Exchange and Rental, and Vacation Ownership.

Our Exchange and Rental segment offers access to vacation accommodations and other travel-related transactions and services to leisure travelers, by providing vacation exchange services and vacation rental, working with resort developers and managing vacation properties. Our Vacation Ownership segment engages in the management, sales, marketing, financing, and development of vacation ownership interests and related services to owners and associations.

ILG provides certain corporate functions that benefit the organization as whole. Such corporate functions include corporate services relating to oversight, accounting, legal, treasury, tax, internal audit, human resources, and certain IT functions. Historically most of these costs have been borne by the Interval business. Beginning in the fourth quarter of 2014, costs relating to such corporate functions that are not directly cross-charged to individual businesses are being allocated to our two operating and reportable segments based on a pre-determined measure of profitability relative to total ILG. All such allocations relate only to general and administrative expenses. The consolidated statements of income are not impacted by this cross-segment allocation. Consequently, for comparative purposes, we have recasted our segment results for 2014, 2013 and 2012 to include such corporate allocations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 15—SEGMENT INFORMATION (Continued)

Information on reportable segments and reconciliation to consolidated operating income is presented below. Prior period segment financial information presented has been recast to reflect the reorganized reporting structure (in thousands):

	Year Ended December 31,

	2014		2013		2012
Exchange and Rental
Membership revenue	$	352,513	$	365,007	$	357,732
Rental management revenue		48,148		29,956		27,075
Pass-through revenues		82,729		47,426		43,986

Total revenues		483,390		442,389		428,793
Cost of sales		183,868		145,562		141,153

Gross profit		299,522		296,827		287,640
Selling and marketing expense		58,020		53,100		53,120
General and administrative expense		102,796		93,903		93,237
Amortization expense of intangibles		7,058		5,126		20,444
Depreciation expense		14,683		14,134		13,185

Segment operating income	$	116,965	$	130,564	$	107,654

	Year Ended December 31,

	2014		2013		2012
Vacation Ownership
Management fee revenue	$	92,017	$	41,595	$	27,871
Vacation ownership sales and financing revenue		9,478		—		—
Pass-through revenue		29,488		17,231		16,675

Total revenue		130,983		58,826		44,546
Cost of sales		80,613		33,948		27,106

Gross profit		50,370		24,878		17,440
Selling and marketing expense		3,595		622		439
General and administrative expense		30,374		18,671		12,033
Amortization expense of intangibles		5,243		3,007		2,597
Depreciation expense		1,029		397		244

Segment operating income	$	10,129	$	2,181	$	2,127

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 15—SEGMENT INFORMATION (Continued)

	Year Ended December 31,

	2014		2013		2012
Consolidated
Revenue	$	614,373	$	501,215	$	473,339
Cost of sales		264,481		179,510		168,259

Gross profit		349,892		321,705		305,080
Direct segment operating expenses		222,798		188,960		195,299

Operating income	$	127,094	$	132,745	$	109,781

Selected financial information by reportable segment is presented below (in thousands):

	December 31,

	2014		2013
Total Assets:
Exchange and Rental	$	931,698	$	732,161
Vacation Ownership		395,921		292,458

Total	$	1,327,619	$	1,024,619

	Year Ended December 31,

	2014		2013		2012
Capital expenditures
Exchange and Rental	$	18,008	$	14,361	$	14,491
Vacation Ownership		1,079		339		549

Total	$	19,087	$	14,700	$	15,040

Geographic Information

We conduct operations through offices in the U.S. and 15 other countries. For the years ended December 31, 2014, 2013 and 2012 revenue is sourced from over 100 countries worldwide. Other than the United States and Europe, revenue sourced from any individual country or geographic region did not exceed 10% of consolidated revenue for the years ended December 31, 2014, 2013 and 2012.

Geographic information on revenue, based on sourcing, and long-lived assets, based on physical location, is presented in the table below (in thousands). Amounts in the proceeding table representing

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 15—SEGMENT INFORMATION (Continued)

revenue sourced from the United States and Europe versus all other countries for the year ended December 31, 2012 have been reclassified to conform to current period presentation.

	Year Ended December 31,

	2014		2013		2012
Revenue:
United States	$	483,007	$	404,886	$	385,973
Europe		73,119		34,306		26,715
All other countries(1)		58,247		62,023		60,651

Total	$	614,373	$	501,215	$	473,339

(1): Includes countries within the following continents: Africa, Asia, Australia, North America and South America.

	December 31,

	2014		2013
Long-lived assets (excluding goodwill and intangible assets):
United States	$	81,291	$	53,056
Europe		4,884		5,812
All other countries		426		688

Total	$	86,601	$	59,556

NOTE 16—COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, ILG is a party to various legal proceedings. ILG establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. ILG does not establish reserves for identified legal matters when ILG believes that the likelihood of an unfavorable outcome is not probable. Although management currently believes that an unfavorable resolution of claims against ILG, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of ILG, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. ILG also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 14 for a discussion of income tax contingencies.

Lease Commitments

ILG leases office space, computers and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses. We account for leases under ASC Topic 840, "Leases" ("ASC 840").

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 16—COMMITMENTS AND CONTINGENCIES (Continued)

Future minimum payments under operating lease agreements are as follows (in thousands):

Years Ending December 31,

2015	$	14,308
2016		12,684
2017		9,527
2018		7,868
2019		6,728
Thereafter through 2021		9,833

Total	$	60,948

Expense charged to operations under these agreements was $12.7 million, $11.1 million and $10.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. Lease expense is recognized on a straight-line basis over the term of the lease, including any option periods, as appropriate. The same lease term is used for lease classification, the amortization period of related leasehold improvements, and the estimation of future lease commitments.

Other items, such as certain purchase commitments and guarantees are not recognized as liabilities in our consolidated financial statements but are required to be disclosed in the footnotes to the financial statements. These funding commitments could potentially require our performance in the event of demands by third parties or contingent events. The following table summarizes these items, on an undiscounted basis, at December 31, 2014 and the future periods in which such obligations are expected to be settled in cash. In addition, the table reflects the timing of principal and interest payments on outstanding borrowings.

Years Ending December 31,	Total		2015		2016		2017		2018		2019		Thereafter

	(Dollars in thousands)
Debt principal	$	488,000	$	—	$	—	$	—	$	—	$	488,000	$	—
Debt interest (projected)		42,583		9,970		9,997		9,969		9,970		2,677		—
Guarantees, surety bonds, and letters of credit		65,315		57,473		4,661		1,353		1,148		596		84
Purchase obligations		80,044		19,609		11,626		19,717		7,772		7,320		14,000

Total commitments	$	675,942	$	87,052	$	26,284	$	31,039	$	18,890	$	498,593	$	14,084

At December 31, 2014, guarantees, surety bonds and letters of credit totaled $65.3 million, with the highest annual amount of $57.5 million occurring in year one. The total includes a guarantee by us of up to $36.7 million of the construction loan for the Maui project. The total also includes maximum exposure under guarantees of $17.9 million which primarily relates to our Exchange and Rental segment's rental management agreements, including those with guaranteed dollar amounts, and accommodation leases supporting the segment's management activities that are entered into on behalf of the property owners for which either party generally may terminate such leases upon 60 to 90 days prior written notice to the other party. In addition, certain of our rental management agreements provide that owners receive specified percentages of the rental revenue generated under its management. In these cases, the operating expenses for the rental operations are paid from the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 16—COMMITMENTS AND CONTINGENCIES (Continued)

revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and our vacation rental business either retain the balance (if any) as its fee or makes up the deficit. Although such deficits are reasonably possible in a few of these agreements, as of December 31, 2014, future amounts are not expected to be significant either individually or in the aggregate.

Additionally, as of December 31, 2014, our letters of credit totaled $8.3 million and were principally related to our Vacation Ownership sales and financing activities. More specifically, these letter of credits provide alternate assurance on amounts held in escrow which enable our developer entities to access purchaser deposits prior to closings, as well as provide a guarantee of maintenance fees owed by our developer entities during subsidy periods at a particular vacation ownership resort, among other items.

The purchase obligations primarily relate to future guaranteed purchases of rental inventory, operational support services, marketing related benefits and membership fulfillment benefits. Certain of our vacation rental businesses also enter into agreements, as principal, for services purchased on behalf of property owners for which it is subsequently reimbursed. As such, we are the primary obligor and may be liable for unreimbursed costs. As of December 31, 2014, amounts pending reimbursements are not significant.

European Union Value Added Tax Matter

In 2009, the European Court of Justice issued a judgment related to Value Added Tax ("VAT") in Europe against an unrelated party. The judgment affects companies who transact within the European Union ("EU"), specifically providers of vacation interest exchange services, and altered the manner in which the Exchange and Rental segment accounts for VAT on its revenues as well as to which EU country VAT is owed.

As of December 31, 2014 and December 31, 2013, ILG had an accrual of $2.3 million and $2.9 million, respectively, representing accrued VAT liabilities, net of any VAT reclaim refund receivable related to this matter. The net change of $0.6 million in the accrual from December 31, 2013 primarily relates to a decrease in the change in estimate primarily to update the periods for which the accrued VAT liabilities are due, as well as the effect of foreign currency remeasurements. Changes in estimates resulted in favorable adjustments of $0.7 million, $1.1 million and $1.2 million to our consolidated statements of income for the years ended December 31, 2014, 2013 and 2012, respectively.

Because of the uncertainty surrounding the ultimate outcome and settlement of these VAT liabilities, it is reasonably possible that future costs to settle these VAT liabilities as of December 31, 2014 may range from $2.3 million up to approximately $3.5 million based on quarter-end exchange rates. ILG believes that the $2.3 million accrual at December 31, 2014 is our best estimate of probable future obligations for the settlement of these VAT liabilities. The difference between the probable and reasonably possible amounts is primarily attributable to the assessment of certain potential penalties.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 17—SUPPLEMENTAL CASH FLOW INFORMATION

	Year Ended December 31,

	2014		2013		2012
	(In thousands)
Non-cash financing activity:
Issuance of noncontrolling interest in connection with an acquisition	$	—	$	31,347	$	—
Cash paid during the period for:
Interest, net of amounts capitalized	$	6,376	$	5,358	$	31,363
Income taxes, net of refunds	$	48,309	$	42,750	$	25,693

NOTE 18—RELATED PARTY TRANSACTIONS

Agreements with Liberty

In connection with the spin-off, ILG entered into a "Spinco Agreement" with Liberty Interactive Corporation, formerly known as Liberty Media Corporation, and assumed from IAC certain rights and obligations relating to post-spin-off governance arrangements and acquisitions, including:

•: subject to specified requirements and so long as Liberty beneficially owns at least 20% of the voting power of our equity securities, Liberty has the ability to nominate up to 20% of our directors, all but one of which shall be independent;
•: subject to specified exceptions, Liberty may not acquire beneficial ownership of additional ILG equity securities, or transfer such securities; and
•: ILG will provide Liberty information and the opportunity to make a bid in the event of certain types of negotiated transactions involving ILG.

As required by the Spinco Agreement, ILG also entered into a registration rights agreement with Liberty at the time of the spin-off. Under the registration rights agreement, Liberty and its permitted transferees (the "Holders") are entitled to three demand registration rights (and unlimited piggyback registration rights) in respect of the shares of ILG common stock received by Liberty as a result of the spin-off and other shares of ILG common stock acquired by Liberty consistent with the Spinco Agreement (collectively, the "Registrable Shares"). The Holders are permitted to exercise their registration rights in connection with certain hedging transactions that they may enter into in respect of the Registrable Shares. ILG is obligated to indemnify the Holders, and each selling Holder is obligated to indemnify ILG, against specified liabilities in connection with misstatements or omissions in any registration statement.

CLC World Resorts and Hotels

Effective November 4, 2013, CLC became a related party of ILG when VRI Europe Limited, a subsidiary of ILG, purchased CLC's European shared ownership resort management business and, in connection with this purchase, issued to CLC a noncontrolling interest in VRI Europe. As part of this arrangement, VRI Europe and CLC entered into a shared services arrangement whereby each party provides certain services to one another at an agreed upon cost. VRI Europe's corresponding income and expense resulting from this shared services arrangement is recorded on a straight-line basis

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 18—RELATED PARTY TRANSACTIONS (Continued)

throughout the year. Additionally, we have an ongoing business relationship with CLC as part of their Interval Network affiliation.

During the year ended December 31, 2014, VRI Europe recorded $0.7 million and $3.1 million of income and expense, respectively, in shared services with CLC, which is included within our Vacation Ownership segment. Additionally, we recorded $0.6 million of Exchange and Rental revenue in 2014 related to membership enrollments and sales of marketing materials. As of December 31, 2014, we had a trade payable of $0.1 million due to CLC, and a receivable of $0.5 million due from CLC.

During the year ended December 31, 2013, VRI Europe recorded $0.1 million and $0.5 million of income and expense, respectively, in shared services with CLC, which is included within our Vacation Ownership segment. Additionally, we recorded $0.7 million of Exchange and Rental revenue in 2013 related to membership enrollments and sales of marketing materials. As of December 31, 2013, we had a trade payable of $0.6 million due to CLC, and a receivable of $1.8 million due from CLC.

As of December 31, 2014, we have a loan of $15.1 million due from CLC. The loan is secured and matures five years subsequent to the funding date with interest payable monthly. The outstanding loan is to be repaid in full at maturity either in cash or by means of a share option exercisable by ILG, at its sole discretion, which would allow for settlement of the loan in CLC's shares of VRI Europe for contractually determined equivalent value. The funding of this loan was in October 2014. We recorded interest income of $0.2 million in the consolidated statement of income for the year ended December 31, 2014.

Royal Caribbean Cruises

Royal Caribbean Cruises Ltd. ("RCCL") is a related party of ILG as one of our board members is currently employed at RCCL. Through the travel services we offer, we sell RCCL cruises at either net or published fares. We recognize revenue for such transactions on a net basis. During each of the years ended December 31, 2014 and 2013, we recorded revenue of $0.9 million for such RCCL cruises sold to Interval members and others. As of December 31, 2014 and 2013, we had a trade payable of $1.7 million and $1.4 million, respectively, due to RCCL, relating to net fare transactions, and as of each of the respective year ends, a receivable of $0.1million, for commissions due from RCCL, relating to sales transactions at published fares.

Maui Timeshare Venture and Host Hotels and Resorts

In connection with the acquisition of HVO in October of 2014, we acquired a noncontrolling ownership interest in Maui Timeshare Venture, LLC, a joint venture to develop and operate a vacation ownership resort in the state of Hawaii. Host Hotels and Resorts Inc. controls the majority ownership interest in this joint venture. Consequently, we've determined both entities represent related parties of ILG.

During the year ended December 31, 2014, we recorded revenue of $9.9 million from this joint venture related primarily to resort management and vacation ownership sales and marketing services performed on behalf of the joint venture pursuant to contractual arrangements at market rates. As of December 31, 2014, we had a trade payable of $2.0 million due to the joint venture and a receivable of $1.5 million owed from the joint venture.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2014

NOTE 19—QUARTERLY RESULTS (UNAUDITED)

Revenue at ILG is influenced by the seasonal nature of travel. The vacation exchange business generally recognize exchange and Getaway revenue based on confirmation of the vacation, with the first quarter generally experiencing higher revenue and the fourth quarter generally experiencing lower revenue. The vacation rental business recognize rental revenue based on occupancy, with the first and third quarters generally generating higher revenue and the second and fourth quarters generally generating lower revenue. The timeshare management part of this business does not experience significant seasonality.

	Quarter Ended

	March 31		June 30		September 30		December 31
	(In thousands, except for share data)
2014
Revenue	$	157,041	$	143,528	$	146,683	$	167,121
Gross profit		93,191		83,767		87,688		85,246
Operating income		40,425		31,937		34,905		19,827
Net income attributable to common stockholders		23,175		18,360		21,295		15,560
Earnings per share attributable to common stockholders(1):
Basic		0.41		0.32		0.37		0.27
Diluted		0.41		0.32		0.37		0.27
2013
Revenue(2)	$	134,881	$	124,983	$	119,156	$	122,195
Gross profit		88,505		81,562		77,165		74,473
Operating income		42,789		33,471		31,378		25,107
Net income attributable to common stockholders		25,004		20,570		17,101		18,542
Earnings per share attributable to common stockholders(1):
Basic		0.44		0.36		0.30		0.32
Diluted		0.44		0.36		0.29		0.32

(1): For the years ended December 31, 2014 and 2013, per share amounts for the quarters may not add to the annual amount because of rounding and differences in the average common shares outstanding during each period.
(2): Revenue for the quarter ended June 30, 2013 includes a correction of an immaterial prior period understatement of membership revenue amounting to $4.1 million.

151

Item 9. Changes in and Disagreements with Accountant on Accounting and Financial Disclosure.

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We monitor and evaluate on an ongoing basis our disclosure controls and internal control over financial reporting in order to improve our overall effectiveness. In the course of this evaluation, we modify and refine our internal processes as conditions warrant.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (the "2013 framework"). In making this assessment, our management used the criteria for effective internal control over financial reporting described in "Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that, as of December 31, 2014, our internal control over financial reporting is effective based on the criteria established in the 2013 framework. Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of our Hyatt Vacation Ownership business acquired in October 2014. This business is included in our 2014 consolidated financial statements and constituted $281.2 million and $227.8 million of total and net assets, respectively, as of December 31, 2014 and $29.4 million and $2.2 million of revenue and net income, respectively, for the year then ended.

The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by Ernst & Young LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, as stated in their attestation report, included herein.

152

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) of the Exchange Act, we, under the supervision and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, also evaluated whether any changes occurred to our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, there have been no material changes to internal controls over financial reporting.

Limitation on Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The inherent limitations of these systems include the realities that judgments in decision-making may be flawed and that breakdowns may occur because of simple error or mistake. Additionally, controls could be circumvented by the individual acts of some persons or by collusion of two or more people. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

153

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Interval Leisure Group, Inc. and subsidiaries

We have audited Interval Leisure Group, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Interval Leisure Group, Inc. and subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the Hyatt Vacation Ownership business which is included in the 2014 consolidated financial statements of Interval Leisure Group, Inc. and subsidiaries and constituted $281.2 million and $227.8 million of total and net assets, respectively, as of December 31, 2014 and $29.4 million and $2.2 million of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of Interval Leisure Group, Inc. and subsidiaries also did not include an evaluation of the internal control over the Hyatt Vacation Ownership business.

In our opinion, Interval Leisure Group, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

154

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Interval Leisure Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2014 of Interval Leisure Group, Inc. and subsidiaries and our report dated February 27, 2015 expressed an unqualified opinion thereon.


		/s/ ERNST & YOUNG LLP Certified Public Accountants

Miami, Florida
February 27, 2015

155

Item 9B. Other Information.

None.

PART III

The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated herein by reference to ILG's definitive Proxy Statement to be used in connection with its 2015 Annual Meeting of Stockholders, or the 2015 Proxy Statement, as set forth below, in accordance with General Instruction G(3) of Form 10-K.

Item 10. Directors, Executive Officers and Corporate Governance.

Information relating to directors of ILG and the compliance of our directors and executive officers with Section 16(a) of the Exchange Act is set forth in the sections entitled "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance," respectively, in the 2015 Proxy Statement and is incorporated herein by reference. The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the section entitled "Corporate Governance" in the 2015 Proxy Statement and is incorporated herein by reference. We have included information regarding our executive officers and our Code of Ethics below.

Item 11. Executive Compensation.

The information required by Item 402 of Regulation S-K is set forth in the sections entitled "Executive Compensation," "Compensation Discussion and Analysis" and "Director Compensation" in the 2015 Proxy Statement and is incorporated herein by reference. The information required by subsections (e)(4) and (e)(5) of Item 407 of Regulation S-K is set forth in the sections entitled: "Committees of the Board of Directors," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report," respectively, in the 2015 Proxy Statement and is incorporated herein by reference; provided, that the information set forth in the section entitled "Compensation Committee Report" shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding ownership of ILG common stock, and securities authorized for issuance under ILG's equity compensation plans, is set forth in the sections entitled "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information," respectively, in the 2015 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related transactions with ILG and director independence is set forth in the sections entitled "Certain Relationships and Related Person Transactions" and "Corporate Governance," respectively, in the 2015 Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

Information regarding the fees and services of ILG's independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to ILG by such firm is set forth in the section entitled "Independent Registered Public Accountants' Fees" in the 2015 Proxy Statement and is incorporated herein by reference.

156

Executive Officers of the Registrant

The following information about ILG's executive officers and certain other key personnel is as of February 25, 2015.

Craig M. Nash , age 61, has served as President and Chief Executive Officer of ILG since May 2008 and as Chairman of the Board of ILG since August 2008 and served as President of Interval from August 1989 until September 2014. Prior to assuming this role, Mr. Nash served in a series of increasingly significant roles with Interval, including as General Counsel. Mr. Nash joined Interval in 1982. Mr. Nash serves on the Board of Directors of the American Resort Development Association and is also a member of its Executive Committee.

Jeanette E. Marbert, age 58, has served as Chief Operating Officer of ILG since August 2008 and as Executive Vice President since June 2009. She has served in such capacity for Interval since June 1999. Prior to her tenure as Chief Operating Officer, Ms. Marbert served as General Counsel of Interval from 1994 to 1999. Ms. Marbert joined Interval in 1984.

William L. Harvey, age 58, has served as Chief Financial Officer of ILG since August 2008 and as Executive Vice President since June 2009. Prior to joining ILG in June 2008, Mr. Harvey served as the Chief Financial Officer for TrialGraphix, Inc., a Miami-based litigation support firm from August 2006 through November 2007. Between June 2003 and July 2006, Mr. Harvey served as a Vice President at LNR Property Corporation, a Miami-based diversified real estate and finance company, managing various financial and accounting units. From September 1992 through February 2003, Mr. Harvey served as the Executive Vice President and Chief Financial Officer of Pan Am International Flight Academy, Inc., a private provider of flight training services. Mr. Harvey is a registered CPA who began his professional career at Deloitte & Touche and was a partner in their Miami office prior to September 1992. Prior to June 2014, Mr. Harvey was a member of the Board of Directors of Summit Financial Services Group, Inc. and chair of the audit committee.

Victoria J. Kincke , age 59, has served as Secretary of ILG since May 2008 and as Senior Vice President and General Counsel of ILG since August 2008 and has served as Senior Vice President and General Counsel of Interval since May 2005. Prior to this time, Ms. Kincke served as General Counsel of Interval from July 1999. Ms. Kincke joined Interval in 1997.

John A. Galea, age 59, has served as Chief Accounting Officer of ILG since August 2008 and as Senior Vice President and Treasurer of ILG since June 2009. He has served as Chief Financial Officer for Interval since October 2006. Prior to this appointment, Mr. Galea served as Interval's Vice President and Chief Accounting Officer from January 2004. Mr. Galea joined Interval in 2000 as its Vice President, Accounting and Corporate Controller.

David C. Gilbert , age 60, has served as President of Interval International since September 2014. Mr. Gilbert originally joined Interval in 1987 and was most recently Executive Vice President of Resort Sales and Marketing. Mr. Gilbert is a trustee of ARDA, the ARDA International Foundation, and the Caribbean Hotel and Tourism Association Education Foundation.

John Burlingame , age 59, has served as President of the Hyatt Vacation Ownership business since its acquisition in October 2014. Mr. Burlingame served as the Global Head-Residential Development for Hyatt Hotels Corporation until October 2014. Mr. Burlingame has served on the board of directors of the American Resort Development Association (ARDA) for over 14 years and was a member of ARDA's Executive Committee for eight years. Mr. Burlingame served as ARDA's Chairman from May 2003 through May 2005. Mr. Burlingame is also a Trustee of the Aquila Three Peaks High Income Fund and the Aquila Three Peaks Opportunity Growth Fund and was a consulting editor for the Handbook of Real Estate Portfolio Management.

157

Kelvin M. Bloom , age 55, has served as President of AHR Hospitality Partners, Inc., which owns Aqua and Aston, since December 2013. Mr. Bloom has served as CEO for Aston Hotels & Resorts for 15 years, and also served as President of Aston Hotels and Resorts until March 2014. Prior to joining Aston, Mr. Bloom served as founding President of Castle Resorts & Hotels and Chief Operating Officer of The Castle Group. Mr. Bloom serves on the board of directors of Waikiki Improvement Association and the Hawaii Tourism Authority.

Code of Ethics .

Our code of business conduct and ethics, which applies to all employees, including all executive officers and senior financial officers (including ILG's CFO, CAO and Controller) and directors, is posted on the Corporate Governance section of our website at www.iilg.com . The code of ethics complies with Item 406 of SEC Regulation S-K and the rules of The NASDAQ Stock Market. Any changes to the code of ethics that affect the provisions required by Item 406 of Regulation S-K, and any waivers of the code of ethics for ILG's executive officers, directors or senior financial officers, will also be disclosed on ILG's website.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)

List of documents filed as part of this Report:

(1): Consolidated Financial Statements of ILG

Report of Independent Registered Public Accounting Firm.

Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012.

Consolidated Balance Sheets as of December 31, 2014 and 2013.

Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013 and 2012.

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012.

Notes to Consolidated Financial Statements.

(2): Consolidated Financial Statement Schedule of ILG

Schedule Number II Valuation and Qualifying Accounts.

All other financial statements and schedules not listed have been omitted since the required information is included in the Consolidated Financial Statements or the notes thereto, or is not applicable or required.

(3): Exhibits

The documents set forth below in the Index of Exhibits, numbered in accordance with Item 601 of Regulation S-K, are filed herewith or incorporated herein by reference to the location indicated.

158

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2015.


	INTERVAL LEISURE GROUP, INC.
	By:		/s/ CRAIG M. NASH Craig M. Nash Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date


/s/ CRAIG M. NASH Craig M. Nash	Chairman, President and Chief Executive Officer (Principal Executive Officer)	February 26, 2015
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 26, 2015
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 26, 2015
/s/ DAVID FLOWERS David Flowers	Director	February 26, 2015
/s/ VICTORIA L. FREED Victoria L. Freed	Director	February 26, 2015
Gary S. Howard	Director
/s/ LEWIS J. KORMAN Lewis J. Korman	Director	February 26, 2015

159

Signature	Title	Date


/s/ THOMAS J. KUHN Thomas J. Kuhn	Director	February 26, 2015
/s/ THOMAS J. MCINERNEY Thomas J. McInerney	Director	February 26, 2015
/s/ THOMAS P. MURPHY, JR. Thomas P. Murphy, Jr.	Director	February 26, 2015
/s/ AVY H. STEIN Avy H. Stein	Director	February 26, 2015
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director	February 26, 2015
/s/ CHAD HOLLINGSWORTH Chad Hollingsworth	Director	February 26, 2015

160

INDEX TO EXHIBITS

	Description	Incorporated By Reference Location

2.1	Business Transfer Deed, dated August 3, 2013, among CLC Resort Management Limited, Gorvines Limited, VRI Europe Limited and the other parties thereto	ILG's Quarterly Report on Form 10-Q filed on November 5, 2013

2.2	Equity Interest Purchase Agreement, dated May 6, 2014 among Hyatt Corporation, HTS-Aspen, L.L.C., S.O.I. Acquisition Corp. and Interval Leisure Group.	ILG's Quarterly Report on Form 10-Q filed on August 6, 2014

3.1	Amended and Restated Certificate of Incorporation of Interval Leisure Group, Inc.	ILG's Current Report on Form 8-K filed on August 25, 2008

3.2	Fourth Amended and Restated By-laws of Interval Leisure Group, Inc.	ILG's Current Report on Form 8-K filed on December 12, 2014.

3.3	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock	ILG's Quarterly Report on Form 10-Q filed on August 11, 2009.

4.1	Rights Agreement dated as of June 10, 2009, between Interval Leisure Group, Inc. and the Bank of New York Mellon, as Rights Agent, which includes the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C	ILG's Current Report on Form 8-K filed on June 11, 2009.

10.1	Tax Sharing Agreement among HSN, Inc., Interval Leisure Group, Inc., Ticketmaster, Tree.com, Inc. and IAC/InterActiveCorp	ILG's Current Report on Form 8-K filed on August 25, 2008.

10.3	Employee Matters Agreement among HSN, Inc., Interval Leisure Group, Inc., Ticketmaster, Tree.com, Inc. and IAC/InterActiveCorp	ILG's Current Report on Form 8-K filed on August 25, 2008.

10.4	Spinco Agreement, dated as of May 13, 2008, between IAC/InterActiveCorp, Liberty Media Corporation, LMC Silver King, Inc., Liberty HSN II, Inc., LMC USA VIII, Inc., LMC USA IX, Inc., LMC USA XI, Inc., LMC USA XII, Inc., LMC USA XIII, Inc., LMC USA XIV, Inc., LMC USA XV, Inc., Liberty Tweety, Inc., BDTV Inc., BDTV II Inc., BDTV III Inc., BDTV IV Inc. and Barry Diller	Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K (SEC File No. 0-20570) dated May 16, 2008.

161

	Description	Incorporated By Reference Location

10.5	Employment Agreement between Interval Leisure Group, Inc. and Craig M. Nash, dated as of July 31, 2008†	ILG's Registration Statement on Form S-1 (File No. 333-152699).

10.6	Employment Agreement between Interval Leisure Group, Inc. and Jeanette E. Marbert, dated as of July 31, 2008†	ILG's Registration Statement on Form S-1 (File No. 333-152699).

10.7	Severance Agreement between Interval Acquisition Corp. and John A. Galea, dated as of July 31, 2008†	ILG's Registration Statement on Form S-1 (File No. 333-152699).

10.9	Severance Agreement between Interval Acquisition Corp. and Victoria J. Kincke, dated as of July 31, 2008†	ILG's Registration Statement on Form S-1 (File No. 333-152699).

10.10	Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan, as amended†	ILG's Annual Report on Form 10-K filed on March 31, 2009.

10.11	Lease Agreement between Interval International, Inc., as Lessee, and Frank Guilford, Jr., effective November 1, 1999, as amended	ILG's Registration Statement on Form S-1 (File No. 333-152699).

10.12	Deferred Compensation Plan for Non-Employee Directors†	ILG's Registration Statement on Form S-1 (File No. 333-152699).

10.15	Spinco Assignment and Assumption Agreement, dated as of August 20, 2008, among IAC/InterActiveCorp, Interval Leisure Group, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC	ILG's Current Report on Form 8-K filed on August 25, 2008.

10.16	Registration Rights Agreement, dated as of August 20, 2008, among Interval Leisure Group, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC	ILG's Current Report on Form 8-K filed on August 25, 2008.

10.18	Employment Agreement between Interval Leisure Group, Inc. and William L. Harvey, dated as of August 25, 2008†	ILG's Current Report on Form 8-K filed on August 25, 2008.

10.20	Form of Amendment to Employment Agreement between the Registrant and each of Craig M. Nash, Jeanette E. Marbert and William L. Harvey†	ILG's Current Report on Form 8-K filed on January 5, 2009.

10.21	Form of Terms and Conditions of Annual Vesting Restricted Stock Units under the Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan†	ILG's Quarterly Report on Form 10-Q filed on May 14, 2009.

162

	Description	Incorporated By Reference Location

10.22	Form of Terms and Conditions of Cliff Performance Restricted Stock Units under the Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan†	ILG's Quarterly Report on Form 10-Q filed on May 14, 2009.

10.23	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and Craig M. Nash†	ILG's Current Report on Form 8-K filed on June 19, 2009.

10.24	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and Jeanette E. Marbert†	ILG's Current Report on Form 8-K filed on June 19, 2009.

10.25	Second Amendment to Employment Agreement, dated June 18, 2009 between the Registrant and William L. Harvey†	ILG's Current Report on Form 8-K filed on June 19, 2009.

10.26	Form of Terms and Conditions of Director Restricted Stock Units under the Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan†	ILG's Quarterly Report on Form 10-Q filed on August 6, 2010.

10.27	Form of Terms and Conditions of Performance Restricted Stock Units under the Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan.†	ILG's Current Report on Form 8-K filed on March 8, 2011.

10.28	Form of Terms and Conditions of TSR Performance Restricted Stock Units under the Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan.†	ILG's Annual Report on Form 10-K filed on March 9, 2012.

10.29	Amended and Restated Credit Agreement among Interval Acquisition Corp, as Borrower, Interval Leisure Group, Inc., Certain Subsidiaries of the Borrower, as Guarantors, The Lenders Party thereto, Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent; Bank of America, N.A., PNC Bank, National Association, and SunTrust Bank, each as a Syndication Agent; Fifth Third Bank, KeyBank National Association, and Union Bank, N.A., each as a Documentation Agent; and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Bookrunners, dated as of June 21, 2012	ILG's Current Report on Form 8-K filed on June 21, 2012.

163

		Description	Incorporated By Reference Location

10.30		Form of Terms and Conditions of Leadership Restricted Stock Units under the Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan†	ILG's Quarterly Report on Form 10-Q filed on May 7, 2013.

10.31		Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan†	ILG's Registration Statement on Form S-8 filed on May 21, 2013.

10.32		Form of Terms and Conditions of Director Restricted Stock Units under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan†	ILG's Quarterly Report on Form 10-Q filed on August 8, 2013.

10.33	*	Master License Agreement, dated October 1, 2014 between Hyatt Franchising, L.L.C. and S.O.I. Acquisitions Corp.

10.34	*	Employment Agreement between Interval Leisure Group, Inc. and David Gilbert, effective September 1, 2014†

10.35	*	Employment Agreement between Interval Leisure Group, Inc. and John M. Burlingame, effective October 1, 2014†

21.1	*	Subsidiaries of Interval Leisure Group, Inc.

23.1	*	Consent of Independent Registered Public Accounting Firm

31.1	*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2	*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.

31.3	*	Certification of the Chief Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1	**	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.

164

		Description

32.2	**	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.

32.3	**	Certification of the Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS	*	XBRL Instance Document

101.SCH	*	XBRL Taxonomy Extension Schema Document

101.CAL	*	XBRL Taxonomy Calculation Linkbase Document

101.LAB	*	XBRL Taxonomy Label Linkbase Document

101.PRE	*	XBRL Taxonomy Presentation Linkbase Document

101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document

†: Reflects management contracts and management and director compensatory plans
*: Filed Herewith.
**: Furnished Herewith

165

Schedule II

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Description	Balance at Beginning of Period		Charges (Credits) to Earnings			Charges (Credits) to Other Accounts			Deductions(1)			Balance at End of Period

	(In thousands)
2014
Allowance for doubtful accounts on trade receivables	$	290	$	234		$	(297	)	$	(34	)	$	193
Allowance for loan losses on mortgages receivable	$	—	$	347		$	—		$	—		$	347
Deferred tax valuation allowance	$	666	$	(47	)	$	(385	)	$	—		$	234
2013
Allowance for doubtful accounts on trade receivables	$	409	$	63		$	(182	)	$	—		$	290
Allowance for loan losses on mortgages receivable		N/A		N/A			N/A			N/A			N/A
Deferred tax valuation allowance	$	681	$	2		$	(17	)		—		$	666
2012
Allowance for doubtful accounts on trade receivables	$	302	$	153		$	(46	)	$	—		$	409
Allowance for loan losses on mortgages receivable		N/A		N/A			N/A			N/A			N/A
Deferred tax valuation allowance	$	682		—		$	(1	)		—		$	681

(1): Write-off of uncollectible accounts receivable.

166

Exhibit 10.33

MASTER LICENSE AGREEMENT

Between

HYATT FRANCHISING, L.L.C.

And

S.O.I. ACQUISITION CORP.

Dated as of October 1, 2014

TABLE OF CONTENTS

TABLE OF CONTENTS

		Page

ARTICLE 1 RECITALS; DEFINITIONS		1
Section 1.1	Recitals	1
Section 1.2	Definitions	1
Section 1.3	Interpretation	1
Section 1.4	References	2
ARTICLE 2 GRANT OF LICENSE		2
Section 2.1	Grant of License	2
Section 2.2	Licensor Limitations During Exclusivity Period	3
Section 2.3	Loss of Exclusivity	4
Section 2.4	Licensor’s Reserved Rights	6
Section 2.5	Licensee’s Reserved Rights	9
Section 2.6	Subsequently Acquired Brand; Right of First Offer	10
Section 2.7	Similar Lines of Business	11
ARTICLE 3 FEES AND CHARGES		11
Section 3.1	Shared Ownership Royalty Fees	11
Section 3.2	Other Royalty Fees	14
Section 3.3	Other Fees and Reimbursable Expenses	15
Section 3.4	Making of Payments; Delegation of Duties and Performance of Services	16
Section 3.5	Interest on Late Payments	17
Section 3.6	Currency and Taxes	17
ARTICLE 4 TERM		18
Section 4.1	Initial Term	18
Section 4.2	Extension Term	18
ARTICLE 5 DEVELOPMENT RIGHTS AND RESTRICTIONS		20
Section 5.1	Existing Projects and Existing Residential Projects	20
Section 5.2	New Projects	22
Section 5.3	Mixed Use Projects — Proposed by Licensee	27
Section 5.4	Mixed Use Projects — Proposed by Licensor	28
Section 5.5	Limitations on Licensed Business; Compliance with Contractual Restrictions	29
Section 5.6	Delegation of Certain Functions	31
ARTICLE 6 BRAND STANDARDS		32
Section 6.1	Brand Standards Generally	32

TABLE OF CONTENTS CONTINUED

		Page

Section 6.2	Modification of Brand Standards	32
ARTICLE 7 RENOVATIONS AND OPERATIONS OF PROJECTS		34
Section 7.1	Operating the Projects and the Licensed Business	34
Section 7.2	Significant Capital Expenditures at Projects	35
Section 7.3	Management and Operation of the Projects	35
Section 7.4	Quality Assurance Program	36
Section 7.5	Projects Controlled by a Non-Controlled Owners’ Association	39
Section 7.6	Customer Complaints	40
ARTICLE 8 RESTRICTIONS AND LIMITATIONS ON CONDUCT OF LICENSED BUSINESS		40
Section 8.1	Offers and Sales of Shared Ownership Products	40
Section 8.2	Transient Rentals of Licensed Shared Ownership Units and Licensed Residential Units	43
Section 8.3	No Affiliation with Other Brands	44
Section 8.4	Shared Ownership Business Under Other Brands and Other Limitations	45
Section 8.5	Marketing Arrangements	47
Section 8.6	Licensed Clubs	50
Section 8.7	Affiliation of Third Party Shared Ownership Projects with Licensed Club After Exclusivity Period	52
Section 8.8	Changes in Programs, Services or Benefits	55
Section 8.9	No Other Brand Loyalty Programs	55
ARTICLE 9 ELECTRONIC SYSTEMS		56
Section 9.1	Systems Installation	56
Section 9.2	Hotel Reservation System	56
Section 9.3	Electronic Systems Provided Under License	57
Section 9.4	Proposed Enhancements	57
ARTICLE 10 LICENSOR SERVICES AND SUPPORT		58
Section 10.1	Marketing Support Services	58
Section 10.2	Customer Analytics Services	61
Section 10.3	Training	63
Section 10.4	Use of Licensor Customer Information and Licensee Member Information	63
Section 10.5	Other Services	65
ARTICLE 11 REPAIRS AND MAINTENANCE; CONDEMNATION		67
Section 11.1	Condition of Projects	67
Section 11.2	Renovations; Replacements	67

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Section 11.3	Condemnation and Casualty	67
ARTICLE 12 PROPRIETARY MARKS AND INTELLECTUAL PROPERTY		68
Section 12.1	Licensor’s and Licensee’s Representations and Responsibility Regarding the Licensed Hyatt Marks	68
Section 12.2	Licensee’s Use of System and Licensor Intellectual Property	71
Section 12.3	Licensee’s Use of Other Marks	75
Section 12.4	Licensee Websites	75
Section 12.5	Credit and Debit Cards	77
Section 12.6	Use of Licensee Marks	78
ARTICLE 13 CONFIDENTIAL INFORMATION; DATA PROTECTION LAWS		79
Section 13.1	Confidential Information	79
Section 13.2	Data Protection Laws; Data Security	80
ARTICLE 14 ACCOUNTING AND REPORTS		81
Section 14.1	Books, Records, and Accounts	81
Section 14.2	Reports	82
Section 14.3	Licensor Examination and Audit of Licensee’s Records	83
ARTICLE 15 INDEMNIFICATION; CONTRIBUTION IN LIEU OF INDEMNIFICATION; AND INSURANCE		84
Section 15.1	Indemnification	84
Section 15.2	Insurance Requirements of Licensee	89
Section 15.3	Insurance Required During Construction	91
Section 15.4	Obligation to Maintain Insurance	91
Section 15.5	Contribution	91
ARTICLE 16 TRANSFERABILITY OF INTERESTS		92
Section 16.1	Transfers by Licensee	92
Section 16.2	Transfers by Licensor	95
Section 16.3	Proposed Transfers of Projects or Bulk Shared Ownership Products	96
Section 16.4	Security Interests in this Agreement	96
ARTICLE 17 BREACH, DEFAULT, AND REMEDIES		97
Section 17.1	Licensee Breach, Default and Remedies — Project Level	97
Section 17.2	Licensee Breach, Default and Remedies — Agreement Level	103
Section 17.3	Licensor Defaults	108
Section 17.4	Other Breaches	110
Section 17.5	Licensee Cross Defaults	111
Section 17.6	Extraordinary Events	111

iii

TABLE OF CONTENTS CONTINUED

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ARTICLE 18 POST-TERMINATION OBLIGATIONS		111
Section 18.1	Project De-Identification and Post-Termination Obligations	111
Section 18.2	Agreement De-Identification and Post-Termination Obligations	114
Section 18.3	Costs of De-Identification	115
Section 18.4	Survival	115
ARTICLE 19 COMPLIANCE WITH LAWS; LEGAL ACTIONS		116
Section 19.1	Compliance with Laws	116
Section 19.2	Notice Regarding Legal Actions	116
Section 19.3	Block Exemption	116
Section 19.4	Compliance with Registration/Disclosure Requirements	117
ARTICLE 20 RELATIONSHIP OF PARTIES		118
Section 20.1	Reasonable Business Judgment	118
Section 20.2	Independent Contractor	118
ARTICLE 21 DISPUTE RESOLUTION		119
Section 21.1	Alternative Dispute Resolution	119
Section 21.2	Mediation	119
Section 21.3	Arbitration	119
Section 21.4	Litigation	122
Section 21.5	Governing Law	122
Section 21.6	Prevailing Party’s Expenses	122
Section 21.7	Third-Party Litigation	122
Section 21.8	Waiver of Jury Trial and Punitive Damages	123
Section 21.9	Consequential Damages Waiver	123
Section 21.10	Obligation to Mitigate Damages	123
ARTICLE 22 REPRESENTATIONS, WARRANTIES AND COVENANTS		123
Section 22.1	Existence and Power; Authorization; Contravention	123
ARTICLE 23 MISCELLANEOUS		124
Section 23.1	Notices	124
Section 23.2	Severability	125
Section 23.3	Entire Agreement	125
Section 23.4	Translations	125
Section 23.5	Multiple Counterparts	125
Section 23.6	Remedies Not Cumulative	125
Section 23.7	Waivers	125

TABLE OF CONTENTS CONTINUED

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ARTICLE 24 GUARANTY				126
Section 24.1			Guaranty	126
Section 24.2			Parent Waivers	126
Section 24.3			Maximum Liability of Parent	126

EXHIBITS:
Exhibit A	Definitions
Exhibit B	List of Existing Projects and Existing Residential Projects
Exhibit C	Forms of Comfort Letter (C-1 and C-2)
Exhibit D	Form of New Project Application
Exhibit E	Form of Hyatt Technical Services Consulting Agreement
Exhibit F	Form of Management Company Acknowledgment
Exhibit G	Purchaser Disclosure Statement
Exhibit H	Website Hosting Change Request Procedure
Exhibit I	Urban Location Carve-Outs

SCHEDULES :
Schedule 5.1(e)		Approved Expansions of Existing Projects
Schedule 5.2(f)(i)		Approved Permitted Affiliates
Schedule 5.2(f)(ii)		Approved Permitted Sublicensees
Schedule 5.6(b)		Approved Service Providers
Schedule 5.6(c)		Approved Sales and Marketing Providers
Schedule 7.2(a)		Approved Significant Capital Expenditures
Schedule 7.3(a)		Approved Management Companies
Schedule 7.3(c)		Approved Spa, Food and Beverage Operators
Schedule 8.3(c)		Sales Facilities and Marketing Facilities Existing as of the Effective Date
Schedule 8.5(i)		Current Promotional, Marketing or Other Alliance Programs
Schedule 8.5(k)		Current Affiliation Agreements
Schedule 10.1(a)		Current Kiosk Lease Agreements
Schedule 12.2(a)(x)		Approved Domain Names and Email Addresses

MASTER LICENSE AGREEMENT

THIS MASTER LICENSE AGREEMENT (this “ License Agreement ” or “ Agreement ”) is effective as of the 1st day of October, 2014 (the “ Effective Date ”) by Hyatt Franchising, L.L.C., a Delaware limited liability company (“ Licensor ”), and S.O.I. Acquisition Corp., a Florida corporation (“ Licensee ”).

RECITALS

A. Licensor owns, or has the right to use and sublicense, the Licensed Hyatt Marks and the System (as those terms are defined in Exhibit A ).

B. Pursuant to an Equity Interest Purchase Agreement dated May 6, 2014 (the “ Equity Interest Purchase Agreement ”), by and among Hyatt Corporation, and HTS-Aspen, L.L.C., which are Affiliates of Licensor, and Interval Leisure Group, Inc., a Delaware corporation (“ ILG ”), and Licensee, which is a wholly-owned subsidiary of ILG, Licensor is selling all outstanding equity interests owned by Licensor in certain of its subsidiaries (the “ Acquired Companies ”) that engage in the Shared Ownership Business (as defined in Exhibit A ) to Licensee (the “ Sale Transaction ”).

C. Licensee and ILG desire to engage in the Licensed Business, including operating the Existing Projects and Existing Residential Projects and developing and operating New Projects, under the Licensed Hyatt Marks, the Branded Elements and the System, and desires to obtain a license to use the Licensed Hyatt Marks, the Branded Elements and the System for these purposes (as those terms are defined in Exhibit A ).

D. Licensee’s participation in the Sale Transaction is conditioned upon, and a material portion of the consideration being paid by Licensee in respect of the Sale Transaction is with respect to Licensee and the Acquired Companies being permitted to operate the Existing Projects and the Existing Residential Projects and develop and operate New Projects, in each case pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency as of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

RECITALS; DEFINITIONS

Section 1.1 Recitals. The Recitals set forth above are incorporated in and made part of this Agreement.

Section 1.2 Definitions. All capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A . Capitalized terms not defined in Exhibit A shall have the meanings set forth in the other sections of this Agreement.

Section 1.3 Interpretation. The term “include” and similar terms (e.g., includes, including, included, comprises, such as, e.g., and for example), when used as part of a sentence or phrase including one or more specific items, are used by way of example and not of limitation. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction. Words importing the singular include the

plural and vice versa as the context may imply. Unless otherwise stated, references to days, months, and years are to calendar days, calendar months, and calendar years, respectively. References to “trademarks” include trademarks, service marks, logos and include common law trademarks and service marks.

Section 1.4 References. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement. References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement. Each Exhibit and Schedule attached hereto and referred to herein is hereby incorporated herein by such reference.

ARTICLE 2

GRANT OF LICENSE

Section 2.1 Grant of License. Subject to all reservation of rights and exceptions and limitations on exclusivity set forth in this Agreement, Licensor and its Affiliates, as applicable, hereby grant to Licensee within the Territory, and Licensee hereby accepts, under the terms hereof:

(a) (i) a limited, exclusive license during the Term (and non-exclusive after the Exclusivity Period, subject to Section 2.4(l) of this Agreement) to use the Licensed Hyatt Marks, the Branded Elements and the System for the activities described in subsections (i) through (vii) of the definition of Shared Ownership Business;

(ii) a limited, exclusive license during the Term (and non-exclusive after the Exclusivity Period, subject to Section 2.4(l) of this Agreement) to use the names and marks described in subsections (i) through (ii) of the definition of Licensed Hyatt Marks for the activities described in subsection (viii) of the definition of Shared Ownership Business; and

(iii) a limited, exclusive or non-exclusive license, as applicable, during the Term (and non-exclusive after the Exclusivity Period) to use the names and marks described in subsection (iii) of the definition of Licensed Hyatt Marks, the Branded Elements and the System for the activities described in subsection (viii) of the definition of Shared Ownership Business;

all in connection with the Licensed Shared Ownership Business, including Existing Projects, Existing Residential Projects and New Projects, in accordance with the Branded Elements, the System and this Agreement; and

(b) a limited, non-exclusive license during the Term to use the Licensed Hyatt Marks, the Branded Elements and the System (i) in connection with providing management services for the Owners’ Association of the Escala Licensed Residential Project, (ii) in connection with providing sub-management and transient rental services for the Owners’ Associations (both fractional and whole-unit associations) of the Northstar Licensed Residential Project, pursuant to (x) the Sub-Management Agreement (Northstar Lodge — Unit Rental Management Agreements), the Sub-Management Agreement (Northstar Lodge — Condominium Association — Rental and Unit Management Services), and the Sub-Management Agreement (Northstar Lodge — Fractional Owners Association — Hyatt Residence Club Services), each dated as of December 2, 2013, by and between Welk Hospitality Management, Inc. and Hyatt Residential Management Corporation, and (y) that certain Amended and Restated Hyatt Residence Club Resort Agreement, by and among Hyatt Residence Group, Inc. and Northstar Lodge Fractional Owners’ Association, Inc., and joined by Welk Resorts Northstar, LLC, Hyatt Residential Management Corporation, and Northstar Lodge

Condominium Association, Inc., and (iii) in connection with providing management and transient rental services for the Owners’ Associations (both fractional and whole-unit associations) of the Residences at Siesta Key Beach Licensed Residential Project (collectively, the “ Licensed Residential Business ”);

provided, however, Licensee is not granted the right under this Agreement (subject to Section 12.1(e) of this Agreement) to use the Licensed Hyatt Marks, the Branded Elements or the System in the Excluded Area and shall not have the right to any indemnity under Section 15.1(b) of this Agreement with respect to third-party claims resulting from Licensee’s or its Affiliates’ use of the Licensed Hyatt Marks, the Branded Elements or the System in the Excluded Area (subject to Section 12.1(e) of this Agreement), and any third-party claim related to Licensee’s use of the Licensed Hyatt Marks, the Branded Elements or the System in the Excluded Area shall be subject to indemnification by Licensee pursuant to Section 15.1(a) of this Agreement).

Section 2.2 Licensor Limitations During Exclusivity Period.

(a) Subject to Sections 2.3, 2.4, 2.6, 2.7 and 5.4 of this Agreement during the Exclusivity Period, neither Licensor nor its Affiliates shall (other than for Licensee, its Permitted Affiliates or Permitted Sublicensees) within the Territory:

(i) use, or license any third party to use, the Licensor Intellectual Property or the Branded Elements in connection with (A) owning, developing, leasing, managing and/or operating Shared Ownership Projects and Licensed Clubs; (B) developing, leasing, selling, marketing, managing, operating and/or financing Shared Ownership Products or Shared Ownership Units; (C) owning, developing, selling, marketing, managing or operating Exchange Programs; (D) establishing or operating Sales Facilities or Marketing Facilities for Shared Ownership Products; (E) managing rental programs associated with Shared Ownership Projects; (F) managing member services related to Shared Ownership Products; or (G) servicing purchase money loans for Shared Ownership Products; or

(ii) use, or license any third party to use, the Licensor Customer Information in connection with the marketing, selling or leasing of Shared Ownership Products; provided, however, such Licensor Customer Information generated from Licensor’s Lodging Business may be used in such marketing, leasing or selling of any aspect of the business of Licensor or its Affiliates other than the Shared Ownership Business, so long as such customers’ ownership of Licensed Shared Ownership Products is not used to specifically target such customers in connection with marketing, leasing and sales activities for Shared Ownership Products by Licensor or its Affiliates, without Licensee’s prior written consent; or

(iii) engage in any aspect of the Shared Ownership Business (other than owning or leasing Shared Ownership Products or Shared Ownership Units for non-business purposes), except as permitted under Section 2.4 of this Agreement; or

(iv) conduct or permit any marketing, leasing or sales activities for any Shared Ownership Business including at any Licensor Lodging Facility or Residential Project owned and operated by Licensor or any of its Affiliates that use any of the Licensed Hyatt Marks or any other “Hyatt” brand, other than marketing, leasing or sales activities undertaken by Licensee, its Permitted Affiliates or Permitted Sublicensees in connection with the Licensed Shared Ownership Business (to the extent agreed to pursuant to the terms and conditions of this Agreement).

(b) Notwithstanding the foregoing, nothing in this Agreement shall restrict Licensor or any of its Affiliates from engaging in the activities described in Section 2.4 of this Agreement.

Section 2.3 Loss of Exclusivity.

(a) The parties agree that the exclusivity granted in Section 2.1 of this Agreement shall become non-exclusive and the restrictions and limitations on Licensor and its Affiliates in Section 2.2 of this Agreement shall cease upon the last to occur of the following events in connection with subsections (i), (ii) and (iii) below, as applicable: (x) the calculations required to determine the amounts as set forth in subsections (i), (ii) or (iii) below are completed, as applicable, (y) any Dispute in connection with the results of such calculations is resolved pursuant to Article 21 of this Agreement, and (z) any time period hereunder for Licensee to pay the applicable Exclusivity Continuation Fee has expired and Licensee has failed to make any required payment thereof (each of (i), (ii) and (iii) being an “ Exclusivity Test ”):

(i) If the aggregate Gross Sales Price for the sales of Licensed Shared Ownership Products other than the initial sales of Licensed Shared Ownership Products in the Host Maui Project, during the period commencing on the Effective Date and ending on December 31, 2038 and calculated by Licensee by no later than February 28, 2039, shall be less than one billion dollars ($1,000,000,000);

(ii) If the aggregate Gross Sales Price for the sales of Licensed Shared Ownership Products other than the initial sales of Licensed Shared Ownership Products in the Host Maui Project, during the prior twenty (20) year period ending on December 31, 2058 and calculated by Licensee by no later than February 28, 2059, shall be less than one billion dollars ($1,000,000,000), as adjusted by the CPI Index for the period from the Effective Date to December 31, 2058; or

(iii) If the aggregate Gross Sales Price for the sales of Licensed Shared Ownership Products, during the prior twenty (20) year period ending on December 31, 2078 and calculated by Licensee by no later than February 28, 2079, shall be less than one billion dollars ($1,000,000,000), as adjusted by the CPI Index for the period from the Effective Date to December 31, 2078.

(iv) For the purposes hereof, each approximately twenty-five (25) year or twenty (20) year period, as applicable, described in subsections (i) through (iii) above shall be an “ Exclusivity Test Period ”, and each amount as set forth in Sections 2.3(a)(i), (ii) or (iii) above shall be an “ Exclusivity Test Target ”. Any Exclusivity Test Target shall be replaced in one or more of Sections 2.3(a)(i), (ii) or (iii) above by the Adjusted Exclusivity Test Target, if any, as determined in accordance with Section 2.3(b)(iii) below.

(b) Notwithstanding the foregoing to the contrary, in the event an Exclusivity Test Target is not satisfied for any Exclusivity Test Period as provided in Section 2.3(a) above, Licensee may cure such failure or, in certain instances, adjust the Exclusivity Test Target as provided below:

(i) Licensee may cure such failure to meet such Exclusivity Test by paying an Exclusivity Continuation Fee (as defined below). Exclusivity Continuation Fees, if any, shall be paid in six (6) equal installments, with the first installment due within ten (10) Business Days after the calculations to determine the Exclusivity Continuation Fee for the applicable Exclusivity Test Period are finalized, and the remaining five (5) installments paid on the next five (5) anniversaries of the payment of the first installment for the applicable period. Licensee may prepay any Exclusivity Continuation Fee without penalty. If Licensee fails to pay any installment when the same becomes due and payable, then Licensor may issue a notice to Licensee with respect to such failure. Licensee shall have thirty (30) days following Licensee’s receipt of such notice to cure the failure to pay. If Licensee fails to cure any payment failure within such thirty (30) day period, then the entire outstanding amount of the Exclusivity Continuation Fee shall become due and payable. Without limiting any other remedies that may be available to Licensor under this Agreement or

otherwise, in the event of an uncured default by Licensee of its payment of an Exclusivity Continuation Fee, Licensor may declare the termination of the Exclusivity Period at any time after the end of the applicable cure period by delivering written notice to Licensee.

(ii) Licensee shall calculate the amount of any shortfall for an Exclusivity Test Period by determining the difference between the applicable Exclusivity Test Target for such Exclusivity Test Period and the actual amount of sales and re-sales of Licensed Shared Ownership Products (other than the initial sales of Licensed Shared Ownership Products in the Host Maui Project per Sections 2.3(a)(i) and (ii)) above) and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects occurring during such Exclusivity Test Period (the “ Sales Performance Shortfall Amount ”). For any Exclusivity Test Period, the parties will determine the percentage breakdown of all sales and re-sales of the Shared Ownership Products referred to below by Licensee, its Permitted Affiliates or Permitted Sublicensees during the prior twenty (20) calendar year period immediately preceding the last day of such Exclusivity Test Period (i.e. in (a)(i) above the twenty (20) calendar year period that begins on January 1, 2019 and ends on December 31, 2038) consisting of (A) initial sales of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects (the “ Initial Sales Percentage ”), and (B) re-sales of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects (the “ Re-Sales Percentage ”). Together, the Initial Sales Percentage and the Re-Sales Percentage shall equal 100%. The Initial Sales Percentage shall be multiplied by the Sales Performance Shortfall Amount to determine the “ Initial Sales Shortfall Amount .” Such Initial Sales Shortfall Amount shall be multiplied by one and one-half percent (1.5%) and the product shall then be multiplied by 1.2 to determine the Shared Ownership Royalty Fees to be paid for the applicable Exclusivity Test Period attributable to initial sales of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects. The Re-Sales Percentage shall be multiplied by the Sales Performance Shortfall Amount to determine the “ Re-Sales Shortfall Amount ”. Such Re-Sales Shortfall Amount shall be multiplied by one percent (1%) to determine the Shared Ownership Royalty Fees to be paid for the applicable Exclusivity Test Period attributable to re-sales of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects. The sum of the above-referenced calculations for any Exclusivity Test Period shall be collectively referred to as the “ Exclusivity Continuation Fees .”

(iii) The Exclusivity Test Target shall be reduced for any Exclusivity Test Period, as applicable, by an amount determined at the time of calculation which is equal to the following fraction,

(A) the numerator of which is the total number of Shared Ownership Units in Shared Ownership Projects which were rejected by Licensor during the applicable Exclusivity Test Period pursuant to Section 5.2(b)(ii) or Section 5.2(b)(iii) of this Agreement and subsequently developed by Licensee as Unbranded Shared Ownership Projects during the applicable Exclusivity Test Period (but not on account of a rejection based on the location for such proposed new shared ownership project being within a Disclosed Territorial Restriction); provided, however, all such rejections must have been made after the complete New Project Application of such proposed new shared ownership project has been submitted in good faith and the related New Project Application Fee has been paid in full; and

(B) the denominator of which is the sum of (I) 109, plus (II) the total number of Shared Ownership Units in all approved New Projects as of the date of determination.

The resulting fraction shall be multiplied by the then Exclusivity Test Target and the product thereof shall be subtracted from such Exclusivity Test Target to determine an adjusted Exclusivity Test Target (the “ Adjusted Exclusivity Test Target ”).

(c) The parties further agree that Licensee shall have the right (“ Licensee Exclusivity Termination Option ”) to cause the restrictions on Licensee set forth in Section 8.4 of this Agreement to be removed and the Exclusivity Period to expire such that this Agreement shall become non-exclusive as to Licensee (but Licensor shall, except as otherwise provided in this Section 2.3, continue to be bound by the limitations set forth in Section 2.2 for the balance of the Term). The Licensee Exclusivity Termination Option may be exercised by Licensee, at any time and under any circumstances, giving written notice of the exercise thereof to Licensor and in such notice agreeing to pay to Licensor a cash payment in the amount of ten million dollars ($10,000,000), as adjusted by the CPI Index for the period from the Effective Date to the payment date. Such $10,000,000 amount (as adjusted) shall be payable within thirty (30) days after the date the written notice of exercise is given, but shall be credited to any Royalty Fees, occurring during the period commencing on the payment date and continuing for ten (10) years thereafter, derived from Shared Ownership Products at Licensed Shared Ownership Projects, Affiliated Unbranded Shared Ownership Projects and new phases or expansions of any Shared Ownership Projects to the extent that such Shared Ownership Projects or such new phases or expansions were not in active sales as of the payment date, and the Exclusivity Test set forth in Section 2.3 shall continue to apply. Notwithstanding the foregoing, if after Licensee exercises the Licensee Exclusivity Termination Option, Licensee, whether itself or through an Affiliate (including any Permitted Affiliate), enters into a license agreement to develop, sell and market, Shared Ownership Products under a Lodging Competitor Brand or a brand of a Licensor SOI Competitor in the Upper-Upscale Brand Segment and/or the Luxury Brand Segment of the Shared Ownership Business, such license agreement shall not be exclusive to such new licensor and shall not prevent Licensee from continuing, at its option, to make applications to Licensor for New Projects. If Licensee sends written notice of the exercise of the Licensee Exclusivity Termination Option and elects, but fails to actually make the $10,000,000 payment (as adjusted) described in this Section 2.3(c) when due, then Licensor may pursue its remedies set forth Section 17.2(a)(i) of this Agreement (provided, however, the sixty (60) day cure period shall be reduced to five (5) Business Days in this instance).

Section 2.4 Licensor’s Reserved Rights. Licensee agrees that, except as set forth in Section 2.2 of this Agreement, Licensor and its Affiliates expressly retain the right to do any of the following:

(a) (i) acquire, invest in, become the operator of, or otherwise have the right to use a Subsequently Acquired Brand; provided, however, that, at the time of acquisition, any branded or unbranded Shared Ownership Business is an ancillary part of a branded Lodging Business (such Shared Ownership Business shall be deemed ancillary if at the time of acquisition the number of Shared Ownership Units that are the subject of the acquisition (whether owned, leased, managed or franchised), is equal to twenty percent (20%) or less of the number of hotel rooms that are the subject of such acquisition (whether owned, leased, managed or franchised)); and

(ii) then engage in the Shared Ownership Business under such Subsequently Acquired Brand, including, without limitation, developing a Shared Ownership Business using the Subsequently Acquired Brand, if none existed at the time of acquisition of such Subsequently Acquired Brand.

Licensor shall at all times during the Term be permitted to use and sublicense the Licensor Intellectual Property, the Branded Elements and the System in such Shared Ownership Business operated under such Subsequently Acquired Brand; provided, however, (A) during the Term, Licensor shall be prohibited from using the Licensed Hyatt Marks in such Shared Ownership Business operated under such Subsequently Acquired Brand (other than as a means of identification or as being identified as a part of the “Hyatt Family

of Brands” or any successor program adopted by Licensor), and (B) during the Exclusivity Period, Licensor shall be permitted to use and sublicense the other Licensor Intellectual Property, the Branded Elements and the System in such Shared Ownership Business operated under such Subsequently Acquired Brand only for so long as (x) such Shared Ownership Business operated under such Subsequently Acquired Brand participates in the Hotel Reservation System, the Brand Loyalty Programs and other aspects of the System on terms substantially similar to, but in no event more favorable than, terms upon which Licensee participates in the same, and (y) Licensee is provided access to customers and members derived from such Subsequently Acquired Brand database or program in accordance with Section 10.2(a)(ii) of this Agreement, which access shall be substantially similar to any access provided to such Subsequently Acquired Brand with respect to customers of the Licensor Lodging Business and the Brand Loyalty Program.

(b) own a Non-Controlling Interest in a Person whose primary business is the Shared Ownership Business, that does not use the Licensor Intellectual Property, the Branded Elements or the System;

(c) purchase or otherwise invest in securitizations of receivables arising from sales at Shared Ownership Projects and which securitizations are issued and offered by unrelated third parties;

(d) after the Exclusivity Period, engage in all aspects of the Shared Ownership Business, including with the use and sublicense of the Licensor Intellectual Property, the Branded Elements and the System without diminishing Licensee’s express rights to use the same under this Agreement;

(e) engage in any Whole Ownership Residential Business under existing brands and brands that Licensor or its Affiliates may develop or acquire in the future, including, without limitation, developing, selling, marketing, owning, leasing, operating, managing, licensing or franchising Residential Units in a Condominium Hotel (so long as the interests in Residential Units in any such condominium are marketed and sold solely as whole ownership and not as Shared Ownership Products), and to use and sublicense the use of the Licensor Intellectual Property, the Branded Elements and the System in connection therewith;

(f) engage in Licensor’s Lodging Business (including the Resort Lodging Business), including, without limitation, developing, marketing, owning, operating, managing, licensing or franchising any Licensor Lodging Facilities (including Resort Lodging Facilities) on a system-wide basis;

(g) allow other Licensor Lodging Facilities operated, licensed, or franchised by Licensor or its Affiliates to use in connection with such Licensor Lodging Facilities, various components of the Branded Elements and the System (including, without limitation, the Brand Loyalty Programs and the Hotel Reservation System) that are not used exclusively in connection with the Licensed Shared Ownership Business;

(h) manage or rent Shared Ownership Products not using any of the Licensor Intellectual Property, the Branded Elements or the System;

(i) accept multi-year advanced bookings or advance deposits or payments for stays at specific Licensor Lodging Facilities and Residential Units;

(j) own, develop, manage, lease, operate, sell, market, finance, license and franchise Resort Lodging Business Programs; provided, however, during the Exclusivity Period, Licensor and its Affiliates shall not use any Licensor Customer Information from any Brand Loyalty Program or use Licensor Lodging Facilities (other than Resort Lodging Facilities) to market and sell such Resort Lodging Business

Programs (and, notwithstanding the foregoing, Licensor and its Affiliates shall have the full right, including during the Exclusivity Period, to continue engaging in its current Lodging Business and offering of Resort Lodging Business Programs with Playa Hotels and Resorts in a manner substantially similar to that in effect as of the Effective Date);

(k) own, operate, manage, license or franchise any businesses or services that are ancillary to the Shared Ownership Business that do not use the Branded Elements or Licensed Hyatt Marks, such as amenities at a Shared Ownership Project, including country clubs, spas, golf courses, food and beverage outlets, and gift and sundry shop; and

(l) otherwise engage in activities that are not prohibited under this Agreement or the Transaction Agreements, all provided that, unless Licensee otherwise agrees in writing, no such activities above may (x) involve or utilize in any way the Licensee Intellectual Property or Licensee Member Information (to the extent not included in Licensor Customer Information), and (y) during the Term, involve or utilize in any way the names “Hyatt Residence Club”, “Hyatt Vacation Club”, “Hyatt Residence Club International”, “Hyatt Vacation Club International”, “Hyatt Shared Ownership”, “Hyatt Vacation Ownership”, “Hyatt Fractional Ownership” or “Hyatt International Club” (in such exact order and form) (collectively and excluding any of the names subject to subsection (A) below, the “ Reserved Names ”); provided, however, that upon the termination or expiration of the Exclusivity Period, (A) Licensor and its Affiliates may use, on an exclusive basis, any of the above names to the extent such names were not in use by Licensee at the time the Exclusivity Period terminated or expired, (B) Licensor and its Affiliates may not use any other names using the Licensor Intellectual Property which were approved by Licensor (in a writing that references this Section 2.4(l)) for Licensee’s exclusive use and were in use by Licensee at the time the Exclusivity Period terminated or expired (in such exact order and form approved by Licensor and used by Licensee at such time (collectively, the “ Additional Names ”), and (C) Licensee, the Permitted Affiliates and Permitted Sublicensees shall have the continued right to use, on an exclusive basis, all of the Reserved Names and the Additional Names.

(m) For the avoidance of doubt, Licensor and its Affiliates expressly retain the right to use the name and mark “Hyatt” and any variations thereof (but not the Reserved Names or the Additional Names (in such exact order and form)) in connection with any business other than the Shared Ownership Business, including, without limitation, branding a passenger ship or cruise line or lodging facilities on a passenger ship or cruise line, provided, that Licensor and its Affiliates shall not use the Licensor Intellectual Property, the Branded Elements or the System for developing, selling, marketing, managing, operating, or financing Shared Ownership Products or Shared Ownership Units on a passenger ship or cruise line. In connection with the foregoing uses, Licensor and Licensee agree to use good faith efforts to establish reasonable parameters and to take reasonable steps to provide for appropriate brand separation sufficient to avoid customer confusion.

(n) Licensor reserves all rights in the Licensor Intellectual Property, the Branded Elements and the System not expressly granted to Licensee in this Agreement, including without limitation any individual elements or components thereof.

(o) Licensee acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensor shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “residence”, “villa”, “destination”, or similar generic terms in connection with the development, promotion, or operation of any of Licensor’s businesses. In addition, Licensee acknowledges and agrees that during the Term and pursuant to the terms of this Agreement, Licensor shall not be restricted in any manner from using any of the following word combinations: “Hyatt Club”, “Hyatt Residence(s)”, “Hyatt Vacation(s)”, “Residence Club” (without being prefaced with “Hyatt”), or “Vacation Club” (without being prefaced with “Hyatt”) or similar terms in connection with the development, promotion, or operation of any

of Licensor’s businesses; provided, however, during the Exclusivity Period, Licensor and its Affiliates shall be prohibited from using any word combinations that include “Hyatt Club” together with other language that utilizes terminology that uniquely relates to the Shared Ownership Business, including, but not limited to, “Vacation(s)”, “Residence(s)”, “Vacation(s) International” or “Residence(s) International.” In connection with the foregoing uses, Licensor and Licensee agree to use good faith efforts to establish reasonable parameters and to take reasonable steps to provide for appropriate brand separation sufficient to avoid customer confusion.

Section 2.5 Licensee’s Reserved Rights.

(a) Subject to Sections 8.3(b) and 8.3(c) of this Agreement, Licensor agrees that Licensee and its Affiliates expressly retain the right to engage in any Whole Ownership Residential Business or Lodging Business, including under existing brands owned by Licensee or any of its Affiliates and brands that Licensee or its Affiliates may develop or acquire in the future and to use and sublicense the Licensee Intellectual Property and Licensee Member Information in connection therewith; provided that, unless Licensor otherwise agrees in writing in its sole discretion, no such activities above may involve or utilize in any way the Licensor Intellectual Property, the Branded Elements or the System.

(b) Licensor agrees that, except with respect to such limitations as are set forth in this Agreement, Licensee and its Affiliates expressly retain the right to engage in the Shared Ownership Business, including in the following manners:

(i) under the PHG Brand in a manner reasonably consistent with the operations of the Shared Ownership Business under the PHG Brand as of the Effective Date,

(ii) under another brand that Licensee or an Affiliate owns as of the Effective Date or may own, acquire or develop subsequent to the Effective Date; provided, however, during the Exclusivity Period, such business does not include owning, developing or acquiring a Shared Ownership Project (other than in connection with a Multi-Tier Acquisition) or selling or marketing Shared Ownership Products, under a Lodging Competitor Brand or a brand of a Licensor SOI Branded Competitor (except as expressly permitted under Section 8.4(a) of this Agreement) in the Upper-Upscale Brand Segment and Luxury Brand Segment in which the Licensed Shared Ownership Business operates,

(iii) on an unbranded basis,

(iv) at and with respect to Unbranded Shared Ownership Projects permitted under Section 5.2(d) of this Agreement,

(v) at and with respect to any Shared Ownership Projects that are acquired as part of a Multi-Tier Acquisition, and

(vi) general Shared Ownership Business (not otherwise limited as set forth in this Agreement), including, without limitation, management operations, exchange company operations, reservation servicing, loan servicing and collections operations;

provided, however, that, except as expressly provided in this Agreement, unless Licensor otherwise agrees in writing in its sole discretion, none of the activities in this Section 2.5(b) may involve or utilize in any way the Licensor Intellectual Property, the Branded Elements or the System.

(c) Licensee reserves all rights in the Licensee Intellectual Property and Licensee Confidential Information, including, without limitation, any Licensee individual elements or components thereof.

(d) Licensor acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, Licensee shall not be restricted in any manner from using the terms “vacation”, “resort”, “club”, “lodge”, “residence”, “villa”, “destination”, or similar generic terms in connection with the development, promotion, or operation of any of Licensee’s businesses. In addition, Licensor acknowledges and agrees that during the Term and pursuant to the terms of this Agreement, Licensee shall not be restricted in any manner from using any of the Reserved Names or the Additional Names (in such exact order and form) in connection with the development, promotion, or operation of the Licensed Shared Ownership Business. In connection with the foregoing uses, Licensor and Licensee agree to use good faith efforts to establish reasonable parameters and to take reasonable steps to provide for appropriate brand separation sufficient to avoid customer confusion. For the avoidance of doubt, Licensee, its Permitted Affiliates and Permitted Sublicensees shall be prohibited from using any of the following word combinations: “Hyatt Club” or “Hyatt Club” preceding any other word, including, but not limited to, “Vacation(s)”, “Residence(s)”, “Vacation(s) International” or “Residence(s) International.”

(e) Licensee and its Affiliates may engage in any activity that is not prohibited under this Agreement or the Transaction Agreements.

Section 2.6 Subsequently Acquired Brand; Right of First Offer.

(a) Licensee acknowledges that Licensor and its Affiliates may acquire a Subsequently Acquired Brand and engage in the Shared Ownership Business under such Subsequently Acquired Brand, and use and sublicense the Licensor Intellectual Property (excluding the Licensed Hyatt Marks), the Branded Elements and the System in connection therewith in the manner described in this Agreement. Notwithstanding anything herein to the contrary, Licensor and its Affiliates will have the right (and will have the right to permit third parties, under a management, licensing or franchise agreement or otherwise) to (x) market, offer, and sell units in any Shared Ownership Project that is part of such Shared Ownership Business at any hotel (provided such hotel, during the Exclusivity Period, is not named or branded as a “Hyatt” hotel (other than as a means of identification or as being identified as a part of the “Hyatt Family of Brands” or any successor program adopted by Licensor)) acquired by Licensor or its Affiliates as part of the acquisition of a Subsequently Acquired Brand which is adjacent to such Shared Ownership Project (an “ Adjacent Hotel ”) to any Person, including guests of such Adjacent Hotel, (y) place overflow guests of such Adjacent Hotel in the adjacent Shared Ownership Project on a transient basis, and (z) offer potential customers of the Shared Ownership Project stays at such Adjacent Hotel in connection with the marketing and sale of the units of such adjacent Shared Ownership Project.

(b) Prior to negotiating a sale or license to an unaffiliated third party of a Subsequently Acquired Brand for use in the Shared Ownership Business, Licensor will give Licensee written notice of its decision to sell or license the Subsequently Acquired Brand for use in the Shared Ownership Business (or a Controlling interest in the owner(s) of such Subsequently Acquired Brand), and, during the period of thirty (30) days after such notice, Licensor will negotiate in good faith with Licensee for a mutually satisfactory “letter of intent” to be followed in the next sixty (60) days by a definitive agreement for the purchase or license of the Subsequently Acquired Brand. If, after the expiration of ninety (90) days following the date of Licensor’s notice of its desire to sell or license the Subsequently Acquired Brand, Licensee and Licensor have not entered into a mutually acceptable definitive agreement for the purchase or license of the Subsequently Acquired Brand, Licensor shall be free to enter into within a period of two hundred seventy (270) days thereafter a binding contract to sell or license the Subsequently Acquired Brand to a third-party so long as the aggregate consideration to such third-party is not less than 97% of the aggregate consideration that Licensor offered to sell or license the Subsequently Acquired Brand to Licensee. For

purposes of determining “aggregate consideration” above, the parties shall take into account the amount of assumed indebtedness for borrowed money, the fair market value of non-cash consideration, the present value of any future consideration and other similar factors, and other material terms. Licensor shall promptly provide Licensee with the name of the prospective purchaser or licensee, the price, and the terms and conditions of such proposed sale or license of the Subsequently Acquired Brand, together with all other information reasonably requested by Licensee in order for Licensee to confirm that the requirements of this Section 2.6(b) have been met.

Section 2.7 Similar Lines of Business .

(a) Nothing in this Agreement is intended to prevent Licensor or its Affiliates from remaining competitive in the Lodging Business (including, without limitation, the Resort Lodging Business) and Whole Ownership Residential Business due to the evolution of such businesses over time. Licensee agrees that Licensor and its Affiliates shall have the right to develop, offer, operate, market and promote products, benefits, services and rewards under any brand, trade name, trademark and service mark, including those using the word “Hyatt” (other than the Reserved Names or Additional Names) and using the Branded Elements and the System, but only to the extent that such products, benefits, services and rewards are not Shared Ownership Products. Licensor and its Affiliates shall not call or refer to any of its properties (or any such products, benefits, services or rewards) as “timeshare”, “fractional”, “vacation club”, “vacation ownership”, “shared ownership”, or “destination club” or similar terms commonly used for Shared Ownership Projects.

(b) Nothing in this Agreement is intended to prevent Licensee or its Affiliates from remaining competitive in the Shared Ownership Business due to the evolution of such business over time; provided, that, Licensee shall be permitted to use the Licensor Intellectual Property, Branded Elements and the System only as expressly provided in this Agreement.

(c) In the event that Licensor’s or its Affiliates’ exercise of their rights under Section 2.7(a) above has a material adverse effect on the Licensed Shared Ownership Business (or Licensee notifies Licensor that the exercise of such rights has the potential to have a material adverse effect on Licensee’s business as described above), then the parties shall meet to discuss alternative approaches to mitigating such effect, or agree to some other arrangement acceptable to both parties. In the event the parties are unable to agree on such an arrangement, then either party shall have the right to have the matter decided by arbitration pursuant to Section 21.3 of this Agreement; provided, that any remedy shall be limited to the payment of a liquidated sum certain payable within a specified time after the date of the resolution by the arbitrator (and in no event shall a party be entitled to an injunction, restraining order or other relief to prevent the other party from proceeding with the conduct of the business at issue).

ARTICLE 3

FEES AND CHARGES

Section 3.1 Shared Ownership Royalty Fees.

(a) When (x) an initial sale or re-sale of a Licensed Shared Ownership Product, or (y) an initial sale or re-sale of Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects (as more fully set forth below) is deemed to have occurred pursuant to Section 3.1(b) below, Licensee shall pay to Licensor a fee (the “ Shared Ownership Royalty Fee ”) in an amount equal to:

(i) (A) one and one-half percent (1.5%) of the Gross Sales Price for initial sales by Licensee, its Permitted Affiliates or Permitted Sublicensees of Licensed Shared Ownership

Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, whether directly or through the conveyance or issuance of deeded interests, beneficial interests, other ownership interests, use rights, points or other entitlements (whether the value of which is denominated as points, weeks, or any other currency), including interests in a land trust or similar real estate vehicle, and (B) one percent (1%) of the Gross Sales Price for re-sales of such Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects by Licensee, its Permitted Affiliates or Permitted Sublicensees; plus

(ii) with respect to the initial sale of Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects by Permitted Sublicensees, (A) fifty percent (50%) of any fees charged by Licensee or its Permitted Affiliates to such Permitted Sublicensee in excess of three percent (3%) of the Gross Sales Price for the initial sale of such Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, and (B) fifty percent (50%) of any other fees charged by Licensee or its Permitted Affiliates to such Permitted Sublicensee for the use of the brand and on account of the sublicense, including any application fee, upfront fee or other charge, less out-of-pocket expenses reasonably incurred by Licensee or its Permitted Affiliates with respect thereto; provided, however, in a “fee for service” contractual relationship in which sales, marketing and/or administrative fees are paid to Licensee or a Permitted Affiliate by a Permitted Sublicensee, in consideration for conducting sales, marketing and/or administrative services in connection with such Permitted Sublicensee’s Shared Ownership Product no portion of such sales, marketing and/or administrative fees paid to Licensee or its Permitted Affiliate for performing such sales, marketing and/or administrative services shall be paid or payable to Licensor.

(b) A sale shall be deemed to have occurred with respect to the initial sale or re-sale of Licensed Shared Ownership Products or the initial sale or re-sale of Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects when all of the following conditions have been satisfied:

(i) A written agreement is executed by a purchaser and has been accepted by the Developer pursuant to which such purchaser contractually commits to acquire such Shared Ownership Product (“ Purchase Contract ”);

(ii) With respect to purchase money financing provided by Licensee, its Permitted Affiliates or Permitted Sublicensees, if any, such purchaser has duly executed all applicable sales and purchase money financing documents in respect of such Purchase Contract;

(iii) Such purchaser has duly tendered payment of the full purchase price in respect of such Purchase Contract (or full required down payment thereof in the case of purchase money financing, as applicable) by cash, by check which has cleared, or by credit card which has been duly processed) to either (x) the Developer or (y) a fiduciary, escrow agent, trustee or other independent third-party designated by the Developer, as may be required by Applicable Law;

(iv) All rescission periods applicable to such Purchase Contract have expired, without the rescission of such Purchase Contract by the applicable purchaser or the Developer;

(v) All pre-conditions set forth in such Purchase Contract and any legal requirements under Applicable Law in order for the Purchaser to be able to exercise its rights as a member of the applicable Licensed Club pursuant to the Club Documents, as set forth in such Purchase Contract, shall have been duly satisfied, without the purchaser or the Developer having exercised any right of cancellation afforded such purchaser or the Developer under the terms of such Purchase Contract or under Applicable Law; and

(vi) All payments tendered by the applicable purchaser pursuant to such Purchase Contract have been released to Developer, a lender or any other appropriate party from escrow; provided, however, if one hundred eighty (180) days have passed since the expiration of all rescission periods applicable to such Purchase Contract and all other conditions to close not within the Developer’s control have been satisfied without such a release occurring, then this condition shall be deemed to have been satisfied.

(c) If a Shared Ownership Royalty Fee is actually paid to Licensor in connection with a sale or re-sale pursuant to Section 3.1(a) above, in which purchase money financing is provided by or through Licensee, its Permitted Affiliates or any Permitted Sublicensee, and (i) less than six (6) installment payments are received by Licensee, such Permitted Affiliate or such Permitted Sublicensee, due to a default by the purchaser on such financing, and (ii) Licensee, such Permitted Affiliate or such Permitted Sublicensee has (A) cancelled the Purchase Contract, if closing thereunder has not occurred, or (B) if closing of such Purchase Contract has occurred, Licensee, its Permitted Affiliate or Permitted Sublicensee has elected to (x) take a deed in lieu of foreclosure or other voluntary method of taking back the subject shared ownership interest or (y) commence a foreclosure or other judicial enforcement proceeding or, where permitted by Applicable Law, non-judicial foreclosure or other non-judicial enforcement action against such purchaser and/or the associated Licensed Shared Ownership Product or Shared Ownership Product at an Affiliated Unbranded Shared Ownership Project (a “ Financing Default ”), then the entire amount of the Shared Ownership Royalty Fee actually paid to Licensor with respect to such sale shall be offset against the next succeeding installment of the Shared Ownership Royalty Fee due to Licensor from Licensee pursuant to Section 3.1(a) above.

(d) For purposes of Section 3.1(a) above,

(i) the re-sale of Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects which were subject to a Financing Default shall be considered initial sales;

(ii) the sale of Shared Ownership Products that were previously sold to end-user customers and are subsequently repurposed as other types of shared ownership interests (for example, Shared Ownership Products that are initially sold in the form of a weeks-based Shared Ownership Product and are subsequently repurposed in the form of a trust-based beneficial interest Shared Ownership Product) shall be considered re-sales; provided, however, the sale of interests in Residential Units that were previously sold to end-user customers and are subsequently repurposed as Shared Ownership Products shall be considered initial sales;

(iii) the conversion of Shared Ownership Products that were previously sold to end-user customers on an equivalent value basis into other types of interests (for example, Shared Ownership Products that are initially sold in the form of a weeks-based Shared Ownership Product and are subsequently repurposed in the form of a trust-based beneficial interest Shared Ownership Product and are subsequently repurposed as interests in Shared Ownership Units) that derive their value from the interests being converted shall not be considered an initial sale or a re-sale;

(iv) the trade-in of Shared Ownership Products that were previously sold to end-user customers as all or a portion of the consideration for initial Developer inventory (whether weeks-based, points-based, or otherwise) shall be considered an initial sale of such initial Developer inventory; and

(v) the trade-in of Shared Ownership Products that were previously sold to end-user customers as all or a portion of the consideration for inventory that had been previously sold to an

end-user customer (whether weeks-based, points-based, or otherwise) shall be considered a re-sale of such inventory.

(e) The Gross Sales Price shall, for purposes of calculating the Shared Ownership Royalty Fees under Section 3.1(a) above, include the amount of any newly-created initial or ongoing, recurring, or installment fees or charges that may be imposed by Licensee, its Permitted Affiliates or Permitted Sublicensees after the Effective Date that are currently as of the Effective Date included, free of separate charge, for the rights, benefits and services currently obtained by purchasers of such Shared Ownership Products, upon payment of the purchase price thereof (other than promotional or trial features for which separate fees or charges may be contemplated), or the amount by which any other fees existing as of the Effective Date are increased after the Effective Date, as a direct or indirect offset to any decrease in the purchase price of such Shared Ownership Product. In the event any such new or changed fee or charge is implemented, the Shared Ownership Royalty Fee shall be restructured such that the amount of the Shared Ownership Royalty Fee Licensor receives is not reduced as a result of the implementation of such new or changed fee or charge, which restructuring may, by agreement of the parties, include adding to the Gross Sales Price the net present value of fees or charges that are paid on an ongoing, recurring, or installment basis discounted by a discount rate of ten percent (10%).

(f) The Gross Sales Price shall, for purposes of calculating the Shared Ownership Royalty Fees under Section 3.1(a) above, exclude the amount attributable to a gross up for imputed interest associated with a zero percent (0%) or below market interest rate program used in relation to financing a purchaser’s acquisition of Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, but only where the Gross Sales Price is offered at different amounts to the customers on a programmatic basis, depending on the financing or payment terms selected by the customer.

(g) Solely with respect to Shared Ownership Products for which there are Purchase Contracts executed before the Effective Date, but for which the closing of the sales pursuant to such Purchase Contracts occur after the Effective Date, the amount of Shared Ownership Royalty Fees on such sales shall be payable on the difference between the Gross Sales Price and any amount of such Gross Sales Price that has been retained by Licensor or its Affiliates.

Section 3.2 Other Royalty Fees.

(a) Licensee shall pay to Licensor a fee (the “ Management Royalty Fee ”) in an amount equal to (i) nine percent (9%) of all property management fees received by Licensee, its Permitted Affiliates or Permitted Sublicensees which property management fees are attributable to or payable for any property management services provided by Licensee, its Permitted Affiliates or Permitted Sublicensees at Licensed Shared Ownership Projects or Licensed Residential Projects (whether to Owners’ Associations, Developers, other development entities or otherwise), and (ii) five percent (5%) of all property management fees received by Licensee, its Permitted Affiliates or Permitted Sublicensees which property management fees are attributable to or payable for any property management services provided by Licensee, its Permitted Affiliates or Permitted Sublicensees at Affiliated Unbranded Shared Ownership Projects (whether to Owners’ Associations, Developers, other development entities or otherwise); provided, however, that any property management fees received by Licensee, its Permitted Affiliates or Permitted Sublicensees which are attributable to unsold inventory of Shared Ownership Products at the subject Licensed Shared Ownership Projects or Affiliated Unbranded Shared Ownership Projects will be excluded from the property management fees subject to the Management Royalty Fee.

(b) Licensee shall pay to Licensor a fee (the “ Club Royalty Fee ”) in an amount equal to three percent (3%) of the Licensed Club Dues collected by Licensee, its Permitted Affiliates or Permitted

Sublicensees, from any owner of a Licensed Shared Ownership Product or of a Shared Ownership Product at an Affiliated Unbranded Shared Ownership Project, who is a Member of a Licensed Club or from the related Owners’ Association, if such Owners’ Association has collected Licensed Club Dues from the Member on behalf of a Licensed Club.

(c) Licensee’s Affiliate, the owner and operator of the Hyatt Carmel Highlands Hotel, located at 120 Highlands Drive, Carmel, California, shall pay to Licensor certain fees (the “ Carmel Hotel Royalty Fee ”) set forth in the Carmel Hotel Franchise Agreement.

(d) Licensee shall pay to Licensor a fee (the “ Rental Royalty Fee ”) in an amount equal to five percent (5%) of the Gross Rental Payments for rentals by Licensee, a Permitted Affiliate or a Permitted Sublicensee of existing physical units that at the time of the rental are either: (i) Licensed Shared Ownership Units or units that are not at such time, but are contemplated to be dedicated as Licensed Shared Ownership Units pursuant to the recordation of a declaration subjecting such Shared Ownership Units to a shared ownership regime, or (ii) Licensed Residential Units. Notwithstanding the foregoing to the contrary, no Rental Royalty Fee shall be payable to Licensor for the rental by Licensee, a Permitted Affiliate or a Permitted Sublicensee of (A) commercial or retail units or common areas owned by the applicable Developer or other development entity, (B) Shared Ownership Units at an Affiliated Unbranded Shared Ownership Project, or (C) any physical unit not yet dedicated to a shared ownership regime or any Licensed Shared Ownership Unit where such units are being used for marketing purposes as a “mini vac” or otherwise as an accommodation for a prospective purchaser of a Licensed Shared Ownership Product; provided such units are not booked through the Hotel Reservation System. In such event, Licensor will only be entitled to receive a standard reservation fee, if applicable. With respect to rentals of Licensed Shared Ownership Units or Licensed Residential Units by a Licensed Club, the Rental Royalty Fee shall be calculated as five percent (5%) of the difference of (x) the Gross Rental Revenue for rentals by the Licensed Club for such period less (y) the cost of Brand Loyalty Program points purchased during such period and awarded to Members of the Licensed Club solely in consideration of such Members’ exchange of their Licensed Shared Ownership Products or Licensed Residential Units for such Brand Loyalty Program points.

Section 3.3 Other Fees and Reimbursable Expenses.

(a) Licensee shall pay to Licensor or its Affiliates the following fees and charges: (i) an annual Marketing Support Charge payable in four (4) equal installments each year within thirty (30) days after the end of each calendar quarter, as described in Section 10.1 of this Agreement, if applicable; (ii) an annual Customer Analytics Charge payable in four (4) equal installments each year within thirty (30) days after the end of each calendar quarter, as described in Section 10.2 of this Agreement, if applicable; (iii) with respect to each New Project (including any Affiliated Unbranded Shared Ownership Project), the New Project Application Fee, as described in Section 5.2 of this Agreement; and (iv) with respect to each New Project (including any Affiliated Unbranded Shared Ownership Project) and certain significant renovations of a Project, the TSA Consulting Charge provided for in the Hyatt Technical Services Consulting Agreement and Sections 5.2(g) and 7.2(a) of this Agreement (collectively, the “ Service Fees and Charges ”). All Service Fees and Charges shall be payable in advance, except as otherwise set forth in this Section 3.3(a).

(b) Licensee shall pay to Licensor or its Affiliates (i) the Licensor Usage Fees for ongoing services provided by Licensor and/or its Affiliates, including the use of certain of Licensor’s Electronic Systems and other systems, copyrights, and other materials owned by Licensor or its Affiliates, as applicable, under this Agreement, the Hotel Reservation System Services Agreement, and the Gold Passport Participation Agreement, and related reimbursable expenses; (ii) Direct Marketing Costs and any other applicable fees and charges for Licensee’s participation in any optional or agreed upon advertising, marketing and promotional activities, materials and programs made available to Licensee by Licensor in

which Licensee elects to participate, as provided in Section 8.5 and Article 10 of this Agreement or otherwise; (iii) amounts specified by Licensor or its Affiliates for inspections, examinations and audits under the circumstances set forth in Sections 7.4 and 14.3 of this Agreement; (iv) the non-reimbursed costs incurred by Licensor or its Affiliate pursuant to Section 7.6 of this Agreement, and (v) the applicable fees and charges for Licensee’s participation in any optional training or other programs and systems which are (x) offered by Licensor or an Affiliate of Licensor or (y) specifically requested by Licensee, its Permitted Affiliates or Permitted Sublicensees and agreed to by Licensor, pursuant to Section 10.3 of this Agreement. Except as otherwise stated in this Agreement, the Gold Passport Participation Agreement or the Hotel Reservation System Services Agreement, Licensee shall pay to Licensor all related Travel Expenses for individuals who provide the services described in this Section 3.3(b). Licensee shall not be obligated to provide accommodations or pay related Travel Expenses in excess of what would be required under Licensor’s internal travel reimbursement policies.

(c) Charges for items described in Sections 3.3(b) above will be determined on a fair and commercially reasonable basis. To the extent applicable, such charges will be determined in a manner consistent with the manner in which such charges are made with respect to the Licensor Lodging Facilities receiving the services or participating in the programs or systems to which such fees, expenses, or costs are applicable and, where appropriate, shall take into account the manner and extent to which such services, programs, or systems are used by the Licensed Business, as the same may change from time to time.

Section 3.4 Making of Payments; Delegation of Duties and Performance of Services.

(a) The Royalty Fees payable under Sections 3.1 and 3.2 of this Agreement shall be paid within thirty (30) days following the end of each calendar quarter, as applicable, during the Term for the immediately preceding calendar quarter along with any reports required under Section 14.2 of this Agreement. All other payments, reimbursements and fees required by this Agreement, whether payable by Licensee or its Affiliates to Licensor or its Affiliates or by Licensor or its Affiliates to Licensee or its Affiliates, will be made within thirty (30) days after receipt by Licensee or its Affiliate or Licensor or its Affiliate, as the case may be, of each statement for such payment. Payments due to either party or their respective Affiliates, unless otherwise agreed, will be paid by wire transfer of immediately available funds by Licensee to Licensor or by Licensor to Licensee, as applicable, in the United States to the accounts designated by the receiving party.

(b) For the avoidance of doubt, Licensee shall be responsible for all Royalty Fees, Service Fees and Charges and all other fees, expenses, costs and other charges owed to Licensor or its Affiliates by Licensee, its Permitted Affiliates and Permitted Sublicensees pursuant to this Agreement, any Sublicense Agreement, the Gold Passport Participation Agreement, the Carmel Hotel Franchise Agreement, the Hotel Reservation System Services Agreement and the Hyatt Technical Services Consulting Agreement.

(c) Licensor has the right to have any service or obligation of Licensor under this Agreement be performed by an Affiliate of Licensor, and Licensee agrees to accept performance by such Affiliate. Licensor may designate that payment be made to one of its Affiliates instead of Licensor, and Licensee and its Affiliates must make such payments as designated; provided, however, that Licensee and its Affiliates shall have no obligation to pay more than it otherwise would have paid had Licensor not made such designation.

(d) To the extent that Licensee has the right under this Agreement to have any service or obligation of Licensee under this Agreement be performed by an Affiliate of Licensee, Licensor agrees to accept performance by such Affiliate. Licensee may designate that payment be made to one of its Affiliates instead of Licensee, and Licensor and its Affiliates must make such payments as designated; provided,

however, that Licensor and its Affiliates shall have no obligation to pay more than it otherwise would have paid had Licensee not made such designation.

(e) Unless as specified in Section 3.1(c) of this Agreement or as otherwise specified herein, all fees that Licensee pays to Licensor or its Affiliates during the Term, are non-refundable.

Section 3.5 Interest on Late Payments. If any payment due under this Agreement (including, without limitation, any Royalty Fees, Service Fees and Charges, Licensor Usage Fees or installments of Extension Fees or Exclusivity Continuation Fees that may become due) is not received by the party to which such payment is due on or before its due date, such payment will be deemed overdue, and paying party must pay to the receiving party, in addition to the overdue amount, interest on such overdue amount which will accrue at the Interest Rate, compounded quarterly, from the date such overdue amount was due until paid. Interest is not in lieu of any other remedies the receiving party may have.

Section 3.6 Currency and Taxes.

(a) All amounts payable to Licensor or Licensee or their respective Affiliates under this Agreement, the Hotel Reservation System Services Agreement, the Gold Passport Participation Agreement, the Carmel Hotel Franchise Agreement, the Sublicense Agreements, and the Hyatt Technical Services Consulting Agreements and, except as expressly otherwise agreed to by the parties, any other payments required for services provided to Licensee, its Permitted Affiliates or Permitted Sublicensees by Licensor or its Affiliates pursuant to this Agreement (including any judgment or arbitral award) must be paid in United States Dollars (collectively, “ Payment Obligations ”). With respect to amounts requiring conversion to United States Dollars, such amounts shall be calculated and converted using the exchange rate as reported by the Wall Street Journal or such other financial institution as the parties may agree in writing, as follows: (i) when calculating the Royalty Fees, such amounts shall be converted using the exchange rate in effect on the date such payment is due, or if payments are invoiced, the date of Licensor’s invoice, which shall be sent in accordance with its normal business practices; (ii) when calculating the amounts due to Licensor or Licensee under this Agreement in respect of reimbursable expenses incurred in currencies other than United States Dollars, such amounts shall be converted using the exchange rate in effect on the date such reimbursable expenses were incurred, and (iii) when calculating overdue payments and related interest payable to Licensor under this Agreement, these amounts shall be converted using the exchange rate that will yield the greatest United States Dollars in effect either (x) in accordance with the payment dates specified for such amounts in this Agreement or (y) at the time of payment.

(b) Licensee, its Permitted Affiliates and Permitted Sublicensees must promptly pay when due all Taxes levied or assessed against Licensee and its Permitted Affiliates by any Tax authority relating to the Projects and the Licensed Business, Licensee, its Permitted Affiliates, Permitted Sublicensees, this Agreement, the Payment Obligations or in connection with the operation of the Projects or the Licensed Business. Subject to Sections 3.6(c) and (d) below and to the extent the failure to pay such Taxes has an adverse effect on Licensee, Licensor and its Affiliates shall promptly pay when due all Taxes levied or assessed directly against it or any of its Affiliates by any Tax authority relating to this Agreement or the Payment Obligations.

(c) If any gross receipts, sales, use, excise, value added or similar tax is imposed upon Licensor due to any payment Licensee makes to Licensor under this Agreement (but not Licensor’s own income taxes) and Licensor pays such amounts due, then Licensee must reimburse Licensor for all payments of such taxes Licensor makes so that the amount of Licensee’s payments that Licensor retains after paying the applicable taxes equals the full amount of the payments Licensee was required to make under this Agreement had the tax not been imposed upon Licensor. All amounts payable pursuant to this Agreement or any related agreement between Licensor (or its Affiliate) and Licensee are exclusive of any

such taxes. Accordingly, if applicable, and to the extent Licensee is aware of such tax payments to be made by Licensor, Licensee’s payments shall, in addition, include an amount equal to any and all such taxes imposed by law on any payments to be made pursuant to this Agreement or any related agreement. Licensor shall reasonably cooperate with Licensee, at Licensee’s cost, with respect to attempts by Licensee to negotiate with the applicable Governmental Authority for an exemption of the Licensed Business from such taxes imposed by law on such payments.

(d) Except with respect to the Royalty Fees required to be paid under this Article 3, any amount to be paid or reimbursed under this Agreement to Licensor or Licensee or their respective Affiliates, for reimbursable expenses, including Travel Expenses, shall be made free and clear and without deduction for any Taxes or withholding of Taxes so that the amount actually received in respect of such payment (after payment of Taxes) equals the full amount stated to be payable in respect of such payment. To the extent any Applicable Law requires or allows deduction, payment or withholding of Taxes to be paid by the paying party directly to a Governmental Authority, the paying party must account for and pay such amounts promptly and provide to the receiving party receipts or other proof of such payment promptly upon receipt.

ARTICLE 4

TERM

Section 4.1 Initial Term. The initial term of this Agreement begins on the Effective Date and expires on December 31, 2093 (the “ Initial Term ”) unless sooner terminated in accordance with the terms of this Agreement.

Section 4.2 Extension Term.

(a) Licensee shall have the right to obtain three (3) additional successive but independent extension terms of twenty (20) years each (each, an “ Extension Term ”). Unless waived by Licensor in its sole discretion, Licensee must meet the following conditions in order to obtain each Extension Term: (i) Licensee must provide Licensor with notice of its desire to obtain the applicable Extension Term not later than December 31, 2088 for the first Extension Term, not later than December 31, 2108 for the second Extension Term, and not later than December 31, 2128 for the third Extension Term, which notice shall be non-revocable; (ii) Licensee shall not then be in a continuing event of default pursuant to the provisions of Section 17.2 of this Agreement at the time each notice set forth in subsection (i) above is given and when the applicable Extension Term is set to commence; and (iii) the aggregate Gross Sales Price for the sale of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects (each, the “ Actual Aggregate GSP ”) during the prior twenty (20) years immediately preceding the last day of the Initial Term or any Extension Term, as applicable (each, an “ Extension Test Period ”) must not be less than one billion dollars ($1,000,000,000) as adjusted by the CPI Index at the expiration of the Initial Term for the first Extension Term, at the expiration of the first Extension Term for the second Extension Term, and at the expiration of the second Extension Term for the third Extension Term (each, a “ Target Aggregate GSP ”). Any applicable Target Aggregate GSP as set forth herein shall be replaced if applicable in this Section 4.2(a) by the Adjusted Target Aggregate GSP if any, determined as set forth in Section 4.2(c) below.

(b) In the event Licensee provides notice to obtain an applicable Extension Term but then fails to satisfy condition (iii) of Section 4.2(a) above (and the other conditions have been either met or waived) Licensee shall be required to pay an Extension Fee (as defined below). Licensor shall calculate the amount of any shortfall for an Extension Test Period utilizing the formula set forth in Section 2.3(b) of this Agreement. The sum of the Initial Sale Shortfall Amount and the Re-Sales Shortfall Amount for the prior

twenty (20) calendar year period immediately preceding the last day of any Extension Test Period shall be collectively referred to for any Extension Term as the “ Extension Fee .” Extension Fees, if any, shall be paid in six (6) equal installments, with the first installment due within ten (10) Business Days after the calculations to determine the Extension Fee for the applicable Extension Test Period are finalized, and the remaining five (5) installments paid on the next five (5) anniversaries of the payment of the first installment for the applicable period. Licensee may prepay any Extension Fee without penalty. If Licensee fails to pay any installment when the same becomes due and payable, then Licensor may issue a notice to Licensee with respect to such failure. Licensee shall have thirty (30) days following Licensee’s receipt of such notice to cure the failure to pay. If Licensee fails to cure any payment failure within such thirty (30) day period, then the entire outstanding amount of the Extension Fee shall become due and payable. Without limiting any other remedies that may be available to Licensor under this Agreement or otherwise, in the event of an uncured default by Licensee of its payment of an installment of an Extension Fee, Licensor may declare that the Term shall immediately terminate at any time after the expiration of the applicable cure period by delivering notice to Licensee.

(c) The Target Aggregate GSP shall be reduced for any Extension Test Period, as applicable, by an amount determined at the time of calculation which is equal to the following fraction,

(i) the numerator of which is the total number of Shared Ownership Units in Shared Ownership Projects which were rejected by Licensor pursuant to Section 5.2(b)(ii) or Section 5.2(b)(iii) of this Agreement and subsequently developed by Licensee as Unbranded Shared Ownership Projects during the applicable Extension Test Period (but not on account of a rejection based on the location for such proposed new shared ownership project being within a Disclosed Territorial Restriction); provided, however, all such rejections must have been made after the complete New Project Application of such proposed new shared ownership project has been submitted in good faith and the related New Project Application Fee has been paid in full; and

(ii) the denominator of which is the sum of (I) 109, plus (II) the total number of Shared Ownership Units in all approved New Projects as of the date of determination.

The resulting fraction shall be multiplied by the then Target Aggregate GSP and the product thereof shall be subtracted from such Target Aggregate GSP to determine an adjusted Target Aggregate GSP (“ Adjusted Target Aggregate GSP ”).

(d) Commencing on the earliest of the following occurrences: (i) Licensee does not timely deliver notice of its desire to obtain an applicable Extension Term, (ii) Licensee delivers notice of its desire to not obtain an applicable Extension Term, or (iii) Licensee does not pay any installment of the applicable Extension Fee within the applicable cure period; then, notwithstanding anything in this Agreement to the contrary, commencing on the date of such occurrence and continuing until the expiration of the Term, Licensor and its Affiliates shall be permitted to conduct any aspect of the Licensed Shared Ownership Business and use any and all of the Licensor Intellectual Property, the Branded Elements and the System in connection therewith. Notwithstanding the foregoing, Licensor and its Affiliates shall be prohibited from selling Licensed Shared Ownership Products or generating any revenue directly related to the sale of Licensed Shared Ownership Products until the earlier of (x) the expiration of the Term or (y) the expiration of the Exclusivity Period.

ARTICLE 5

DEVELOPMENT RIGHTS AND RESTRICTIONS

Section 5.1 Existing Projects and Existing Residential Projects.

(a) The Existing Projects and the Existing Residential Projects are listed on Exhibit B to this Agreement. Each Existing Project and Existing Residential Project may operate only under the applicable Project name set forth in Exhibit B , which Project name may be changed only in accordance with any naming protocol set forth in the Brand Standards and only with the prior written consent of Licensor.

(b) Licensee (or the applicable party providing such services as of the Effective Date) may continue to:

(i) develop, construct, renovate, market, sell, lease, manage and/or operate Licensed Shared Ownership Products in the Existing Projects under the System using the Licensor Intellectual Property and Branded Elements, in accordance with (A) the applicable Brand Standards, (B) the terms and conditions of this Agreement, (C) the terms of any applicable sublicense, management or other agreement currently in place as of the Effective Date providing for the licensing or use of the Licensed Hyatt Marks, the Branded Elements and other aspects of the System at the Existing Projects (collectively, the “ Existing Project License Agreements ”), and (D) the terms and conditions of all of the other documents concerning management, operation, marketing, selling and/or licensing with respect the Existing Projects currently in place as of the Effective Date, including, without limitation, affiliation agreements, management agreements, marketing agreements, licensing agreements and Club Documents (collectively, and together with the Existing Project License Agreements, the “ Existing Project Agreements ”); and

(ii) manage and provide transient rental services for Existing Residential Projects under the System using the Licensor Intellectual Property and Branded Elements, in accordance with the terms and conditions of all of the agreements concerning management, operation, transient rental services and/or licensing with respect to the Existing Residential Projects currently in place as of the Effective Date (collectively, the “ Existing Residential Project Agreements ”).

Notwithstanding any provision of this Agreement to the contrary, unless and until new agreements concerning management, operation, marketing, selling and/or licensing with respect to the Existing Projects, or new agreements concerning management, operation, transient rental services and/or licensing with respect to the Existing Residential Projects, are executed after the Effective Date, the Existing Projects shall continue to be governed by the Existing Project Agreements, the Existing Residential Projects shall continue to be governed by the Existing Residential Project Agreements, and Licensee shall be deemed to be in compliance with its obligations hereunder with respect to the applicable Existing Project or Existing Residential Project for so long as Licensee, Permitted Affiliates and Permitted Sublicensees are in compliance in all material respects with all of the terms and conditions in such Existing Project Agreements or Existing Residential Project Agreements, as applicable, and in the event of a conflict between any term or condition of the Existing Project Agreements and this Agreement, the Existing Project Agreements shall control, and in the event of a conflict between any term or condition of the Existing Residential Project Agreements and this Agreement, the Existing Residential Project Agreements shall control. For the avoidance of doubt, nothing in this Section 5.1, the Existing Project Agreements or the Existing Residential Project Agreements shall modify in any respect Licensee’s payment obligations under Article 3 or any other provision of this Agreement. Except to the extent required by Applicable Law, Licensee shall not amend or otherwise modify any Existing Project Agreement or Existing Residential Project Agreement in

any manner not consistent with the terms of this Agreement, without Licensor’s prior written approval, which approval shall not be unreasonably withheld, conditioned, delayed or denied.

(c) In the event that Licensee delegates the authority to develop, renovate, expand, market, sell and/or operate (including, without limitation, the authority to provide transient rental services, loan servicing services and financing services for) an Existing Project or an Existing Residential Project, as applicable, to a Permitted Affiliate or a Permitted Sublicensee, Licensee shall sublicense to such Permitted Affiliate or Permitted Sublicensee such right with respect to the applicable Existing Project or Existing Residential Project, as applicable, under a sublicense agreement in form and substance reasonably approved by Licensor (a “ Sublicense Agreement ”) under which such Permitted Affiliate or Permitted Sublicensee will be required to perform the delegated function(s) with respect to the Existing Project or the Existing Residential Project, as applicable, in accordance with the Sublicense Agreement and the terms and conditions of this Agreement, and such Permitted Affiliate or Permitted Sublicensee will agree to be jointly and severally bound by the same responsibilities, limitations, and duties of Licensee under this Agreement with respect to such Existing Project or Existing Residential Project, all to the extent applicable. Each of the Permitted Affiliates or Permitted Sublicensees who will be party to any Sublicense Agreement on or after the Effective Date in connection with any Existing Project or Existing Residential Project will be domiciled in Delaware, Florida, a non-U.S. jurisdiction (for Existing Projects and Licensed Residential Projects located outside of the United States) or any other jurisdiction agreed to by Licensor and Licensee, but in no other jurisdiction. Licensee shall provide Licensor with a fully-executed copy of each Sublicense Agreement entered into hereunder and each document entered into in connection with the Sublicense Agreement (collectively, the “ Sublicense Documents ”) promptly following its execution and will notify Licensor in writing upon the termination or expiration of any Sublicense Agreement. Except to the extent required by Applicable Law, Licensee shall not amend or otherwise modify any such Sublicense Agreement or any such Sublicense Document in any material respect without Licensor’s prior written approval, which approval shall not be unreasonably withheld, conditioned, delayed or denied. All Sublicense Agreements and Sublicense Documents entered into subsequent to the Effective Date shall provide, among other things, that (x) Licensor is an intended third party beneficiary, (y) de-identification upon termination provisions similar to those set forth in Article 18 of this Agreement, and (z) such Sublicense Agreements and Sublicense Documents may not be transferred, assigned or assumed (whether voluntarily, as a result of foreclosure, or otherwise) without Licensor’s prior written consent. Licensee agrees to use its commercially reasonable efforts to obtain, or cause to be obtained, from any lender having a mortgage on an Existing Project or Existing Residential Project, a subordination, non-disturbance and attornment agreement (in form and substance reasonably acceptable to Licensor) whereby such lender agrees to recognize the rights of the applicable Permitted Sublicensee under such Sublicense Agreement or Sublicense Document in the event of the exercise by such lender of its rights under the security documents.

(d) The parties understand and agree that, to the extent that the transactions relating to Existing Projects or Existing Residential Projects described in this Agreement constitute or could be construed as constituting a franchise sale, such franchise sale shall be exempt from the Federal Trade Commission’s Franchise Rule disclosure requirements pursuant to 16 C.F.R. 436.8(a)(6) and/or one or more exemptions or exclusions under each Applicable Law with a Registration/Disclosure Requirement (defined in Section 19.4 below). Licensee represents and warrants to Licensor that Licensee or at least one of its Affiliates is an entity which has been in business for at least five (5) years and has a net worth of at least $5,424,500.

(e) As of the Effective Date, Licensor approves of the expansion of Existing Projects as and to the extent described on Schedule 5.1(e) . The above-referenced expansions shall require the approval of Licensor in the manner described in Section 5.2 below (except with respect to the total number of permitted units to be built at the applicable Existing Project, which is deemed to be approved) and be in accordance with the terms and conditions of this Agreement, the applicable Existing Project Agreements, and the Sublicense Documents, including, without limitation, the then current applicable Brand Standards);

provided, however, no such phase, use or expansion may be rejected for the failure to satisfy the conditions described in clauses (ii), (iii), (iv) (provided there is no change after the Effective Date in the co-investors or other third parties for such Existing Project) or (vii) of Section 5.2(b) below. Prior to initiation of any above-referenced expansion, Licensee or the applicable Permitted Affiliate or Permitted Sublicensee shall enter into a Hyatt Technical Services Consulting Agreement with Licensor, the form of which is attached hereto as Exhibit E , and pay a TSA Consulting Charge in connection therewith. Any new phase or use or expansion not described on Schedule 5.1(e) shall require the approval of Licensor in the manner described in Section 5.2 below; provided, however, no such phase, use or expansion may be rejected for the failure to satisfy the conditions described in clauses (ii), (iii), (iv) (provided there is no change after the Effective Date in the co-investors or other third parties for such Existing Project) or (vii) of Section 5.2(b) below.

Section 5.2 New Projects.

(a) Licensee shall provide Licensor with an application (each, a “ New Project Application ”) in the form attached hereto as Exhibit D for each proposed New Project or any new phase or expansion of a Project involving a Significant Capital Expenditure that was not previously approved by Licensor. The form of New Project Application may be modified by Licensor or Licensee as required for compliance with Applicable Law or as mutually agreed by the parties hereto. Simultaneously with the submission of a New Project Application, Licensee shall pay to Licensor an application fee (a “ New Project Application Fee ”) equal to $25,000 (as adjusted by the CPI Index as of the date of submission of the New Project Application Fee) per proposed New Project. The New Project Application Fee shall be inclusive of all costs and expenses incurred in connection with providing evaluation and other approval and vetting services for each New Project in accordance with this Section 5.2 (including Travel Expenses of Licensor and its Affiliates). The New Project Application submitted for approval must include all current phases, and may include contemplated future phases for expansion purposes and the maximum density for such Project; provided, however, any contemplated future phase or expansion shall require the approval of Licensor in the manner described in Section 5.2(b) below; provided, further, no such future phase or expansion that is included in the original approval may be rejected for the failure to satisfy the conditions described in clauses (ii), (iii), (iv) (provided there is no change after the approval date of the original Project in the co-investors or other third parties for such Project) or (vii) of Section 5.2(b) below.

(b) Licensor may reject a proposed New Project if, in its reasonable discretion:

(i) Licensor determines that the proposed New Project does not meet the applicable Brand Standards related to construction and design;

(ii) Licensor determines that the location of the proposed New Project (A) does not meet applicable Brand Standards, (B) jeopardizes the commercial viability of a proposed Licensor Lodging Facility that is being actively pursued by Licensor (and “active pursuit” shall commence upon the initiation of negotiations for a letter-of-intent with respect to such proposed Licensor Lodging Facility and shall continue until the earlier of the opening day of such facility or the abandonment of such facility), or (C) will be located in an Urban Location and will have more than 50 Shared Ownership Units (or a combination of Shared Ownership Units and other physical residential units used for overnight accommodation in a Mixed Use Project wholly managed by Licensee or its Permitted Affiliate), then Licensor may reject the proposed New Project in its sole and absolute discretion (for the avoidance of doubt, Licensor will not reject a proposed New Project under this condition (ii)(C) in an Urban Location, if the proposed New Project consists of (x) 50 or less Shared Ownership Units (or a combination of Shared Ownership Units and other physical residential units used for overnight accommodation in a Mixed Use Project wholly managed by Licensee or its Permitted Affiliate), or (y) a subsequent phase or phases of 50 or less Shared Ownership Units once the prior phase is Substantially Sold Out);

(iii) Licensor determines that the development of the proposed New Project would breach, or be reasonably likely to breach, any territorial and other contractual restrictions applicable to Licensor or its Affiliates relating to the Shared Ownership Business (“ Territorial Restrictions ”) that are in effect on the date of submission of the New Project Application, or restrictions imposed by Applicable Law on Licensor and its Affiliates;

(iv) In the event Licensee proposes to delegate the authority to develop, market, sell and/or operate the proposed New Project to (A) a Permitted Affiliate which involves a co-investor with Licensee or (B) a third-party, and Licensor determines that such co-investor or third-party (I) is a Lodging Competitor of Licensor, (II) is known in the community as being of bad moral character, (III) has been convicted in any court of a felony or other criminal offense that resulted in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date by the CPI Index) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), (IV) is, or has an Affiliate that is, a Specially Designated National or Blocked Person, (V) with respect to co-investors or third parties that have a Controlling Interest in a Permitted Sublicensee, does not have, in Licensor’s judgment, the necessary business experience and know-how to operate the Project and meet the Brand Standards, or (VI) is otherwise deemed unsatisfactory to Licensor after a review conducted according to its then current procedures, including review of criteria and requirements regarding development and maintenance of the proposed New Project, credit, background investigations, operations ability and capacity, prior business dealings, market feasibility, guarantees and other factors concerning such individuals that Licensor deems relevant in its reasonable business judgment; provided, that such review and investigation is on the same basis in which Licensor reviews and investigates its proposed third party franchisees, licensee, owners, managers and other parties in connection with Licensor’s Lodging Business;

(v) Licensor determines that the proposed New Project is not adequately capitalized;

(vi) With respect to proposed New Projects which are located in, co-located in conjunction with, or are otherwise a part of a hotel property (each, a “ Mixed Use Project ”) that is not a Licensor Lodging Facility, Licensor determines that Licensee, its Permitted Affiliates or Permitted Sublicensees failed to, or the proposed New Project will fail to, comply with the provisions of Section 5.3 of this Agreement;

(vii) Licensor reasonably determines that any regulation compliance required of Licensor pursuant to Section 19.4 of this Agreement with respect to a proposed New Project is unduly burdensome or not commercially obtainable;

(viii) Licensor does not approve of the Sublicense Agreement, any Sublicense Documents, any Hyatt Technical Services Consulting Agreement, any Project Services Agreements or any Compliance Documents proposed to be entered into in connection with the proposed New Project pursuant to this Section 5.2; provided, however, unless changes are required to comply with Applicable Law, Licensor may not reject the proposed New Project on this basis if any agreement or document referred to above in this Section 5.2(b)(viii) is in the same form as attached hereto as an exhibit or otherwise previously approved by Licensor (or in a modified form, provided any such modifications are immaterial or non-substantive in nature);

(ix) The proposed New Project will have a substantial area dedicated to meeting and/or conference space, and more than two (2) food and beverage outlets, and will charge a fixed price for substantially all of the following: lodging, drinks (both alcoholic and non-alcoholic), food

(three meals: breakfast, lunch and dinner, or open bar), gratuities, non-motorized water sports and entertainment at such Project; or

(x) Licensor reasonably demonstrates that the proposed New Project violates in any material respect, or, when completed, would result in a violation in any material respect of, any other provision of this Agreement.

(c) (i) For a period of up to one hundred and twenty (120) days prior to submission of a New Project Application, Licensee shall have the right to seek prior written confirmation from Licensor on a confidential basis that any proposed New Project will not be rejected for the failure to satisfy the conditions described in clauses (ii) or (iii) of Section 5.2(b) above. Licensor shall review Licensee’s request for written confirmation and respond in writing to Licensee within thirty (30) days after Licensor’s receipt of such request. Any such solicitation of confirmation, which must be made by Licensee in good faith and solely with respect to any proposed New Project that Licensee has legitimate and documented interest in pursuing, by itself, will not trigger the obligation to pay the New Project Application Fee.

(ii) With respect to each proposed New Project that Licensee has legitimate and documented interest in pursuing, before and after the submission of a New Project Application, Licensor will discuss and reasonably cooperate with Licensee and its Affiliates in the formulation of its plans for such proposed New Project. Such discussions may include advising Licensee, including providing Licensee with Licensor’s preliminary reactions to whether the conditions described in clauses (i) through (x) are likely to be satisfied based solely on information and documentation provided by Licensee to Licensor regarding such proposed New Project. Notwithstanding the foregoing to the contrary, all discussions, reactions and advice given by Licensor pursuant to this Section 5.2(c)(ii) are non-binding, and the ultimate approval of all proposed New Projects shall be made by Licensor in accordance with Section 5.2(b) above.

(iii) Licensor shall not be obligated to take any specific action or incur any expense in providing the services described in Section 5.2(c)(ii) above; provided, however, in the event Licensor and Licensee mutually agree that Licensor should take any specific action or incur any expense prior to the payment of the New Project Application regarding whether the conditions described in Section 5.2(b) above may be cause for a rejection, then Licensee shall reimburse Licensor for any costs and expenses reasonably incurred by Licensor related thereto, including reasonable attorneys’ fees and costs, not to exceed the New Project Application Fee. Any reimbursement amounts paid by Licensee shall be credited to the New Project Application Fee paid in connection with such proposed New Project.

(iv) Licensor agrees to provide a written response to a New Project Application within forty-five (45) days after receipt. The written response shall either (i) approve the New Project Application, or (ii) reject the New Project Application and indicate therein whether the proposed project meets the requirements for such project to be developed as an Affiliated Unbranded Shared Ownership Project. If the New Project Application is rejected by Licensor, Licensor shall provide a detailed written explanation indicating the specific reasons why the New Project Application was rejected, including which of the conditions described in clauses (i) through (ix) above were not satisfied based on the information and documentation provided in the New Project Application. Licensee shall have a period of up to sixty (60) days (or longer, as reasonably required, based on the modification requested) after receipt of Licensor’s written response to the New Project Application to, at its option, modify the New Project Application in order to correct any noted deficiencies and provide additional information and documentation as part of its request for Licensor to reconsider the modified New Project Application. The parties may continue to exchange written materials

with respect to the proposed New Project until Licensor provides its final decision and its reasons for its final approval or rejection of the New Project Application, or Licensee withdraws its request for reconsideration for a rejected project.

(d) If any proposed New Project is rejected for the failure to satisfy any of the conditions described in Section 5.2(b) above, Licensee, at its option, is permitted to pursue the proposed New Project as one of the following:

(i) An Affiliated Unbranded Shared Ownership Project, provided that such Affiliated Unbranded Shared Ownership Project meets the following requirements:

(A) the Affiliated Unbranded Shared Ownership Project meets all other conditions for approval described in Section 5.2(b) above other than the conditions described in clauses (i), (ii) or (iii) of Section 5.2(b) above;

(B) the name of the Affiliated Unbranded Shared Ownership Project shall not include the “Hyatt” name; provided however, the tag lines of “a Hyatt Residence Club”, “a member of the Hyatt Residence Club”, “a Hyatt Residence Club Resort”, “a Hyatt Residence Club Project” and/or “a Hyatt Residence Club Property” (each, a “ Tag Line ”) may be included on all references, in a manner consistent with Hyatt’s endorsement branding protocols that are generally applied in Licensor’s Lodging Business; provided, further, Licensor shall retain the right to impose reasonable conditions (none of which may materially impair the overall ability to clearly associate, endorse or promote the Affiliated Unbranded Shared Ownership Project as part of the Licensed Club) regarding use of Licensed Hyatt Marks on signage and branding (I) for those projects rejected on account of Section 5.2(b)(iii), to comply with Territorial Restrictions and (II) for those projects rejected on account of Section 5.2(b)(ii), to address Licensor’s concerns with respect to the location of such project;

(D) the Affiliated Unbranded Shared Ownership Project must be included in a Licensed Club, either as a component site or as an affiliated site, to the extent then applicable; and

(E) Shared Ownership Units at Affiliated Unbranded Shared Ownership Projects shall not be included on the Hotel Reservation System for transient rental (unless otherwise agreed to under the Hotel Reservation System Services Agreement or otherwise approved by Licensor in writing) and access to the Brand Loyalty Program shall be limited as provided in the Gold Passport Participation Agreement; or

(ii) An Unaffiliated Unbranded Shared Ownership Project; provided that, during the Exclusivity Period, no such Unaffiliated Unbranded Shared Ownership Project may be branded with a brand of a Licensor SOI Branded Competitor or Lodging Competitor Brand and be operated in the Upper-Upscale Brand Segment or Luxury Brand Segment (other than in connection with a Multi-Tier Acquisition); and, provided further that, during the Term (A) unless Licensor otherwise agrees in writing in its sole discretion, Licensee’s engagement in the Shared Ownership Business at the Unaffiliated Unbranded Shared Ownership Project may not involve or utilize in any way the Licensor Intellectual Property, the Branded Elements or the System, and Licensee may not use, share or discuss Licensor Confidential Information with or for the benefit of Licensee’s business

related to the Unaffiliated Unbranded Shared Ownership Project, and (B) the Unaffiliated Unbranded Shared Ownership Project may not be included in any Licensed Club.

(e) Each New Project may operate only under the applicable Project name agreed to by Licensor and Licensee in accordance with (i) the naming protocol set forth in the Brand Standards and as agreed to by Licensor in writing, or (ii) in the case of a New Project that is an Affiliated Unbranded Shared Ownership Project, any naming protocol set forth in the Club Documents and as agreed to by Licensor in writing, provided such name does not include the “Hyatt” name (except for in the Tag Line(s) for such Affiliated Unbranded Shared Ownership Project in accordance with Section 5.2(d)(i)(B) above). Such New Project name may be changed only in accordance with the naming protocol set forth in the Brand Standards, or the Club Documents, as the case may be, and only with the prior written consent of Licensor.

(f) With respect to each New Project, including any Affiliated Unbranded Shared Ownership Project, it is contemplated that Licensee may delegate the authority to develop, renovate, expand, market, sell, manage and/or operate (including, without limitation, the authority to provide transient rental services, loan servicing services and financing services for) a New Project to (i) the Affiliates of Licensee listed on Schedule 5.2(f)(i) , all of which are hereby approved by Licensor as of the Effective Date for the services which shall be provided by each of them both prior to and subsequent to the Effective Date (but only to the extent such services are substantially similar to that provided by such Affiliate on or prior to the Effective Date), and such other Affiliates of Licensee agreed to by Licensor in connection with the approval of the New Project (each, only while, and to the extent, involved in a Project, a “ Permitted Affiliate ” and collectively, “ Permitted Affiliates ”) or (ii) the Persons listed on Schedule 5.2(f)(ii) , all of which are hereby approved by Licensor as of the Effective Date for the services which shall be provided by each of them both prior to and subsequent to the Effective Date (but only to the extent such services are substantially similar to that provided by such Person on or prior to the Effective Date), and such other unrelated third-parties approved by Licensor in connection with the approval of the New Project (each, only while, and to the extent, involved in a Project, a “ Permitted Sublicensee ” and collectively, “ Permitted Sublicensees ”). In each such case, Licensee shall sublicense to such Permitted Affiliate or Permitted Sublicensee such right with respect to such New Project under a sublicense agreement in form and substance reasonably approved by Licensor, under which such Permitted Affiliate or Permitted Sublicensee will be required to perform the delegated function(s) with respect to the New Project in accordance with the Sublicense Agreement and the terms and conditions of this Agreement, and such Permitted Affiliate or Permitted Sublicensee will agree to be jointly and severally bound by the same responsibilities, limitations, and duties of Licensee under this Agreement with respect to such New Project.

(g) With respect to (i) each New Project, including any Affiliated Unbranded Shared Ownership Project, (ii) any use or expansion of an Existing Project contemplated in Section 5.1(e) above, and (iii) any upgrade or renovation at a Project which involves an aggregate capital expenditure of $15,000,000 (as adjusted annually after the Effective Date by the CPI Index) or more pursuant to Section 7.2 of this Agreement, Licensee, each Permitted Affiliate and each Permitted Sublicensee shall enter into a Hyatt Technical Services Consulting Agreement with Licensor, the form of which is attached hereto as Exhibit E , pursuant to which the plans and specifications for such work, including site layout and outline specifications, shall be subject to Licensor’s review and, upon reasonable notice, inspection to ensure that they are in compliance with Brand Standards (subject to Project-specific variations to the Brand Standards that may be agreed to by the parties). In lieu of being reimbursed for all direct and indirect costs and expenses incurred in connection with providing the services set forth in the Hyatt Technical Services Consulting Agreement (including Travel Expenses of Licensor and its Affiliates), Licensee shall pay to Licensor a fixed charge (a “ TSA Consulting Charge ”) equal to $50,000 (as adjusted annually after the Effective Date by the CPI Index), which the parties acknowledge and agree is a reasonable estimate of such costs and expenses. The TSA Consulting Charge shall not be increased or decreased based on the actual costs and expenses incurred in connection with providing such review services.

(h) In the event Licensee delegates the authority to develop, renovate, expand, market, sell, manage and/or operate a New Project, including any Affiliated Unbranded Shared Ownership Project, to a Permitted Sublicensee, then Licensee or a Permitted Affiliate must (i) subject to Section 5.6 below, perform all sales and marketing activities at the New Project (including any Affiliated Unbranded Shared Ownership Project) pursuant to a sales and marketing services agreement in form and substance reasonably acceptable to Licensor, (ii) perform management services with respect to commercial operations and transient rentals of unsold Shared Ownership Product inventory at the New Project (including any Affiliated Unbranded Shared Ownership Project), pursuant to management agreements in form and substance reasonably acceptable to Licensor; and (iii) perform Owners’ Association management services for all Owners’ Associations associated with the New Project (including any Affiliated Unbranded Shared Ownership Project) until such time such Owners’ Associations become Non-Controlled Owners’ Associations (provided, that, Licensee uses commercially reasonable efforts to continue to provide such services to such Owners’ Associations thereafter). Licensee shall deliver or cause to be delivered to Licensor a copy of each such agreement proposed to be entered into hereunder (each, a “ Project Services Agreement ”). The Project Services Agreements shall be subject to the approval of Licensor prior to their execution; provided, however, unless changes are required to comply with Applicable Law, Licensor may not withhold its consent if any agreement or document referred to above in this Section 5.2(h) is in the same form as attached hereto as an exhibit or otherwise previously approved by Licensor (or in a modified form, provided any such modifications are immaterial or non-substantive in nature). It being understood and agreed, however, that Licensor will review the Project Services Agreements solely for its own purposes and not for the benefit of any other Person, and that any approval by Licensor will not be deemed an approval of the legal sufficiency or other effects or characteristics thereof, provided, however, that Licensor may withhold its approval if it notices any legal deficiency in the course of its review, which legal deficiency will be corrected by Licensee and such corrected document shall be resubmitted to Licensor for approval.

(i) Licensee shall provide Licensor with a fully-executed copy of each Hyatt Technical Services Consulting Agreement and each Project Services Agreement entered into under this Section 5.2 (collectively, the “ New Project Documents ”) promptly following its execution and will notify Licensor in writing upon the termination of any such New Project Document. Except to the extent required by Applicable Law, no New Project Documents shall be amended or otherwise modified in any material respect without Licensor’s prior written approval. All Project Services Agreements entered into subsequent to the Effective Date shall provide, among other things, that (x) Licensor is an intended third party beneficiary, (y) de-identification upon termination provisions similar to those set forth in Article 18 of this Agreement, and (z) such Sublicense Agreements and Sublicense Documents may not be transferred, assigned or assumed (whether voluntarily, as a result of foreclosure, or otherwise) without Licensor’s prior written consent. Licensee agrees to use its commercially reasonable efforts to obtain, or cause to be obtained, from any lender having a mortgage on a New Project (other than Affiliated Unbranded Shared Ownership Projects) developed by a Permitted Sublicensee, a subordination, non-disturbance and attornment agreement (in form and substance reasonably acceptable to Licensor) whereby such lender agrees to recognize the rights of such Permitted Sublicensee under such Project Service Agreement in the event of the exercise by such lender of its rights under the security documents.

Section 5.3 Mixed Use Projects — Proposed by Licensee.

(a) During the Term, Licensee, whether itself or through an Affiliate, will not develop any New Projects that are a part of a Mixed Use Project that is located in, co-located in conjunction with, or are otherwise a part of a co-located hotel property (the “ Co-Located Hotel ”) that is not a Licensor Lodging Facility without using commercially reasonable efforts to secure for Licensor a first right to negotiate with the owner of the Co-Located Hotel for (i) the management of the Co-Located Hotel by Licensor or its Affiliate (if Licensee or its Affiliate does not intend to manage the Co-Located Hotel) or (ii) the franchising of the Co-Located Hotel by Licensor or its Affiliate, whether Licensee or its Affiliate intends to manage the

Co-Located Hotel or not. Additionally, if Licensee or one of its Affiliates is developing, redeveloping or purchasing, or otherwise owns, the Co-Located Hotel or such owner, developer or purchaser is an Affiliate of Licensee, then the owner of the Co-Located Hotel, Licensee or its Affiliate will negotiate with Licensor in a commercially reasonable manner to enter into (i) a management agreement with Licensor or its Affiliate (if Licensee or its Affiliate does not intend to manage the Co-Located Hotel) or (ii) a franchise agreement with Licensor or its Affiliate, whether Licensee or its Affiliate intends to manage the Co-Located Hotel or not, on Licensor’s or its Affiliate’s then-current form of management agreement or franchise agreement, as applicable, in each case with such changes as Licensee and Licensor or its Affiliate and the owner of the Co-Located Hotel (if not a Permitted Affiliate of Licensee) mutually agree. Licensee shall provide Licensor with notice (the “ Licensor Negotiation Opportunity Notice ”) of any such proposed New Project and the opportunity for Licensor to negotiate for the franchise of the Co-Located Hotel. Licensee must provide the Licensor Negotiation Opportunity Notice to Licensor such that there will be sufficient time for Licensor and the owner of such proposed Co-Located Hotel to engage in meaningful and good faith negotiations.

(b) Notwithstanding the foregoing to the contrary, subject to Licensor’s approval of the New Project pursuant to Section 5.2 of this Agreement, Licensee or a Permitted Affiliate shall have the right to develop any New Project that is located in, co-located with, or is otherwise a part of (i) a Co-Located Hotel that is subject to a hotel management, franchise or other agreement which would preclude Licensor and its Affiliates from franchising such Co-Located Hotel; (ii) a Co-Located Hotel with respect to which Licensor does not wish to enter into a management agreement or franchise agreement; (iii) a Co-Located Hotel, the owner of which does not wish to brand the Co-Located Hotel with the brand of Licensor or a Lodging Competitor or any other internationally recognized brand, or (iv) a Co-Located Hotel with respect to which Licensor and the hotel owner cannot agree on the terms of a management agreement or franchise agreement, as the case may be, within sixty (60) days after the date on which Licensor receives the Licensor Negotiation Opportunity Notice.

(c) With respect to any New Project approved pursuant to Section 5.2 of this Agreement, Licensee and the owner of the Co-Located Hotel shall be required to establish reasonable restrictions on the sharing of entrances, signage, amenities, facilities and services to ensure a level of brand separation sufficient to avoid customer confusion as to the relationship between the Project and the Co-Located Hotel as reasonably determined by Licensor.

(d) The provisions of Sections 5.3(a), (b) and (c) above shall not apply to any Co-Located Hotel that is or has been Deflagged as a Licensor Lodging Facility. Upon the Deflagging as a Licensor Lodging Facility of a Co-Located Hotel, Licensor and Licensee will use good faith efforts to agree to reasonable parameters and take reasonable steps to provide for appropriate brand separation sufficient to avoid customer confusion.

(e) In the event any proposed New Project that is part of a Mixed-Use Project is rejected by Licensor, Licensee and its Permitted Affiliates shall have the right to develop, renovate, expand, sell, market, manage and/or operate such project as an Unaffiliated Unbranded Shared Ownership Project, subject to Section 5.2(d)(ii) of this Agreement.

Section 5.4 Mixed Use Projects — Proposed by Licensor .

(a) Subsequent to the Effective Date, if a third-party developer of a proposed Mixed Use Project which will include a Licensor Lodging Facility (a “ Co-Located Licensor Lodging Facility ”) intends to include a Shared Ownership Project as part of such proposed Mixed Use Project, then Licensor shall use commercially reasonable efforts to secure for Licensee or its Permitted Affiliate a first right to negotiate with such developer to provide sales, marketing, management and administrative services and/or licensing

for such developer’s Shared Ownership Project at the Mixed Use Project. Licensor shall provide Licensee with notice (the “ Licensee Negotiation Opportunity Notice ”) of any opportunity for Licensee to negotiate regarding Licensee’s involvement in such Shared Ownership Project. Licensor must provide the Licensee Negotiation Opportunity Notice to Licensee such that there will be sufficient time for Licensee and the owner of such proposed Shared Ownership Project to engage in meaningful and good faith negotiations. In addition, if Licensor or its Affiliate intends to develop a Mixed Use Project, then Licensor shall provide Licensee with notice of a first right to negotiate to provide sales, marketing, management, administrative services and/or licensing for the proposed Shared Ownership Project at such Mixed Use Project (the “ Licensee First Offer Notice ”). In reviewing the Licensee Negotiation Opportunity Notice or the Licensee First Offer Notice, Licensee shall take into account any regulatory obligations to include Shared Ownership Products as part of the subject Mixed Use Project.

(b) If Licensee declines to participate or cannot reach agreement with such developer and Licensor regarding Licensee’s involvement in such Shared Ownership Project within sixty (60) days after the date on which Licensee receives the Licensee Negotiation Opportunity Notice or the Licensee First Offer Notice, then Licensor will have the right to proceed with the subject Mixed Use Project (and, if applicable, permit such developer to proceed) with such Shared Ownership Project without Licensee’s involvement. Subject to Section 5.4(c) below, Licensor shall not use or permit the use of any of the Licensor Intellectual Property or Branded Elements in connection with such Shared Ownership Project; provided, however, that (x) the marketing, offering, and selling of units by developer or its Affiliate in any such Shared Ownership Project at the Co-Located Licensor Lodging Facility to any Person, including guests of the Co-Located Licensor Lodging Facility, whether or not such guest is a member of any Brand Loyalty Program, (y) the placing of overflow guests of the Co-Located Licensor Lodging Facility in such Shared Ownership Project on a transient basis, and (z) the offering of potential customers of such Shared Ownership Project stays at the Co-Located Licensor Lodging Facility in connection with the marketing and sale of the units of such adjacent Shared Ownership Project, shall not be deemed to be a violation hereof. In such an instance, Licensor and Licensee will agree to establish reasonable parameters and to take reasonable steps to provide for appropriate brand separation sufficient to avoid customer confusion.

(c) If Licensee declines to participate or cannot reach agreement with such developer and Licensor as described in Section 5.4(b) above, and Licensee had received a good faith offer from Licensor and/or the applicable developer on commercially reasonable terms for the provision by Licensee of sales, marketing, management, administrative services and/or licensing for the proposed Shared Ownership Project at such Mixed Use Project, then Licensor shall have the right, on terms no more favorable than those offered to Licensee, to (i) use or permit the use of any of the Licensor Intellectual Property or Branded Elements in connection with such Shared Ownership Project, and (ii) affiliate such Shared Ownership Project with any Licensed Club in the manner, subject to the conditions set forth in Section 8.7 of this Agreement. For the purpose of this Section 5.4(c), commercially reasonable terms shall mean terms that are no less favorable than terms which Licensee or its Permitted Affiliate have agreed to in similar transactions under similar circumstances.

Section 5.5 Limitations on Licensed Business; Compliance with Contractual Restrictions.

(a) Licensor has provided Licensee with all of the locations which are subject to Territorial Restrictions as of the Effective Date (such locations, together with any other locations disclosed to Licensee pursuant to Section 5.2 above or otherwise, the “ Disclosed Territorial Restrictions ”). Except as provided and specifically disclosed to Licensee as part of the Disclosed Territorial Restrictions, none of the Disclosed Territorial Restrictions will limit or restrict in any manner, Licensee’s, its Permitted Affiliates’ or a Permitted Sublicensee’s right to engage in the Licensed Business or transient rental activity at Existing Projects and Existing Residential Projects or any disclosed expansion of those Projects described in Section 5.1(e) and on Schedule 5.1(e) . Licensee, its Permitted Affiliates and Permitted Sublicensees shall abide by

all limitations and restrictions set forth in the Disclosed Territorial Restrictions. All Disclosed Territorial Restrictions shall be deemed to be Licensor Confidential Information.

(b) Licensor shall not enter into any contract or agreement that purports to limit or restrict Licensee’s, its Permitted Affiliates’ or Permitted Sublicensees’ right to engage in the Licensed Business at those Licensed Shared Ownership Projects or Affiliated Unbranded Shared Ownership Projects in existence or its development has been approved at the time of such contract or agreement. Provided that the Agreed Territorial Protections (defined below) contain an express carve-out for the Licensed Business at such Licensed Shared Ownership Projects and Affiliated Unbranded Shared Ownership Projects, nothing in this Section 5.5 will restrict or limit Licensor’s or its Affiliates’ ability to grant, after the Effective Date, territorial protections (“ Agreed Territorial Protections ”) solely with respect to hotels, resorts and other lodging facilities (other than Licensed Shared Ownership Projects and Affiliated Unbranded Shared Ownership Projects) to owners, developers, operators, lessees, licensees, or franchisees of any Licensor Lodging Facilities.

(c) Subsequent to the Effective Date, Licensor shall not agree to any Agreed Territorial Protections in any contract or agreement which do not expressly exclude Shared Ownership Products without Licensee’s prior written consent, which consent may be withheld or denied by Licensee only to the extent that the proposed territorial restriction or protection would materially and adversely affect (i) a Project, (ii) a contemplated new project for which Licensee is able to reasonably demonstrate to Licensor “its active pursuit” through a letter of intent or other evidence of active negotiations and its intent to submit to Licensor a New Project Application for approval (“ Proposed Active New Project ”), or (iii) a Key Shared Ownership Destination; provided, further, with respect to clauses (ii) and (iii) of this Section 5.5(c) only, Licensor may override such denied consent, and proceed with any contract or agreement which does not expressly exclude Shared Ownership Products without Licensee’s prior written consent one (1) time in any three (3) year period, for a maximum of three (3) times in any twenty (20) calendar year period during the Term. Notwithstanding the foregoing to the contrary, Licensor shall not have the right to override any denied consent of Licensee with respect to a proposed territorial restriction or protection that would prohibit Licensee or any of its Affiliates from operating any Licensed Shared Ownership Project or Affiliated Unbranded Shared Ownership Project in the Key Areas.

(d) Licensor will not be in breach of this Agreement as a result of the enforcement or the attempted enforcement of Agreed Territorial Protections granted in compliance with this Section 5.5 against Licensee, its Permitted Affiliates or Permitted Sublicensees by such owners, developers, operators, lessees, licensees, or franchisees.

(e) Licensee shall not enter into any contract or agreement that purports to limit or restrict Licensor’s or its Affiliates’ right to develop, operate, sell, market, license, or franchise Licensor Lodging Facilities, Shared Ownership Products (conducted solely in accordance with Section 2.6 or Section 5.4(c) of this Agreement) or Residential Units, except as otherwise provided hereunder, or any other activity or business of Licensor or its Affiliates, other than as set forth in any hotel management or franchise agreement that may be entered into between Licensee and Licensor, or their respective Affiliates.

(f) Licensee, whether itself or through an Affiliate, shall not enter into any contract or agreement that purports to limit or restrict Licensor’s or its Affiliates’ right to engage in the Shared Ownership Business using the Licensor Intellectual Property, the Branded Elements and the System after the termination or expiration of the Exclusivity Period, without the prior written consent of Licensor, which will not be unreasonably withheld.

Section 5.6 Delegation of Certain Functions.

(a) Licensee may delegate property-level, non-management functions of the Licensed Business, such as housekeeping, security, printing services and recreational activities, that do not involve the sales, marketing or rental of Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects (except pursuant to Section 5.6(c) below) to vendors without Licensor’s prior written consent, provided, that (i) the delegated or subcontracted functions are conducted in accordance with the Brand Standards and this Agreement; (ii) the delegated or subcontracted functions are covered by insurance policies that provide reasonable coverage based on the services provided; and (iii) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement. Licensor (through one or more of the Acquired Companies) has granted Licenses Out (as defined in the Equity Interest Purchase Agreement) and the agreements by which each such Licenses Out is granted (the “ License Out Agreements ”). Licensor hereby approves of each of the Licenses Out and the License Out Agreements and each License Out Agreement is deemed to be in compliance with the terms and conditions of this Agreement. Additionally, Licensee shall be permitted to license the Licensor Intellectual Property in connection with the Licensed Business pursuant to one or more license agreements, in form and substance similar to the License Out Agreements in effect as of the Effective Date, subject to Section 19.4 of this Agreement.

(b) Notwithstanding Section 5.6(a) of this Agreement and subject to Section 7.3(a) of this Agreement, Licensee may not delegate to any Person that is not a Permitted Affiliate or wholly-owned subsidiary of Parent any of the key functions of the Licensed Business, including Member services, senior management of any Project, brand-level marketing, and substantially all of the consumer financing servicing function without Licensor’s prior written consent, which shall not be unreasonably withheld, conditioned, delayed or denied. Notwithstanding the foregoing to the contrary, the entities providing services as of the Effective Date that are referenced in Schedule 5.6(b) are approved by Licensor.

(c) Licensee may delegate certain non-management functions of the Licensed Business involving sales and marketing of Licensed Shared Ownership Products, Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, and Licensed Residential Units for Licensed Residential Projects to any Affiliate or an unrelated third party, provided, that (A) Licensee must ensure such functions are conducted in accordance with the Brand Standards, this Agreement and, where applicable, the Existing Project Agreements or the Existing Residential Project Agreements, with such Affiliate or third party, as applicable; (B) such functions are covered by insurance policies that provide reasonable coverage based on the services provided; (C) any party to which such function has been delegated or subcontracted and that will have access to any Licensor Confidential Information agrees to keep such Licensor Confidential Information confidential in accordance with this Agreement or, where applicable, the Existing Project Agreements or the Existing Residential Project Agreements; and (D) any Affiliate to which such function has been delegated or subcontracted will agree to be bound by the same responsibilities, limitations, and duties of Licensee hereunder that have been delegated to such party, and any third party to which such function has been delegated or subcontracted will agree to be bound by the terms and conditions set forth in the applicable Sublicense Agreement. The following third parties are approved by Licensor as of the Effective Date: (i) existing brokers of record for such Projects, (ii) existing authorized re-sellers engaged prior to the Effective Date by the Acquired Companies, (iii) the current developers of The Residences at Park Hyatt Beaver Creek in Avon, Colorado, Main Street Station Vacation Club in Breckenridge, Colorado and Hyatt Mountain Lodge in Avon, Colorado which as of Effective Date are marketing and selling Shared Ownership Products for such Existing Projects, and (iv) those parties listed on Schedule 5.6(c) .

(d) Licensee shall not, without Licensor’s prior written consent, which may be withheld, conditioned, delayed or denied in Licensor’s sole discretion, delegate such functions to (x) a Permitted

Affiliate which involves a co-investor with Licensee or (y) a third-party, and Licensor determines that such co-investor or third-party (I) is a Lodging Competitor of Licensor, (II) is known in the community as being of bad moral character, (III) has been convicted in any court of a felony or other criminal offense that resulted in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date by the CPI Index) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), (IV) is, or has an Affiliate that is, a Specially Designated National or Blocked Person, (V) with respect to a co-investor or third party that has a Controlling Interest in such Permitted Affiliate or a third party that is Controlled by a Person who, does not have, in Licensor’s judgment, the necessary business experience and know-how to perform the relevant functions and meet the Brand Standards (in the case of a Licensed Project), or (VI) is otherwise deemed unsatisfactory to Licensor after a review conducted according to its then current procedures, including review of criteria and requirements regarding credit, background investigations, operations ability and capacity, prior business dealings, guarantees and other factors concerning such individuals that Licensor deems relevant; provided, that such review and investigation is on the same basis in which Licensor reviews and investigates its proposed third parties in connection with Licensor’s Lodging Business.

ARTICLE 6

BRAND STANDARDS

Section 6.1 Brand Standards Generally.

(a) Subject to Sections 6.2(a) and 6.2(b)(ii) below, Licensee shall comply with the applicable Brand Standards in all matters with respect to the operation by Licensee, the Permitted Affiliates and Permitted Sublicensees of the Licensed Business, including, without limitation, the following to the extent each relates to the Licensed Business: (i) the use of the Licensed Hyatt Marks; (ii) the provision of Member services, including adherence to the Quality Assurance Program; (iii) employee and management training; (iv) the design, development, construction, equipping, maintaining, and operating of all Licensed Shared Ownership Projects, Licensed Residential Projects and Affiliated Unbranded Shared Ownership Projects, including food and beverage operations and spa services; (v) the development, maintaining, and operating any Licensed Club; and (vi) all sales and marketing activities. Licensee shall be responsible for all costs and expenses necessary to comply with the Brand Standards. The Brand Standards as of the Effective Date have been provided by Licensor to Licensee.

(b) Without limiting the foregoing, all usage of the Licensed Hyatt Marks shall be subject to the prior written consent of Licensor and must be in strict accordance with the Brand Standards and the terms of this Agreement related to the Licensed Hyatt Marks, which shall be subject to modification as set forth in Section 6.2 below. Licensor hereby provides its written consent to the use of the Licensed Hyatt Marks as licensed to and used by the Acquired Companies as of the Effective Date; provided, Licensor reserves the right to revoke any approval in the manner described in Section 8.5(a) of this Agreement. Licensor shall make available to Licensee throughout the Term, the Brand Standards related to the Licensed Hyatt Marks as well as any modifications thereto.

Section 6.2 Modification of Brand Standards.

(a) Each Existing Project and Existing Residential Project is in compliance with the Brand Standards as of the Effective Date and as such Brand Standards are reasonably expected to be modified by Licensor or its Affiliates during the one (1) year period following the Effective Date of this Agreement.

(b) (i) Subject to Section 6.2(a) above, Licensor expressly reserves the right to modify the Brand Standards to make appropriate changes consistent with changes to Licensor’s brand standards for the Upper-Upscale Brand Segment and Luxury Brand Segment of Licensor Lodging Facilities, but only to the extent applicable to the Licensed Business and with such modifications as are necessary to reflect appropriate differences between service levels, physical characteristics or operational standards generally applicable to Licensor’s Lodging Business and service levels, physical characteristics or operational standards generally applicable to the Licensed Shared Ownership Business. Licensor shall provide Licensee with reasonable advance notice of proposed modifications to the Licensed Hyatt Marks and the Brand Standards, which notice shall include annual updates of proposed or pending modifications to Licensed Hyatt Marks and the Brand Standards at the Annual Marketing Support Meeting and interim updates at any Follow-up Meetings (if there are new developments), which updates shall include (x) detailed explanations of such modifications and (y) opportunities for Licensee to provide consultation with respect to modifications that relate to or affect the Licensed Shared Ownership Business, with due consideration given to the distinctions between the Licensed Shared Ownership Business and Licensor’s Lodging Business.

(ii) Notwithstanding anything in this Agreement to the contrary, implementation of modifications to the Brand Standards that involve a Significant Capital Expenditure shall be subject to Licensee’s prior written consent, which shall not be unreasonably withheld or delayed, and shall consider the then current competitive landscape existing in the Shared Ownership Business; provided, however, that Licensee shall have no right to consent to modifications: (A) that are directly related to fire, life safety, food safety, global health or security components of the Brand Standards, (B) that are required by Applicable Law, or (C) that require the installation of new brand identity signage related to any modification of the Licensed Hyatt Marks described in subsection (iii) of the definition of Licensed Hyatt Marks and/or the appearance, including the color, font, stylization, script, or format, of the word “Hyatt” used as part of the Licensed Hyatt Marks, subject in each case to the requirements of Section 12.2(b)(i) of this Agreement. If implementation of a modification to the Brand Standards that involves a Significant Capital Expenditure is not approved by Licensee for a Project, the modifications shall be implemented upon the occurrence of the next substantial renovation at the applicable Project, taking into account each of the following factors and circumstances to the extent applicable: (1) the importance of such modifications to safety or security, (2) whether or not such modifications are required or restricted by Applicable Law (in which case such modification shall be inapplicable to the extent restricted by Applicable Law), (3) the need to obtain board or Members’ approval and/or necessary funding from the applicable Owners’ Associations, which are bound by budgets that may not contemplate such changes, and (4) the time required to implement such changes may be affected by the applicable Owners Association’s ability to increase its budget or pass a special assessment and the sequencing of such modifications into the renovation and refurbishment schedules based on budgets for the applicable Projects. All New Projects approved by Licensor after a modification to the Brand Standards must conform to the Brand Standards, as so modified.

(iii) With respect to modifications of the Brand Standards for which Licensee’s prior written consent is not required pursuant to Section 6.2(b)(ii) of this Agreement, such modifications shall take effect within a reasonable period of time after Licensee’s receipt of Licensor’s notice pursuant to Section 6.2(b)(i) of this Agreement, taking into account each of the applicable factors and circumstances which are referred to in Section 6.2(b)(ii) above.

(iv) With respect to modifications of the Brand Standards that are subject to Licensee’s prior written consent pursuant to Section 6.2(b)(ii) of this Agreement, Licensee shall notify Licensor in writing within forty-five (45) days of receipt of Licensor’s written notice pursuant to

Section 6.2(b)(i) of this Agreement of Licensee’s written consent or its objection to any such modifications. With respect to modifications for which Licensee has provided its written consent, such modifications shall take effect within a reasonable period of time agreed to by the parties after Licensee has provided its written consent, taking into account each of the applicable factors and circumstances which are referred to in Section 6.2(b)(ii) above. If the parties cannot agree to a timeline for implementation of the modification within forty-five (45) days following receipt of Licensor’s written notice pursuant to Section 6.2(b)(i) of this Agreement, then Licensee may object to the proposed modification on that basis. If Licensee does not consent or object to such proposed modifications to the Brand Standards within forty-five (45) days following receipt of Licensor’s written notice pursuant to Section 6.2(b)(i) of this Agreement, such proposed modifications shall be deemed consented to by Licensee and will take effect within a reasonable amount of time, taking into account each of the applicable factors and circumstances which are referred to in Section 6.2(b)(ii) above.

(c) Licensee may from time to time propose modifications to the Brand Standards with respect to any aspect of the Licensed Business, which Licensor, in good faith, shall consider and, after consultation with Licensee regarding such proposals, shall determine whether or not to adopt.

(d) For the avoidance of doubt, nothing herein shall limit in any manner Licensor’s or its Affiliates’ ability to modify or change, without notice to, consultation with or approval of Licensee, any standards applicable to Licensor’s Lodging Business or Whole Ownership Residential Business, or any other business or activity, except the Licensed Business, in which Licensor or its Affiliates may engage from time to time.

ARTICLE 7

RENOVATIONS AND OPERATIONS OF PROJECTS

Section 7.1 Operating the Projects and the Licensed Business. Licensee will operate the Projects and the Licensed Shared Ownership Business in compliance with this Agreement, the System, the applicable Brand Standards, or, where applicable, the Existing Project Agreements, and will operate the Existing Residential Projects in compliance with the applicable provisions of this Agreement, the System, the applicable Brand Standards and, where applicable, the Existing Residential Project Agreements, in all cases subject to Applicable Law and the rights and duties of the applicable Owners’ Associations, and Licensee will:

(a) permit, upon reasonable notice to Licensee (provided that, no notice shall be required for “mystery shopper”-type activities), the duly authorized representatives of Licensor to: (i) enter facilities utilized by Licensee in the Licensed Business (including the Projects and Sales Facilities) and inspect such facilities at all reasonable times and without undue interference to confirm that Licensee is complying with the terms of this Agreement, the System, the applicable Brand Standards and, where applicable, the Existing Project Agreements or Existing Residential Project Agreements; and (ii) test any and all equipment, products, and supplies located at the Projects. Licensor has no duty or obligation to conduct ongoing inspections of the Projects or other facilities utilized by Licensee in the Licensed Business;

(b) not knowingly permit gambling to take place at any Project (except for a limited number of reputable charitable events permitted by Applicable Law) or use any Project for any casino, lottery, or other type of gaming activities, or otherwise directly or indirectly associate with any gaming activity without Licensor’s prior written consent, which may be withheld, conditioned, delayed or denied in its sole discretion;

(c) operate, or cause to be operated, all food and beverage operations and spa operations in the Projects in conformity with the applicable Brand Standards and Applicable Law;

(d) with respect to transient rentals for overnight accommodation at Licensed Projects offered or made through the Hotel Reservation System, participate in travel agent programs in accordance with the terms of the Hotel Reservation System Services Agreement, Brand Loyalty Programs, and any complaint resolution programs as Licensor may establish in its reasonable discretion, all to the extent applicable to the Licensed Business; and

(e) with respect to Licensed Projects and Affiliated Unbranded Shared Ownership Projects which have a substantial area dedicated to meeting and/or conference space and more than two (2) food and beverage outlets, not modify its operations such that the Project offers or charges a fixed price for substantially all of the following: lodging, drinks (both alcoholic and non-alcoholic), food (three meals: breakfast, lunch and dinner, or open bar), gratuities, non-motorized water sports and entertainment at such Project, unless such charge was approved for such Project as part of the approval process set forth in Section 5.2 of this Agreement.

Section 7.2 Significant Capital Expenditures at Projects.

(a) Any Significant Capital Expenditures for work at any Project, including those that affect the design, character, appearance or fire and life safety elements of any Project, shall require the prior written consent of Licensor, which consent shall not be unreasonably withheld, delayed, conditioned or denied as long as the plans and specifications for such work, including site layout and outline specifications are in compliance with the applicable Brand Standards (subject to Project-specific variations to the Brand Standards that may be agreed to by the parties). With respect to any such work which is reasonably likely to involve an aggregate capital expenditure of $15,000,000 (as adjusted annually after the Effective Date by the CPI Index) or more, Licensee and the Project owner shall enter into a Hyatt Technical Services Consulting Agreement with Licensor, the form of which is attached hereto as Exhibit E , pursuant to which the plans and specifications for such work, including site layout and outline specifications, shall be subject to Licensor’s review and, upon reasonable notice, inspection to ensure that they are in compliance with the applicable Brand Standards (subject to Project-specific variations to the Brand Standards that may be agreed to by the parties). Licensee shall pay (or cause to be paid) to Licensor or its Affiliate the TSA Consulting Charge upon execution of the Hyatt Technical Services Consulting Agreement. Significant Capital Expenditures approved by any applicable Owners Association’s prior to the Effective Date as set forth on Schedule 7.2(a) are hereby consented to by Licensor.

(b) Any work described in Section 7.2(a) above (other than as set forth on Schedule 7.2(a) ) may not begin until Licensor has approved the plans and specifications in writing pursuant to the Hyatt Technical Services Consulting Agreement. Licensee shall perform (or cause to be performed), as the case may be, the work related to any Significant Capital Expenditure in accordance with the Hyatt Technical Services Consulting Agreement, the applicable Brand Standards, and this Agreement, and such work shall not be at Licensor’s or its Affiliates’ cost or expense.

Section 7.3 Management and Operation of the Projects.

(a) Except as provided in Section 7.3(b) below or in Schedule 7.3(a) , all Projects must be operated by Licensee or one of its Permitted Affiliates unless Licensor has consented in writing to (x) a third-party management company that is not a Permitted Affiliate of Licensee (“ Management Company ”) to operate a particular Project, and (y) the terms and conditions of the applicable Project management agreement, sub-management agreement or the applicable Hyatt Residence Club Resort Agreement with such Management Company. Any material amendment, any extension, any renewal (other than an

automatic renewal or extension) or any other material modification of any such agreement shall also require the prior written consent of Licensor. Any Management Company approved by Licensor after the Effective Date must execute and deliver to Licensor a Management Company Acknowledgment in the form required by Licensor, the current form of which is attached hereto as Exhibit F . Upon a breach by a Management Company of any such applicable Project management agreement, sub-management agreement, the applicable Hyatt Residence Club Resort Agreement or the Management Company Acknowledgment then in effect, Licensor may (i) direct Licensee or its Permitted Affiliate to enforce any or all of the remedies available to Licensee or its Permitted Affiliate thereunder, including termination of such agreement, and/or (ii) enforce its rights and remedies pursuant to the applicable Management Company Acknowledgement.

(b) Notwithstanding Section 7.3(a) above to the contrary, Licensor acknowledges that (i) certain non-managerial functions of Projects may be delegated or subcontracted to third-parties in accordance with Section 5.6 of this Agreement; (ii) certain aspects of certain Projects may be subject to shared service and integrated facility arrangements with co-located lodging properties and other facilities; and (iii) Licensee may delegate to Licensee’s Permitted Affiliates and Permitted Sublicensees the authority to operate certain Projects in accordance with Sections 5.1(b) and 5.2 of this Agreement.

(c) Licensee may not subcontract the management of any food and beverage operations to any Person that is not an Affiliate of Licensee. However, Licensee may lease space at any Project to one or more restaurant operators, and may subcontract the management of the spa operations (if the Project has spa operations), provided that (a) Licensor approves of the operator, the restaurant or spa concept and the terms of the lease or other arrangement between Licensee and the operator which approval shall not be unreasonably withheld, delayed, conditioned or denied as long as the restaurant or spa operator has sufficient experience operating restaurants or spas in the Upper-Upscale Brand Segment or Luxury Brand Segment; (b) the operator complies with all applicable Brand Standards; and (c) the restaurant or spa does not use the Proprietary Marks in any manner (unless Licensor authorizes such use in writing). Licensee shall provide Licensor with a fully-executed copy of each lease or other arrangement entered into hereunder promptly following its execution and will notify Licensor in writing upon the termination or expiration of any such lease or other arrangement. Except to the extent required by Applicable Law, Licensee shall not amend or otherwise modify in any material respect any such lease or other arrangement without Licensor’s prior written approval. Notwithstanding the foregoing to the contrary, all spa, food and beverage and restaurant operations and leases listed on Schedule 7.3(c) in connection with Existing Projects and the Existing Residential Projects are hereby approved as of the Effective Date.

Section 7.4 Quality Assurance Program.

(a) Licensee shall inspect each Project at least once per calendar year to determine whether the Permitted Sublicensee, any Management Company and the Project are complying with the System and the Brand Standards and other terms and conditions of this Agreement, any applicable Existing Project Agreements or Existing Residential Project Agreements, the Sublicense Agreement, any Sublicense Documents, any Project Services Agreements or any Compliance Documents (the “ Quality Assurance Inspections ”). In connection with each Quality Assurance Inspection, Licensee shall evaluate whether the Project is complying with the System and the applicable Brand Standards. If Licensee determines that the Project is not complying with the System, the Brand Standards or any other terms and conditions of this Agreement, any applicable Existing Project Agreements or Existing Residential Project Agreements, the Sublicense Agreement, any Sublicense Documents, any Project Services Agreements or any Compliance Documents, then Licensee shall instruct and direct the applicable Permitted Sublicensee and/or any Management Company in writing to, and shall use commercially reasonable efforts to cause the applicable Owners’ Association to, correct such deficiencies. Licensee shall timely provide Licensor with copies of all correction instructions and directives to the applicable Permitted Sublicensee, Management Company or Owners’ Association.

(b) Licensor has provided to Licensee, and Licensee has reviewed and consented to, the form of Customer Satisfaction System, as of the Effective Date, with which Licensee, its Permitted Affiliates and Permitted Sublicensees shall comply, as it may be subsequently modified with the prior written consent of Licensor. Licensee shall administer, or engage a third party vendor pursuant to Section 7.4(c) below to administer, the Customer Satisfaction System using the existing Customer Satisfaction System, as it may be subsequently modified with the prior written consent of Licensor. The results of the Customer Satisfaction System surveys shall be provided to Licensor on a periodic basis, but no less frequently than once per month, unless Licensor consents, in its sole discretion, to a longer period in writing. Except as specifically set forth in Section 7.4(d) below, Licensee shall pay all costs for such Customer Satisfaction System.

(c) Licensee will continue the engagement of the existing third party vendor, which is a nationally recognized firm in the industry, to administer the Customer Satisfaction System in accordance with the vendor agreement in place as of the Effective Date. Licensor hereby approves such existing third party vendor and such existing vendor agreement. In the event Licensee reasonably determines that the then current third party vendor should be replaced, Licensee shall consult with Licensor regarding the reason why such vendor should be replaced and the identity of a possible replacement third party vendor. If the parties mutually agree on a replacement third party vendor, the existing vendor’s agreement will be terminated in accordance with its terms and a new agreement will be executed with the replacement third party vendor. Licensor acknowledges that the form and nature of the Customer Satisfaction System and the performance of services by the existing third party vendor are acceptable to Licensor and in compliance with Licensor’s requirements as of the Effective Date, and that the process and results and accuracy of measuring customer satisfaction and compliance with Brand Standards at the Existing Projects and Existing Residential Projects satisfies Licensor’s current requirements, and as of the Effective Date there is no Deficiency, as such term is defined in Section 7.4(d) below. Licensee shall provide Licensor with a fully-executed copy of each arrangement entered into hereunder promptly following its execution and will notify Licensor in writing upon the termination or expiration of any such arrangement. Except to the extent required by Applicable Law, Licensee shall not amend or otherwise modify in any material respect any such arrangement without Licensor’s prior written approval.

(d) Licensor has the right to periodically audit (no more frequently than one (1) time per calendar year (not including “mystery shopper” audits) unless there is a Deficiency), without undue interference with business operations, Licensee’s Customer Satisfaction System and the Quality Assurance Inspection process and results in order to confirm the reliability of the process and results, that Licensee’s Customer Satisfaction System is sufficient to accurately measure customer satisfaction, and that Licensee’s Quality Assurance Inspections are sufficient to accurately measure compliance with the applicable Brand Standards at the Projects and the other terms and conditions of this Agreement, any applicable Existing Project Agreements or Existing Residential Project Agreements, the Sublicense Agreement, any Sublicense Documents, any Project Services Agreements or any Compliance Documents. Such audits include entitling Licensor to the right (but not the obligation) to conduct periodic “mystery shopper” audits of all aspects of the customer experience at the Projects, including, without limitation, the sales and marketing activities conducted at the Projects, to confirm their compliance with the applicable Brand Standards at the Projects and the other terms and conditions of this Agreement, any applicable Existing Project Agreements or Existing Residential Project Agreements, the Sublicense Agreement, any Sublicense Documents, any Project Services Agreements or any Compliance Documents. Audits of the Customer Satisfaction System or the Quality Assurance Inspection process shall be at Licensor’s expense, unless such audit reveals (i) a deficiency in the Customer Satisfaction System or the Quality Assurance Inspection process that materially and adversely affects the reliability of the process or results or the accuracy of measuring customer satisfaction or compliance with the applicable Brand Standards at the Projects and the other terms and conditions of this Agreement, any applicable Existing Project Agreements or Existing Residential Project Agreements, the Sublicense Agreement, any Sublicense Documents, any Project Services Agreements or any Compliance Documents, as applicable, or (ii) unacceptable performance by any third party vendor of

its services in connection with the Customer Satisfaction System (in either case, a “ Deficiency ”), in which case the audit expense shall be borne by Licensee (including any Travel Expenses associated with such audit).

(e) If Licensor determines that there is a Deficiency in the Customer Satisfaction System or the Quality Assurance Inspection process, Licensor will provide written notice to Licensee of the Deficiency and provide Licensee with a reasonably detailed explanation of the nature of the Deficiency. Once Licensee is notified of the existence and nature of the specified Deficiency, representatives of Licensor and Licensee and any third party vendors, if necessary, shall work together for a period of up to sixty (60) days following such notice to identify modifications to existing customer/guest satisfaction programs or quality assurance systems that Licensor deems reasonably necessary to improve the reporting and the services rendered and resolve the specified Deficiency. If the specified Deficiency is not fully corrected by Licensee within one hundred eighty (180) days following such notice, Licensor may grant Licensee an additional sixty (60) days if Licensee has diligently pursued corrective measures and requires additional time to completely resolve the specified Deficiency. If the specified Deficiency is not resolved within one hundred eighty (180) days following such notice or at the expiration of any additional period of time granted by Licensor, Licensor has the right to do any of the following: (i) require that Licensee implement a customer/guest satisfaction program or quality assurance system designed or approved by Licensor, in which event, Licensee will (x) provide Licensor with all Customer Satisfaction System or the Quality Assurance Inspection process material that is not included in the documentation to which Licensor has been provided access, and (y) be required to pay the fees and charges applicable to such program, and/or (ii) require that Licensee terminate its arrangement with any vendor engaged pursuant to Section 7.4(c) above in accordance with the terms of the vendor agreement then in place with such vendor, and replace such vendor with another third party vendor mutually acceptable to Licensor and Licensee which is a nationally recognized firm in the industry. If Licensee fails to implement such customer/guest satisfaction program or quality assurance system designed or approved by Licensor, or terminate and replace such third party vendor with another vendor mutually acceptable to Licensor and Licensee, such failure shall be deemed a default and Licensor may issue a notice of breach in accordance with the provisions of Section 17.2(a)(v) of this Agreement, as applicable, and exercise all remedies thereunder.

(f) The parties will discuss changes that Licensor has made to the customer/guest satisfaction program or quality assurance systems that Licensor uses for Licensor Lodging Facilities no less often than annually at the Annual Marketing Support Meeting contemplated in Section 10.1 of this Agreement.

(g) Licensee shall provide Licensor with all annual reports (except for any data collected in response to Licensee’s questions described in Section 7.4(h) below) prepared by or for the benefit of Licensee, its Permitted Affiliates or Permitted Sublicensees with respect to the Customer Satisfaction System or the Quality Assurance Inspections, and, upon Licensor’s request, other interim reports and all raw data related thereto (except for any data collected in response to Licensee’s questions described in Section 7.4(h) below) and the Projects’ results related thereto, promptly upon their completion or Licensee’s receipt, as applicable.

(h) Licensor acknowledges that (i) Licensee may include questions as part of the Customer Satisfaction System survey process that are not intended to measure customer satisfaction but instead intended to capture customer preference, gauge customer interest, and other market research functions and that such questions shall not be considered for purposes of measuring customer satisfaction hereunder, and (ii) Licensee shall have no obligation to include as part of any report or data required to be provided to Licensor any responses, results, data or reports collected or generated, as applicable, in connection with questions posed by Licensee in accordance with subsection (i) above.

Section 7.5 Projects Controlled by a Non-Controlled Owners’ Association.

(a) If any Project that is controlled by a Non-Controlled Owners’ Association fails to develop, operate, maintain, or renovate the Project in compliance with this Agreement, the System, the Brand Standards or, where applicable, the Existing Project Agreements or Existing Residential Project Agreements (whether by failure to provide adequate funds to comply therewith or otherwise), Licensee shall promptly request that the Non-Controlled Owners’ Association cure the failure (i) for Existing Projects, within the applicable cure periods set forth in the agreements governing such Existing Project (or any longer period required by Applicable Law) or (ii) for New Projects, within the shorter of (x) the applicable cure periods set forth in Article 17 of this Agreement, or (y) the applicable cure periods set forth in the agreements governing such New Project (or any longer period required by Applicable Law), after notice of the failure, provided, that if the failure is not susceptible of being cured within the applicable period, Licensee shall have the right to extend such period for such additional period as is reasonable under the circumstances if the cure is being diligently pursued, and, in no event, will such additional period be more than eighteen (18) months. If the Non-Controlled Owners’ Association does not cure such failure within the applicable cure period, then Licensee, upon the written request of Licensor, shall promptly issue default notices to the applicable Non-Controlled Owners’ Association and promptly take such actions as are required to Deflag the Project in accordance with the agreements governing such Project or as otherwise required by Applicable Law or this Agreement. If the applicable Non-Controlled Owners’ Association cures such failure prior to Deflagging in accordance with any cure rights provided in the agreements governing such Project, this Agreement or Applicable Law, then Licensee will have the right to cease Deflagging the Project and maintain the Project as part of the Licensed Business. Projects Deflagged in accordance with this Section 7.5(a), including those Projects Deflagged after the Non-Controlled Owners’ Association’s failure to enter into a Non-Renewal Agreement, may become Unaffiliated Unbranded Shared Ownership Projects, at the option of Licensee.

(b) If any Project that is controlled by a Non-Controlled Owners’ Association is not managed at any time during the Term by Licensee, its Permitted Affiliate or Permitted Sublicensee or a Management Company approved by Licensor, then, at Licensor’s election in its sole discretion, Licensee shall (i) promptly take such actions as are required to Deflag the Project in accordance with the agreements governing such Project or as otherwise required by Applicable Law or this Agreement, or (ii) use commercially reasonable efforts to enter into a sublicense agreement, in form and substance reasonably acceptable to Licensor, with such Non-Controlled Owners’ Association or Management Company, for the use of the Licensor Intellectual Property, Branded Elements and/or the System in connection with the management of the Project within sixty (60) days of written notice being delivered to Licensee by Licensor. If the Non-Controlled Owners’ Association and Licensee do not enter into such a sublicense agreement within sixty (60) days of written notice being delivered to Licensee by Licensor, Licensee, upon the written request of Licensor, shall promptly take such actions as are required to Deflag the Project in accordance with the agreements governing such Project or as otherwise required by Applicable Law or this Agreement.

(c) The parties acknowledge and agree that notwithstanding any contrary provision of this Agreement, neither this Section 7.5 nor any other Section relating to failure of a Project to comply with applicable Brand Standards or actions to be taken with respect to a Project following a failure of a Project to comply with applicable Brand Standards, shall apply with respect to the Northstar Licensed Residential Project if (i) such failure, actions or inability to cure was due to occurrences in common areas, facilities, amenities or units managed, controlled or operated by a third party that is not an Affiliate of Licensee and (ii) Licensee, its Permitted Affiliates and Permitted Sublicensees have used their commercially reasonable efforts to exercise their rights against the applicable Management Company under the then -effective club affiliation agreement for the Northstar Licensed Residential Project.

Section 7.6 Customer Complaints.

(a) If customers of the Licensed Business (i.e., Members, their guests, and transient rental guests at the Projects) call Licensor or its Affiliates to complain, raise concerns or discuss issues in any negative way regarding their experience with the Licensed Business, any Project or Licensed Club, Sales Facility or Marketing Facility (a “ Complaint Call ”), then Licensor or such Affiliate shall refer such customer to Licensee by (i) transferring such customer’s call to the telephone number designated by Licensee in a writing delivered to Licensor, (ii) giving such customer such designated telephone number, or (iii) listening to the Complaint Call, notifying Licensee of the content of the call and advising the complaining customer that Licensee will endeavor to contact him or her.

(b) With respect to Complaint Calls involving a member of a Brand Loyalty Program other than a Member, Licensor may address the complaint itself in accordance with established procedures of the Brand Loyalty Program for resolving complaint calls and consistent with the treatment of complaint calls relating to Licensor’s Lodging Business. Licensee shall reimburse Licensor or any of its Affiliates for the value of any points awarded to such complaining member or other costs reasonably incurred by Licensor or its Affiliates to resolve the Complaint Call, provided such resolution is consistent with the established procedures described above. For the avoidance of doubt, nothing contained in this Section 7.6 shall obligate Licensor to incur any costs or expenses or grant or award any rights, points or privileges to any member on account of a Complaint Call.

ARTICLE 8

RESTRICTIONS AND LIMITATIONS ON CONDUCT OF LICENSED BUSINESS

Section 8.1 Offers and Sales of Shared Ownership Products.

(a) Licensee must comply with the terms of this Agreement, the System, applicable Brand Standards, and Applicable Law in connection with the offer and sale of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects. Without limiting the foregoing, Licensee shall be required in connection with the offer and sale of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects to (i) comply with appropriate and commercially reasonable procedures and processes established by Licensor (and communicated to Licensee), or acceptable to Licensor, to prevent Licensee from doing business with prospective customers, Members, purchasers or other persons in contravention of Applicable Law; (ii) comply in all material respects with applicable existing and future condominium declarations, Owners’ Association documents and trust agreements, CC&Rs, zoning and land use restrictions, and property management agreements; (iii) use commercially reasonable efforts to ensure that all brokers, salespersons, marketers and solicitors (A) conduct themselves in a professional manner at all times, (B) conform to and abide by all Applicable Law, (C) maintain such licenses as may be required by Applicable Law, and (D) comply with the applicable Brand Standards; (iv) comply with Disclosed Territorial Restrictions that are in place as of the Effective Date in accordance with Section 5.5(a) of this Agreement; (v) comply in all respects with Licensor’s Privacy Policy; and (vi) not knowingly engage in any act or omission which is reasonably likely to diminish, impair or damage in any material respect the goodwill, name or reputation of Licensor, its Affiliates or Licensor Intellectual Property.

(b) Licensee shall deliver or cause to be delivered to Licensor all applicable condominium and/or timeshare documentation, including, without limitation, the condominium declaration, public offering statement, form of purchase and sale agreement, Owners’ Association formation documents, rules and regulations, trust agreement, timeshare plan and all related documents and instruments (collectively, the “ Offering Documents ”) prior to commencement of sales activities with respect to any Licensed Shared

Ownership Project for the sole purpose of (i) ensuring that the Offering Documents properly reflect the relationship between Licensor and Licensee and Licensee’s right to use the Licensed Hyatt Marks thereunder and (ii) ensuring the Licensed Hyatt Marks are being used in compliance with the Brand Guidelines and the other Brand Standards, and shall continue to deliver those Offering Documents as they are amended, restated or modified in any manner involving the relationship between Licensor and Licensee, Licensee’s right to use the Licensed Hyatt Marks, and the presentation of the Licensed Hyatt Marks, from time to time prior to any such amendment, restatement or modification and, in any event, and to the extent applicable, prior to the filing of those applicable Offering Documents with any Governmental Authority. The Offering Documents (and any amendments thereto) shall all be subject to the review and approval of Licensor prior to their filing with any Governmental Authority and prior to dissemination to prospective purchasers solely for the above-referenced purposes. It is contemplated that form disclosures (consistent with the form disclosures attached as Exhibit G ) shall be agreed to by Licensor and Licensee for inclusion in the then agreed-upon Offering Documents to properly reflect the relationship of Licensor and Licensee and Licensee’s right to use the Licensed Hyatt Marks and that such form disclosures will remain substantially consistent in the Offering Documents for each Project. With respect to all Existing Projects, the parties have agreed prior to the Effective Date of this Agreement to the form of such disclosures and the specific Offering Documents which will include such form disclosures. The same or similar form (with immaterial or non-substantive modifications and/or modifications required by Applicable Law) of approved disclosures will be used in the Offering Documents for New Projects to facilitate the approval of such Offering Documents by Licensor. During the Term, Licensor may modify the form of disclosures to be used in the Offering Documents for New Projects in consultation with Licensee and the new form of disclosures will then be used in future Offering Documents unless and until it is modified again. Licensor’s approval of any approval request shall be in accordance with the timing, review and approval procedures of Licensor for Marketing Content submitted by Licensee to Licensor pursuant to Sections 8.5(a) or 8.5(b) of this Agreement (except, in the case of this Section 8.1(b), addressed to such representative of Licensor has designated by Licensor from time to time in a writing delivered to Licensee). Licensee shall not use the revised Offering Documents (or permit the revised Offering Documents to be used) until such changes have been approved by Licensor; provided, however, to the extent permitted by Applicable Law, Licensee may continue to use existing Offering Documents until the revised Offering Documents are approved by Licensor and the applicable Governmental Authority. Licensee understands and agrees, however, that Licensor will review the Offering Documents solely for the above-referenced purposes and not for the benefit of any other Person, and that its review and approval will not be deemed an approval of the legal sufficiency, marketability or other effects or characteristics thereof, provided, however, that Licensor may withhold its approval if it notices any legal deficiency in the course of its review. The Offering Documents for New Projects will contain provisions that, to the extent permitted by Applicable Law and by the legal structure established for the New Project in the Offering Documents, allow Licensee, a Permitted Affiliate or a Permitted Sublicensee (and not the Owners’ Association) to control as much of the common areas and the shared facilities as reasonably practicable to enforce the Brand Standards. In addition prior to their filing with any Governmental Authority and prior to dissemination to prospective purchasers, the parties will agree upon which other documents governing the Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects will require Licensor’s review and approval for the above-referenced purposes. Licensor hereby provides its written consent to the use of the Offering Documents as used by the Acquired Companies as of the Effective Date; provided, Licensor reserves the right to revoke any approval in the future upon providing reasonable advance notice to Licensee to this effect (along with Licensor’s proposed corrective action, if any) if Licensor reasonably believes the Offering Documents do not properly reflect the relationship between Licensor and Licensee and Licensee’s right to use the Licensed Hyatt Marks thereunder or that the Licensed Hyatt Marks are not being used in compliance with the Brand Guidelines and the other Brand Standards. Notwithstanding the approval process for the Offering Documents set forth in this Section 8.1(b), (x) Licensor, upon Licensee’s reasonable request, agrees to review and approve Offering Documents on an expedited basis, and (y) with respect to any changes to any of the approved Offering Documents that Licensee reasonably believes are

required by Applicable Law, Licensee may modify such Offering Documents in accordance with such requirements and use them prior to Licensor’s approval of such modifications, all in an effort to minimize delays or interruptions in the marketing and sale of Shared Ownership Products in connection with the Licensed Shared Ownership Business; provided, however, Licensee must still obtain Licensor’s approval in due course as provided herein.

(c) Licensee shall, as part of the sales process, provide a disclosure to each prospective purchaser in the form attached as Exhibit G , subject to modifications required by Governmental Authorities for the subject jurisdiction or that are necessary to properly describe the subject Project, and have each purchaser acknowledge receipt of such disclosure in writing, which, among other things, discloses to prospective purchasers that (i) the Licensed Shared Ownership Business, including the Licensed Club, is owned and managed by Licensee, its Permitted Affiliates or Permitted Sublicensees; (ii) neither Licensor nor any of its Affiliates is the seller of the Licensed Shared Ownership Products or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project; and (iii) that the “Hyatt” name is used by Licensee pursuant to a license, and that if such license is revoked, terminated, or expires in accordance with the terms of this Agreement, Licensee shall no longer have the right to use the Licensed Hyatt Marks in connection with the Licensed Shared Ownership Business, the Licensed Club or the relevant Project. Licensee shall be permitted to incorporate such disclosure with other disclosures Licensee makes to prospective purchasers. Licensee will communicate the license arrangement to existing Members of the Existing Projects in a form (e.g., newsletter, press release, etc.) and with content mutually acceptable to Licensor and Licensee, within a reasonable time (not to exceed ninety (90) days) after the Effective Date.

(d) Licensee will be permitted to use the Licensed Hyatt Marks on logoed collateral merchandise, such as golf shirts, other apparel and promotional items (collectively, “ Logoed Merchandise ”) that is provided solely to promote the Projects and solely through gift or retail shops located at Projects, Marketing Facilities or Sales Facilities or through Licensee’s Websites, all in a manner that is consistent with Licensee’s or its Affiliates’ use of the Licensed Hyatt Marks in such respect as of the Effective Date and with an overall level of quality of Logoed Merchandise that is consistent with the Upper-Upscale Brand Segment and Luxury Brand Segment, as applicable. Licensor acknowledges that the quality of and the manner in which the Acquired Companies and their Affiliates use the Logoed Merchandise at the Existing Projects as of the Effective Date is acceptable to Licensor provided, Licensor reserves the right to revoke any approval in the manner described in Section 8.5(a) of this Agreement. Licensee acknowledges and agrees that (i) Licensor has not applied for and does not maintain registrations for the Licensed Hyatt Marks covering some or all of the Logoed Merchandise in any jurisdiction and has no obligation to apply for or maintain such registrations in the future; (ii) Licensor makes no representations or warranties regarding Licensee’s ability to use the Licensed Hyatt Marks on Logoed Merchandise in any jurisdiction or that Licensee’s use of the Licensed Hyatt Marks on Logoed Merchandise in any jurisdiction will not infringe, dilute or otherwise violate the trademark or other rights of any third party; (iii) Licensee’s use of the Licensed Hyatt Marks on Logoed Merchandise shall be at Licensee’s sole risk and cost and without recourse against Licensor or its Affiliates; (iv) Licensee shall not knowingly engage in any act or omission which is reasonably likely to diminish, impair or damage the goodwill, name or reputation of Licensor or its Affiliates or the Licensed Hyatt Marks, including without limitation by utilizing any facility which manufactures or assembles Logoed Merchandise in violation of the laws of the country in which such facility is located or in a manner that fails to comply with the International Labor Organization’s Minimum Age Convention No. 138 and the Worst Forms of Child Labour Convention No. 182 (“ Illegal Facilities ”); (v) Licensee will comply, at its sole expense, with all Applicable Law in connection with the manufacture, sale, marketing, and promotion of the Logoed Merchandise in the countries where such activities take place, including without limitation any prohibitions against Illegal Facilities; (vi) Licensee will provide Licensor with representative samples or mock-ups of proposed (and not previously approved) Logoed Merchandise and any associated packaging and displays for Licensor’s prior written approval before producing such Logoed Merchandise in accordance with the procedures set forth in Section 8.5 of this

Agreement and/or as part of the applicable Marketing Support Plan; (vii) at Licensor’s request, Licensee will promptly make any changes to its Logoed Merchandise or its uses of the Licensed Hyatt Marks on Logoed Merchandise that do not comply with this Section 8.1(d) so long as Licensee is permitted to exhaust reasonable quantities of the existing supply of such Logoed Merchandise; (viii) Licensee will use the Licensed Hyatt Marks on Logoed Merchandise in accordance with the then-current Brand Standards; and (ix) Licensee shall promptly cease use, distribution, promotion, marketing and sale of Logoed Merchandise bearing the Licensed Hyatt Marks in any jurisdiction where Licensor requests such use to cease as a result of a claim or challenge raised by a third party or if Licensor in its sole discretion believes such use is reasonably likely to diminish, impair or damage the goodwill, name or reputation of Licensor or its Affiliates or the Licensed Hyatt Marks and, to the extent applicable, has taken similar action in Licensor’s Lodging Business in such jurisdiction.

Section 8.2 Transient Rentals of Licensed Shared Ownership Units and Licensed Residential Units.

(a) Subject to Section 9.2 of this Agreement, Licensee shall have the right to engage in the transient rental of inventory of Licensed Shared Ownership Units and Licensed Residential Units, respectively, (i) that is held for development and sale and owned by Licensee, its Permitted Affiliates, Permitted Sublicensees, an Owners’ Association or a third party with which Licensee or its Affiliates has entered into a Sublicense Agreement; (ii) that is controlled by Licensee, its Permitted Affiliate or Permitted Sublicensee as a result of Member participation in programmatic elements of Licensed Shared Ownership Products (e.g., exchange, banking, borrowing, Brand Loyalty Program trade, and similar programs); (iii) that is managed by Licensee, its Permitted Affiliate or Permitted Sublicensee with which Licensee or its Permitted Affiliate has entered into a Sublicense Agreement; or (iv) that is controlled by Licensee, its Permitted Affiliate, Permitted Sublicensee or an Owners’ Association as a result of Member default (e.g., maintenance fee defaults or financing defaults) pending foreclosure or cure in the ordinary course of business, in each case subject to Section 5.5 of this Agreement. For the avoidance of doubt, nothing in this Agreement limits Licensee or any of its Affiliates from engaging in transient rental without the use of the Hotel Reservation System for Affiliated Unbranded Shared Ownership Projects or for Unaffiliated Unbranded Shared Ownership Projects.

(b) If, after the first three (3) years following (i) the opening date of a Licensed Shared Ownership Project other than an Existing Project, or (ii) the completion date for expansion of any Licensed Shared Ownership Project (which, for the avoidance of doubt, includes the build-out of future phases of the Existing Projects described in Schedule 5.1(e) ), Licensor has been notified of a legitimate concern or issue by an owner or manager of a Licensor Lodging Facility located in close proximity to such Project (an “ Aggrieved Owner ”) that, any Developer controlled or directed transient rental activity at such Project is such that the transient rental activity, which activity is materially greater than the transient activity projected based on the sales pace forecast submitted to Licensor as part of the approved New Project Application for such Project, is no longer an ancillary part of the Project, but rather is so prevalent that such Project’s operations are more consistent with a hotel or other lodging facility, a Residential Project or a Condominium Hotel, rather than a Shared Ownership Project (“ Prevalent Transient Rental Activity ”), then Licensor shall so notify Licensee of such Prevalent Transient Rental Activity. As part of such notification, Licensor shall provide a detailed explanation of the legitimate concern or issue that needs to be resolved. Within thirty (30) days of such notice, a meeting or a conference call shall occur between representatives of Licensor and Licensee to attempt to reach an understanding as to the nature of such concern or issue and what actions need to be undertaken by Licensee to reduce the amount of such transient rental activity and/or otherwise modify the operations of such Project with respect to the significant amount of transient rental activities. As part of these discussions, the parties shall take into account (i) whether and to what extent such Prevalent Transient Rental Activity affects an existing territorial protection granted by Licensor or its Affiliates to such Aggrieved Owner, and whether such protection has been previously disclosed to Licensee, (ii) the general economic or financial market conditions in the location of such Project, (iii) the

Shared Ownership Product sales activity at such Project, including, as of the date of determination, the percentage sell out, the sales pace, the time period in which existing sales have occurred and the estimated time period for the sell out the remainder of such Project, (iv) the timeshare sales activity in the market generally, (v) the nature of the relationship between Licensor and the Aggrieved Owner that has notified Licensor of the concern or issue, (vi) the likelihood that the Aggrieved Owner’s business at the subject Licensor Lodging Facility will be adversely affected as a direct result of such Developer’s transient rental activities at such Project, and (vii) and any other factors outside the control of Licensee, its Permitted Affiliates and applicable Permitted Sublicensees. In their discussions, Licensor and Licensee shall consider the following possible corrective actions to resolve this issue: (x) moving an agreed upon percentage of transient rental business for such Project from the Hotel Reservation System to Licensee’s Websites or other approved channels, (y) reducing the amount of transient rental activity at such Project, in consideration for Licensor agreeing to eliminate or reduce any Rental Royalty Fee for rentals at such Project, or (z) if as a result of this issue, Licensee is restricted from rental of unsold inventory and the Project is experiencing poor sales, then consider Deflagging such Project and designating, as determined by Licensee, whether it will be an Affiliated Unbranded Shared Ownership Project or Unaffiliated Unbranded Shared Ownership Project, subject to their respective limitations set forth in this Agreement.

(c) If no corrective action is taken by Licensee regarding a Prevalent Transient Rental Activity, or the corrective action taken by Licensee does not resolve such Aggrieved Owner’s concern or issue with respect to such Prevalent Transient Rental Activity, and such Aggrieved Owner escalates such concern or issue such that such Aggrieved Owner has threatened, in writing, Licensor with a valid claim to terminate the franchise agreement or hotel management agreement, as applicable, between Licensor or its Affiliate and such Aggrieved Owner, then, upon the written request of Licensor, Licensee, at its expense, shall promptly take such actions as are directed by Licensor, which may include any of the actions described in Section 8.2(b) above and the right to require Licensee to Deflag such Project in accordance with the agreements governing such Project or as otherwise required by Applicable Law or this Agreement.

Section 8.3 No Affiliation with Other Brands.

(a) Except as otherwise expressly agreed to in this Agreement or in the other Transaction Agreements, neither Licensee, whether itself or through an Affiliate (including any Permitted Affiliate), nor any Permitted Sublicensee of, and with respect to a Project, shall affiliate with or use the Licensor Intellectual Property in conjunction, or association, with any brand, trademark, product, service, or business other than the Licensed Business which is the subject of this Agreement, or use the Licensor Intellectual Property in a way that could reasonably be interpreted as endorsing, or suggesting affiliation with, any other brand, mark, product, service or business, other than (i) marketing alliances, exchange affiliations or other affiliations that are consistent with the practice of the Acquired Companies and their Affiliates prior to the Effective Date, as reasonably demonstrated by Licensee, or (ii) other marketing alliances, exchange affiliations and similar arrangements approved by Licensor in the then-effective Marketing Support Plan or otherwise in accordance with the timing, review and approval procedures of Licensor for Marketing Content pursuant to Sections 8.5(a) and (b) of this Agreement. Licensor shall take into account industry practices in the Upper-Upscale and Luxury Brand Segments of the Shared Ownership Business in making its approval determination; provided, however, Licensor may withhold its approval of new marketing alliances, exchange affiliations and similar arrangements to the extent such arrangements (x) violate any then-existing contractual arrangement of Licensor or its Affiliates, (y) in Licensor’s reasonable determination would be reasonably likely to diminish, impair or damage in any material respect the goodwill, name or reputation of Licensor or its Proprietary Marks, or (z) in instances where the Licensed Hyatt Marks are used in connection with such arrangements, Licensee, its Permitted Affiliate or Permitted Sublicensee has not taken reasonable steps for appropriate brand separation sufficient to avoid customer confusion. As part of Licensor’s consideration of any marketing alliances, exchange affiliations and similar arrangements presented to it for approval, Licensor shall take into account (A) Licensee’s need to

promote the benefits and services of the Licensed Shared Ownership Business to Members and prospective Members and to add additional benefits or services thereto in order to remain competitive with Licensor SOI Competitors, and (B) whether such proposed promotion or additional benefit or service will diminish, impair or damage in any material respect the goodwill, name or reputation of Licensor or any of the Proprietary Marks.

(b) Subject to Article 2 of this Agreement, nothing in this Agreement is intended to prevent Licensee or its Affiliates from creating, developing, operating, licensing, or managing any of its own existing brands or systems or a brand or brands that Licensee or its Affiliates may develop or acquire subsequent to the Effective Date for (i) Shared Ownership Projects or Shared Ownership Products, subject to Sections 5.2 and 8.4 of this Agreement, (ii) a Lodging Business, or (iii) a Whole Ownership Residential Business; provided, however, that as set forth in this Agreement, Licensee shall not use the Licensor Intellectual Property, the System, the Licensor Confidential Information or the Branded Elements in connection with any business other than the Licensed Business, except as otherwise expressly agreed to in this Agreement or in the other Transaction Agreements.

(c) Except as otherwise expressly agreed to in this Agreement or in the other Transaction Agreements, Licensee, whether itself, through an Affiliate (including any Permitted Affiliate) or a third party sublicensee of Licensee (including any Permitted Sublicensee) shall not establish or operate a Sales Facility or a Marketing Facility at any hotel or resort owned, operated, or franchised by any Person other than Licensor or its Affiliates for the offering of mini-vacs or other marketing or lead generation programs, other than (i) Sales Facilities or Marketing Facilities in place as of the Effective Date, as described on Schedule 8.3(c) , or (ii) Sales Facilities and/or Marketing Facilities at a hotel or resort owned, operated or franchised by (x) Licensor or its Affiliates, (y) Licensee or its Affiliates, provided Licensee, its Permitted Affiliates and Permitted Sublicensees have taken reasonable steps for appropriate brand separation sufficient to avoid customer confusion have been taken, or (z) Persons other than Licensor or its Affiliates or Licensee or its Affiliates, provided such location is commercially reasonable and suitable for offering of lead generation programs and Licensee, its Permitted Affiliates and Permitted Sublicensees have taken reasonable steps for appropriate brand separation sufficient to avoid customer confusion and Licensed Hyatt Marks will be used only for identification purposes; provided, that any Sales Facilities and/or Marketing Facilities described in subsection (ii) must be approved by Licensor in the then-effective Marketing Support Plan or otherwise in accordance with the timing, review and approval procedures of Licensor for Marketing Content pursuant to Sections 8.5(a) and (b) of this Agreement. Licensor shall take into account industry practices in the Upper-Upscale and Luxury Brand Segments of the Shared Ownership Business in making its approval determination; provided, however, Licensor may withhold its approval of Sales Facilities and/or Marketing Facilities to the extent such Sales Facilities or Marketing Facilities (A) violate any then-existing contractual arrangement of Licensor or its Affiliates, (B) in Licensor’s reasonable determination would be reasonably likely to diminish, impair or damage in any material respect the goodwill, name or reputation of Licensor or its Proprietary Marks, or (C) in instances where the Licensed Hyatt Marks are used in connection with such programs, Licensee, its Permitted Affiliate or Permitted Sublicensee has not taken reasonable steps for appropriate brand separation sufficient to avoid customer confusion.

Section 8.4 Shared Ownership Business Under Other Brands and Other Limitations.

(a) Subject to Section 8.3 of this Agreement, Licensee may engage in a Shared Ownership Business under or in connection with brands other than the Licensed Hyatt Marks or on an unbranded basis, provided that:

(i) During the Exclusivity Period, neither Licensee, whether itself or through an Affiliate (including any Permitted Affiliate), nor any Permitted Sublicensee of, and with respect to

a Project, shall be permitted to use a Lodging Competitor Brand or a brand of any Licensor SOI Branded Competitor in conjunction with the developing, selling or marketing aspects of the Shared Ownership Business operated in the Upper-Upscale Brand Segment or Luxury Brand Segment; provided, further, the foregoing prohibition shall not apply with respect to the use of Lodging Competitor Brands or brands of a Licensor SOI Branded Competitor in conjunction solely with a Deflagged Project (which Project was Deflagged for any reason other than due to an uncured default within the control of Licensee, its Permitted Affiliates or Permitted Sublicensees). Licensee’s engagement in any aspect of the Shared Ownership Business with any Lodging Competitor, any Licensor SOI Branded Competitor or any Licensor SOI Competitor may not involve or utilize in any way the Licensor Intellectual Property, the Branded Elements or the System, and Licensee shall not use, share or discuss Licensor Confidential Information with or for the benefit of Licensee’s business related to any Lodging Competitor, Licensor SOI Branded Competitor or Licensor SOI Competitor.

(ii) Without limiting Section 8.4(a)(i) above, no Projects may be operated by Licensee, whether itself or through an Affiliate, or by a Permitted Sublicensee of, and with respect to a Project, under another brand or on an unbranded basis unless: (A) such Project is removed from the System by Licensee in good faith for failure of an Owners’ Association to comply with the management agreement (whether by failure to provide adequate funds to maintain the Brand Standards or otherwise); (B) an Owners’ Association terminates its management agreement with Licensee or refuses to renew the management agreement on the then-current terms and conditions; (C) Licensor terminates Licensee’s right to operate such Project in accordance with this Agreement; or (D) Licensee terminates its right to operate such Project in accordance with Section 8.4(a)(iii) below. A Project is removed from the System for purposes of this Section 8.4 when no customer-facing sales assets or facilities that contain or display any of the Licensor Intellectual Property are used by Licensee at or for such Project (including phone numbers, websites, domain names, screen names, social networking names and email addresses) and no Branded Elements or Licensor Intellectual Property are used to promote, market or sell any other product or service at or for the Project. Licensee’s failure to comply with subsections (A) through (D) above shall be a default under this Agreement with respect to the applicable Project only and will result in Licensee failing to have met the conditions precedent to converting the Project to another brand. Licensor and Licensee acknowledge that an agreed upon System Removal Agreement or a Non-Renewal Agreement, as applicable, will be necessary in order to comply with the requirements set forth above to remove a Project from the System for purposes of this Section 8.4.

(iii) Except as set forth in Section 8.4(a)(ii)(A) or (B) above, no Project may be voluntarily removed from the System and/or any Licensed Club and/or otherwise Deflagged by Licensee, its Permitted Affiliate or Permitted Sublicensee without (A) the prior written consent of Licensor, which may be withheld, conditioned, delayed or denied in its sole discretion; provided, however, Licensor may not withhold, condition, delay or deny its consent if (x) Licensee has made a commercially reasonable determination to sell such Project based on such Project performing at a level which is a material deviation from the plan submitted and approved as part of the approval process described in Section 5.2 of this Agreement, or (y) Licensee has reasonably determined that maintaining the Project in the System or a Licensed Club would violate Applicable Law, or (B) the payment of a termination fee calculated in accordance with this Section 8.4(a)(iii). Licensee acknowledges and confirms that Licensor will suffer substantial damages as a result of the voluntary termination of a Project before the Term expires due to a default of this Section 8.4(a)(iii). Some of those damages include lost Royalty Fees, lost goodwill, and lost opportunity costs. Licensor and Licensee acknowledge that such damages are difficult to estimate accurately and proof of such damages would be burdensome and costly, although such damages are real and meaningful to Licensor. Therefore, upon a voluntary termination of a Project before the Term

expires for a violation of this Section 8.4(a)(iii), Licensee agrees to pay Licensor, within thirty (30) days after the date of such termination, liquidated damages in a lump sum equal to the product of (x) the average annual Royalty Fees owed by Licensee to Licensor with respect to such Project during the three (3) years prior to the month of termination, to the extent available (and to the extent not available, the annual Royalty Fees projected in the sales forecast submitted to Licensor for such Project as part of the New Project Application for the period of time (if any) for which no such actual Royalty Fee amount is available), times (y) five (5) or the number of whole years remaining in the Term, whichever is less. Licensee agrees that the liquidated damages calculated under this Section 8.4(a)(iii) represent the best estimate of Licensor’s brand damages arising from a termination of the Project before the Term expires. Licensee’s payment of the liquidated damages to Licensor will not be considered a penalty but, rather, a reasonable estimate of fair compensation to Licensor for the brand damages Licensor will incur because of the early termination. Licensee acknowledges that Licensee’s payment of liquidated damages is full compensation to Licensor only for brand damages resulting from the early termination of the Project and is in addition to, and not in lieu of, Licensee’s obligations to pay other amounts due to Licensor under this Agreement as of the date of termination and to comply strictly with the de-identification procedures of Article 17 and Licensee’s other post-termination obligations. If any Applicable Law limits Licensee’s obligation to pay and Licensor’s right to receive, the liquidated damages for which Licensee is obligation under this Section 8.4(a)(iii), then Licensee shall be liable to Licensor for any and all brand damages Licensor incurs, now or in the future, as a result of Licensee termination of the Project. For the avoidance of doubt, none the above liquidated damages shall be applied to any Exclusivity Test Target or Target Aggregate GSP, for purposes of Section 2.3(b) and Section 4.2 of this Agreement, respectively.

(b) Nothing in this Agreement is intended to prevent Licensee’s Affiliate, Interval International, Inc., or any of its subsidiaries, from continuing to use Licensor SOI Competitor Marks or any other marks or brands of any Lodging Business or Whole Ownership Residential Business (i) to the extent necessary to designate individual properties or products made available to participate in Exchange Programs administered by such Affiliate or its subsidiaries, or (ii) for general Shared Ownership Business management operations, exchange company operations, reservation servicing, loan servicing, and collections operations.

Section 8.5 Marketing Arrangements.

(a) All Marketing Content and all other communications that will be used in connection with the marketing or sale of Licensed Shared Ownership Products, Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, any Licensed Club or otherwise contain Licensed Hyatt Marks, including those items resulting from Marketing Support Services and Customer Analytics Services, must comply with Applicable Law (including Data Protection Laws), Licensor’s Privacy Policy, and the applicable Brand Standards at all times. Licensor acknowledges and agrees that all Marketing Content being used as of the Effective Date in connection with the marketing and sale of Shared Ownership Products at the Existing Projects comply with the current Licensor’s Privacy Policy and the current Brand Standards. All Marketing Content proposed or developed for the marketing and sale of the Licensed Shared Ownership Products, Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, a Licensed Club or otherwise containing Licensed Hyatt Marks, must be approved by Licensor prior to its use in one of the following manners:

(i) all Marketing Content which was prepared by or provided by Licensor to Licensee shall be deemed approved;

(ii) all Marketing Content prepared in conformity with templates that have previously been approved by Licensor (and such approval has not been revoked), together with any changes to such templates that are immaterial in nature and do not modify any presentation of Licensed Hyatt Marks on such templates, shall be deemed approved;

(iii) all Marketing Content prepared in a manner agreed upon in the Marketing Support Plan then in effect;

(iv) all Marketing Content approved in the manner provided in Section 8.5(b) below (and such approval has not been revoked); and

(v) all Marketing Content that has been previously approved by Licensor (and such approval has not been revoked) may be used thereafter in accordance with the terms of this Agreement without further review by Licensor if there have been no material changes in the format or language used in, or scope or manner of uses of, such Marketing Content;

provided, that all such Marketing Content is used in conformity with the intended and approved scope of use of such Marketing Content, including the frequency and duration of use, distribution channels, geographic locations, markets, types of intended recipients, etc. Notwithstanding the foregoing to the contrary, Licensor may revoke any approval, and Licensee, its Permitted Affiliates and Permitted Sublicensees must discontinue using any previously approved Marketing Content and engaging in any previously-approved programs within the timeframe Licensor reasonably specifies after Licensee receives written notice from Licensor, which notice shall specify the reasons for such revocation. Licensee shall be permitted to exhaust reasonable quantities of previously prepared stock materials and shall have a reasonable period of time to remove or otherwise replace non-stock materials in use at such time.

(b) Licensee may submit to Licensor (addressed to such representative of Licensor has designated by Licensor from time to time in a writing delivered to Licensee) by FedEx, UPS or other reputable overnight delivery service, by certified mail, return receipt requested, or by electronic mail for its prior written approval, samples of all such Marketing Content, together with a brief description of the intended scope of use of the Marketing Content, including the frequency and duration of use, distribution channels, geographic locations, markets, types of intended recipients, etc. If Licensor does not respond to Licensee’s request within ten (10) Business Days after Licensee’s delivery of any such approval request, Licensee may follow-up with a request for written confirmation from Licensor of its disapproval and objections (such follow-up request will include the following statement on the envelope, on the cover page of the request or on the subject line of the electronic mail: “URGENT — MATERIALS DEEMED APPROVED IF NO RESPONSE IS PROVIDED”). Within five (5) Business Days following any such follow-up request by Licensee, Licensor shall respond with a notice to Licensee stating specifically the deficiencies in Licensee’s request, with detail sufficient for Licensee to cure or correct the matters in question to the standard reasonably required by Licensor. Following Licensee’s submission of a request revised to address Licensor’s objections, Licensor shall have five (5) Business Days to approve or disapprove the new submission, and the parties will continue the process of Licensor’s comment (within five (5) Business Days following each submission by Licensee) and Licensee’s revision until Licensor reasonably approves the request, as amended, by Licensee. If Licensor fails to respond within any five (5) Business Day period allowed in the process described above, then Licensor shall be deemed to have approved the most recently revised request submitted by Licensee.

(c) None of Licensee, its Permitted Affiliates or Permitted Sublicensees may use any video or photography of any Licensor Lodging Facility or any part thereof in connection with any Marketing Content or otherwise, without the prior written approval of Licensor, except for any then-current video or photography obtained through Licensor’s “Brand Manager” online manual (or successor program). Notwithstanding anything in this Section 8.5 to the contrary, Licensor may reject, in its sole discretion, any

Marketing Content that uses or contains any video or photography of any Licensor Lodging Facility or any part thereof not authorized pursuant to this Section 8.5(c). Licensor hereby provides its written consent to the use of the video or photography as used by the Acquired Companies as of the Effective Date; provided, Licensor reserves the right to revoke any approval in the manner described in Section 8.5(a) above. If an approval is revoked by Licensor, then Licensee shall have a reasonable period of time to remove and replace such video or photograph with an approved video or photograph.

(d) Notwithstanding anything in this Section 8.5 to the contrary, Licensor’s review and approval of any Marketing Content shall not constitute any judgment or determination by Licensor that such Marketing Content is in compliance with all Applicable Law.

(e) Subject to Licensor’s requirements and at Licensee’s expense, Licensee, at its sole option, may conduct local and regional marketing, advertising and promotional programs. Licensee shall pay Licensor the reasonable fees that Licensor periodically establishes for optional marketing, advertising and promotional materials and other Marketing Content Licensee orders from Licensor for these programs. Licensee must conduct these programs in conformance with Brand Standards. All Marketing Content used in such programs must be approved in advance by Licensor pursuant to Sections 8.5(a) or (b) above. Licensee may not use any advertising, marketing, promotional, or public relations materials and other Marketing Content or engage in any programs that Licensor has not approved or has disapproved and must discontinue using any previously-approved materials and engaging in any previously-approved programs within the timeframe Licensor specifies after Licensee receives written notice from Licensor.

(f) Licensee shall provide Licensor with representative samples of any advertising, marketing, promotional, or public relations materials and other Marketing Content associated with Licensee’s marketing initiatives and programs, as reasonably requested by Licensor.

(g) With the exception of Exchange Programs for which the limitations set forth in clauses (i) and (ii) below do not apply, Licensee, whether itself or through an Affiliate or Permitted Sublicensee, may only enter into marketing arrangements with respect to the Licensed Business with third parties, and may only make available to Members those products and services, (i) that are consistent with the brand positioning of the Licensed Business and, with respect to such marketing arrangements, are in compliance with the Brand Standards or (ii) that are in place or in use as of the Effective Date, and any like replacements for such products and services; provided, however, notwithstanding anything herein to the contrary, Licensee, whether itself or through an Affiliate or Permitted Sublicensee, shall not enter into marketing arrangements which involve any of the Licensed Hyatt Marks with Lodging Competitors, companies that offer gaming services or credit, charge or debit cards (with the meaning of 12 C.F.R. 226.2(a)(15). Licensor may object if Licensor becomes aware of any marketing arrangement with respect to the Licensed Business with third parties that Licensor believes is not in compliance with the Brand Standards. Licensor will notify Licensee of such objection providing reasonable specificity with respect to the specific marketing arrangement and the Brand Standard that is violated, and the parties will cooperate and engage in discussions and attempt to agree on modifications to such practice(s) so that such practice(s) will be in compliance with any Brand Standard that was violated. Following such discussions, Licensor shall have the right to cause Licensee to terminate any such program or arrangement in the event Licensor reasonably believes that such program or arrangement continues to fail to comply with the specified Brand Standard.

(h) Except as otherwise permitted pursuant to the Marketing Support Plan then in effect or otherwise approved by Licensor in advance, Licensee shall not list, promote or rent any Licensed Shared Ownership Unit or Licensed Residential Unit inventory, for transient rental that is controlled or owned by Licensee, whether itself or through an Affiliate or Permitted Sublicensee, through any distribution or marketing channels operated under, or prominently associated with, a Lodging Competitor Brand.

(i) Attached as Schedule 8.5(i) is a list of promotional, marketing or other alliance programs in place as of the Effective Date that the parties agree impose restrictions and requirements that may apply to the Licensed Business. Licensee shall comply with all restrictions and requirements set forth in such promotional, marketing or other alliance programs in place as of the Effective Date to the extent they apply to Licensee following the Effective Date. The parties will discuss future promotional, marketing or other alliance programs as part of the first (and any future) approved Marketing Support Plan. Licensor agrees that prior to entering into any new promotional, marketing or other alliance program, Licensor shall consult with Licensee with respect to those that are reasonably likely to create a more than de minimis adverse impact on Licensee’s ability to market or sell Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects or to operate the Licensed Business. To the extent the parties determine that such new program may create more than a de minimis adverse impact on Licensee’s ability to operate the Licensed Business or to market and sell applicable products, then Licensor shall use all commercially reasonable efforts to exclude the Licensed Business from the proposed program.

(j) The distribution, marketing and advertising channels for all Projects shall be consistent in all material respects with the positioning of the Licensed Business and Licensor Lodging Facilities in the Upper-Upscale Brand Segment and Luxury Brand Segment. The parties agree to conduct reviews of such channels no less often than annually at the Annual Marketing Support Meeting.

(k) Nothing in this Agreement is intended to prevent (i) the use of the Licensed Hyatt Marks by Licensee’s Affiliate, Interval International, Inc. or Parent for business development or investor presentations; provided such use is a manner materially consistent with the practices previously approved by Licensor, or (ii) Licensee’s Affiliate, Interval International, Inc., or any of its subsidiaries, from continuing to use the Licensed Hyatt Marks to the extent necessary to designate individual properties made available to participants in Exchange Programs administered by such Affiliate or its subsidiaries, or (otherwise permitted pursuant to any affiliation agreement between such Affiliate or its subsidiaries, and any of the Acquired Companies or their Affiliates); provided, however, to the extent any use of the Licensed Hyatt Marks requires the prior approval of an Acquired Company or its Affiliate, such use must also have been approved by Licensor in a manner provided in Sections 8.5(a) or (b) above. The parties agree that all such affiliation agreements as of the Effective Date are described on Schedule 8.5(k) .

Section 8.6 Licensed Clubs .

(a) Licensee must comply with the terms of this Agreement, the System, the applicable Brand Standards, and Applicable Law in connection with the operation of any Licensed Club. Without limiting the foregoing, Licensee shall be required in connection with the operation of a Licensed Club to (i) comply with appropriate and commercially reasonable procedures and processes established by Licensor (and communicated to Licensee), or acceptable to Licensor, to prevent Licensee from doing business with Members in contravention of Applicable Law; (ii) comply in all material respects with applicable Club Documents; (iii) comply with Disclosed Territorial Restrictions relating to or associated with hotels, resorts, lodging facilities and Residential Projects operated under brands owned or controlled by Licensor or its Affiliates that are in place as of the Effective Date in accordance with Section 5.5(a) of this Agreement; (iv) comply in all respects with Licensor’s Privacy Policy; and (v) not knowingly engage in any act or omission which is reasonably likely to diminish, impair or damage the goodwill, name or reputation of Licensor, its Affiliates or Licensor Intellectual Property.

(b) Any Licensed Club must meet, and the Club Documents for such Licensed Club must provide for, the following requirements:

(i) All Shared Ownership Projects in the Licensed Club must comply with standards, specifications, policies and procedures to ensure that all Projects in such Licensed Club that are

designed, constructed, maintained, operated, managed and marketed in a first class manner consistent with the Upper-Upscale Brand Segment and Luxury Brand Segment (as modified from time to time to conform to modifications made to Brand Standards in accordance with Section 6.2 above, the “ Club Standards ”), which, in all instances, other than with respect to use of the “Hyatt” name, shall conform with the Brand Standards;

(ii) Subject to Section 8.7 of this Agreement, only Licensed Projects and Affiliated Unbranded Shared Ownership Projects authorized pursuant to Section 5.2 of this Agreement may be included in a Licensed Club, either as a component site or as an affiliated site, to the extent then applicable, and, unless and until Deflagged, all such Projects will be included in a Licensed Club, unless otherwise agreed to by Licensor, in its reasonable discretion;

(iii) The Licensed Projects and Affiliated Unbranded Shared Ownership Projects authorized pursuant to Section 5.2 of this Agreement must be removed by Licensee from the Licensed Club in the event such Project does not comply with the Club Standards, subject to the provisions of Section 18.1(a) of this Agreement; and

(iv) Shared Ownership Units at Affiliated Unbranded Shared Ownership Projects shall not be included on the Hotel Reservation System for transient rental (unless otherwise agreed to under the Hotel Reservation System Services Agreement or otherwise approved by Licensor in writing) and access to the Brand Loyalty Program shall be limited as provided in the Gold Passport Participation Agreement.

(c) Licensee shall enforce the Club Standards with respect to all Projects that are included therein. Club Standards may not be amended, modified, waived or other changed without the prior written consent of Licensor, except to conform to applicable changes to the Brand Standards.

(d) Licensee shall deliver or cause to be delivered to Licensor all applicable Club Documents and any amendments thereto, for all Licensed Clubs for the sole purpose of ensuring that (i) the Club Documents properly reflect the relationship between Licensor and Licensee and Licensee’s right to use the Licensed Hyatt Marks thereunder, (ii) the Club Documents are in compliance with Section 5.2(d) and Section 8.6(b) above, and (iii) the Licensed Hyatt Marks are being used in compliance with the Brand Guidelines and the other Brand Standards, and shall continue to deliver those Club Documents as they are amended, restated or modified in any manner involving the above-referenced purposes the relationship between Licensor and Licensee, Licensee’s right to use the Licensed Hyatt Marks, and, in any event prior to use, and to the extent applicable, prior to the filing of those applicable Offering Documents with any Governmental Authority. The Club Documents (and any amendments thereto) shall all be subject to the review and approval of Licensor prior to filing with any Governmental Authority and prior to dissemination to prospective purchasers or Members solely for the above-referenced purposes. It is contemplated that form disclosures (consistent with the form disclosures attached as Exhibit G ) shall be agreed to by Licensor and Licensee for inclusion in the then agreed-upon Club Documents to properly reflect the relationship of Licensor and Licensee and Licensee’s right to use the Licensed Hyatt Marks and that such form disclosures will remain substantially consistent in the Club Documents for each Licensed Club. Licensor’s approval of any approval request shall be in accordance with the timing, review and approval procedures of Licensor for Marketing Content submitted by Licensee to Licensor pursuant to Sections 8.5(a) or 8.5(b) of this Agreement (except, in the case of this Section 8.6(d), addressed to such representative of Licensor has designated by Licensor from time to time in a writing delivered to Licensee). Licensee shall not use the revised Club Documents (or permit the revised Club Documents to be used) until such changes have been approved by Licensor; provided, however, to the extent permitted by Applicable Law, Licensee may continue to use existing Club Documents until any revised Club Documents are approved by Licensor and the applicable Governmental Authorities. Licensee understands and agrees, however, that Licensor will

review the Club Documents solely for the above-referenced purposes and not for the benefit of any other Person, and that its review and approval will not be deemed an approval of the legal sufficiency, marketability or other effects or characteristics thereof, provided, however, that Licensor may withhold its approval if it notices any legal deficiency in the course of its review. In addition prior to their filing with any Governmental Authority and prior to dissemination to prospective purchasers or Members, the parties will agree which other documents governing the Licensed Clubs will require Licensor’s review and approval for the above-referenced purposes. Licensor hereby approves and provides its written consent to the use of the Club Documents as used by the Acquired Companies as of the Effective Date; provided, Licensor reserves the right to revoke any approval upon providing reasonable advance notice to Licensee to this effect (along with Licensor’s proposed corrective action, if any) if Licensor reasonably believes the Club Documents are not in compliance with Section 5.2(d) or Section 8.6(b) above or that the Licensed Hyatt Marks are not being used in compliance with the Brand Guidelines and the other Brand Standards.

Section 8.7 Affiliation of Third Party Shared Ownership Projects with Licensed Club After Exclusivity Period . If the exclusivity granted in Section 2.1 of this Agreement shall become non-exclusive and the restrictions and limitations on Licensor and its Affiliates in Section 2.2 of this Agreement shall cease for any reason, Licensee agrees that, after the Exclusivity Period, Licensor, its Affiliates and its proposed third party franchisees and licensees, owners, managers and other parties that use any of the Licensor Intellectual Property, the Branded Elements, the System, and any other Licensor trademarks containing the word “Hyatt” that may be developed by Licensor for use after the Exclusivity Period in the Shared Ownership Business (collectively, “ Non-Exclusive Shared Ownership Developers ”), shall have the right to affiliate all Shared Ownership Projects developed, operated, managed or licensed by Non-Exclusive Shared Ownership Developers using the Licensor Intellectual Property, the Branded Elements and the System (each, a “ Third Party Shared Ownership Project ”) with (x) any Licensed Club that uses the Licensed Hyatt Marks or (y) such other Licensed Club as may be agreed upon by Licensor and Licensee, subject to the following:

(a) The applicable Non-Exclusive Shared Ownership Developer shall provide Licensee with an application for the Third Party Shared Ownership Project proposed by it to be affiliated with the Licensed Club (“ Club Affiliation Application ”). The Club Affiliation Application shall contain information substantially similar to that contained in a New Project Application. The form of Club Affiliation Application may be modified by Licensor or Licensee as required for compliance with Applicable Law or as mutually agreed by the parties hereto. Simultaneously with the submission of a Club Affiliation Application, the Non-Exclusive Shared Ownership Developer shall pay to Licensee a non-refundable application fee (a “ Club Application Fee ”) equal to $25,000 (as adjusted by the CPI Index as of the date of submission of the Club Application Fee) per proposed Third Party Shared Ownership Project.

(b) Licensee may reject a proposed Third Party Shared Ownership Project if, in its reasonable discretion:

(i) Licensee determines that the proposed Third Party Shared Ownership Project does not meet the applicable Club Standards related to construction and design;

(ii) Licensee determines that the location of the proposed Third Party Shared Ownership Project (A) jeopardizes the commercial viability of (x) a proposed New Project that is being actively pursued by Licensee (and “active pursuit” shall commence upon the initiation of negotiations for a letter-of-intent with respect to such proposed New Project and shall continue until the earlier of the opening day of such facility or the abandonment of such facility), or (y) any Project, (B) creates geographic demand imbalance for a Licensed Club, as reasonably determined by Licensee on a Non-discriminatory Basis, or (C) is not consistent with Club Standards;

(iii) Licensee determines that the affiliation of the proposed Third Party Shared Ownership Project would breach, or be reasonably likely to breach, any territorial and other contractual restrictions applicable to Licensee or its Affiliates that are in effect on the date of submission of the Club Affiliation Application, or restrictions imposed by Applicable Law on Licensee and its Affiliates;

(iv) In the event Licensor proposes to delegate the authority to develop, market, sell and/or operate the proposed Third Party Shared Ownership Project to (A) a Non-Exclusive Shared Ownership Developer which involves a co-investor with Licensor or (B) a third-party Non-Exclusive Shared Ownership Developer, and Licensee determines that such co-investor or third-party (I) is known in the community as being of bad moral character, (II) has been convicted in any court of a felony or other criminal offense that resulted in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date by the CPI Index) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), (III) is, or has an Affiliate that is, a Specially Designated National or Blocked Person, (IV) with respect to co-investors or third parties that have a Controlling Interest in a Non-Exclusive Shared Ownership Developer, does not have, in Licensee’s judgment, the necessary business experience and know-how to operate the Third Party Shared Ownership Project and meet the Club Standards, or (V) is otherwise deemed unsatisfactory to Licensee after a review conducted according to its then current procedures, including review of criteria and requirements regarding development and maintenance of the proposed Third Party Shared Ownership Project, credit, background investigations, operations ability and capacity, prior business dealings, market feasibility, guarantees and other factors concerning such individuals that Licensee deems relevant in its reasonable business judgment; provided, that such review and investigation is on the same basis in which Licensee reviews and investigates its proposed third party sub-licensees;

(v) Licensee determines that the proposed Third Party Shared Ownership Project is not adequately capitalized;

(vi) Licensee does not approve of any of the Project Services Agreements with respect to the proposed Third Party Shared Ownership Project; provided, however, unless changes are required to comply with Applicable Law, Licensee may not reject the proposed Third Party Shared Ownership Project on this basis if any agreement or document referred to above in this Section 8.7(b)(vi) is in substantially the same form previously approved or used by Licensee in a third party transaction (or in a modified form, provided any such modifications are immaterial or non-substantive in nature); or

(vii) Licensee reasonably determines that the proposed Third Party Shared Ownership Project would impose significant additional regulatory compliance requirements on Licensee, its Affiliates or a Licensed Club.

(c) For a period of up to one hundred and twenty (120) days prior to submission of a Club Affiliation Application, Licensor shall have the right to seek prior written confirmation from Licensee on a confidential basis that any proposed Third Party Shared Ownership Project will not be rejected for the failure to satisfy the conditions described in clauses (ii) or (iii) of Section 8.7(b) above. Licensee shall review Licensor’s request for written confirmation and respond in writing to Licensor within thirty (30) days after Licensee’s receipt of such request. Any such solicitation of confirmation, which must be made by Licensor in good faith and solely with respect to any proposed Third Party Shared Ownership Project that it has legitimate and documented interest in pursuing, by itself, will not trigger the obligation to pay the Club Application Fee.

(d) Licensee agrees to provide a written response to a Club Affiliation Application within forty-five (45) days after receipt. The written response shall either (i) approve the Club Affiliation Application, or (ii) reject the Club Affiliation Application. If the Club Affiliation Application is rejected by Licensee, Licensee shall provide a detailed written explanation indicating the specific reasons why the Club Affiliation Application was rejected, including which of the conditions described in clauses (b)(i) through (vii) above were not satisfied based on the information and documentation provided in the Club Affiliation Application. Licensor shall have a period of up to sixty (60) days (or longer, as reasonably required, based on the modification requested) after receipt of Licensee’s written response to the Club Affiliation Application to, at its option, modify the Club Affiliation Application in order to correct any noted deficiencies and provide additional information and documentation as part of its request for Licensee to reconsider the modified Club Affiliation Application. The parties may continue to exchange written materials with respect to the proposed Third Party Shared Ownership Project until Licensee provides its final decision and its reasons for its final approval or rejection of the Club Affiliation Application or Licensor withdraws its request for reconsideration for a rejected project.

(e) Upon approval of a Club Affiliation Application, the Non-Exclusive Shared Ownership Developer and Licensee or its Affiliate shall enter into the then current form of Club Documents for the approved Third Party Shared Ownership Project which shall be in compliance with Section 8.6(d) of this Agreement. Licensee or its Affiliate shall provide the benefits of the Licensed Club and enforce the terms of Club Documents for and against Non-Exclusive Shared Ownership Developers, the applicable Owners’ Association, and the applicable Members generated by such Non-Exclusive Shared Ownership Developers in substantially the same manner as provided to and enforced against Licensee, its Permitted Affiliates or Permitted Sublicensees, the applicable Owners’ Associations and Members generated by Licensee, its Permitted Affiliates or Permitted Sublicensees. Licensor acknowledges and agrees that attributing point values and demand balancing in connection with any Licensed Club operations, including, without limitation, for any particular Shared Ownership Project (including any Third Party Shared Ownership Project) affiliated with a Licensed Club, shall be within Licensee’s reasonable discretion; provided, however, that such attribution of point values and demand balancing shall be applied with respect to any Third Party Shard Ownership Project affiliated with a Licensed Club (“ Affiliated Third Party Shared Ownership Project ”) on a Non-discriminatory Basis.

(f) Each Affiliated Third Party Shared Ownership Project may operate only under the name agreed to by Licensor and Licensee in writing. Such Affiliated Third Party Shared Ownership Project name may be changed only with the prior written consent of Licensee.

(g) Licensed Club Dues charged by Licensee or its Affiliate to any owner of a Shared Ownership Product at an Affiliated Third Party Shared Ownership Project, or the related Owners’ Association, if applicable, shall be assessed on a Non-discriminatory Basis.

(h) Licensed Club Dues received by Licensee or its Affiliate from any owner of a Shared Ownership Product at an Affiliated Third Party Shared Ownership Project, or the related Owners’ Association, if applicable, shall be subject to payment of the Club Royalty Fee to Licensor in accordance with Section 3.2(b) of this Agreement. The parties agree that, except for the foregoing, no fee or dues, collected by Licensee or its Affiliates in connection with an Affiliated Third Party Shared Ownership Project shall be subject to, or increase, any of the fees, payable to Licensor under Article 3 of this Agreement.

(i) Licensee shall be reimbursed for reasonable administrative costs and expenses incurred by Licensee in connection with the Affiliated Third Party Shared Ownership Projects, including but not limited to a Licensed Club operating system, and conducting and administering the Quality Assurance Program.

(j) Licensor shall deliver or cause to be delivered to Licensee for Licensee’s review and approval any and all disclosures to be disseminated to prospective purchasers or then existing owners of Shared Ownership Products at Affiliated Third Party Shared Ownership Projects regarding such projects’ affiliation with a Licensed Club (“ Affiliation Disclosures ”). No Affiliation Disclosures may be filed, registered, used or disseminated unless and until such Affiliation Disclosures have been approved by Licensee or modified, amended or supplemented in any way after Licensee’s approval, unless such modification, amendment and supplementation has been reviewed and approved by Licensee, not to be unreasonably withheld, conditioned, delayed or denied. Licensor understands and agrees, however, that Licensee will review the Affiliation Disclosures solely for the purpose of confirming that the Affiliation Disclosures properly reflect the affiliation arrangement and the relationship among Licensee, its Affiliates, any Licensed Club, the Non-Exclusive Shared Ownership Developers, the related Owners’ Associations and the Affiliated Third Party Shared Ownership Projects, and not for the benefit of any other Person, and that its review and approval will not be deemed an approval of the legal sufficiency, marketability or other effects or characteristics thereof; provided, however, that Licensee may withhold its approval if it notices any legal deficiency in the course of its review. Licensee reserves the right to revoke any approval of any of the Affiliation Disclosures upon providing reasonable advance notice to Licensor to this effect (along with Licensee’s proposed corrective action, if any) if Licensee reasonably believes the Affiliation Disclosures do not properly reflect the relationship between Licensee, its Affiliated, or any Licensed Club and the Non-Exclusive Shared Ownership Developers, the related Owners’ Associations or the Affiliated Third Party Shared Ownership Projects. Licensor and the Non-Exclusive Shared Ownership Developers shall be solely responsible, at their sole cost and expense, for filing and registering the approved Affiliation Disclosures with the applicable Governmental Authority and disseminating them to prospective purchasers of Shared Ownership Products at Affiliated Third Party Shared Ownership Projects.

(k) Licensor and the Non-Exclusive Shared Ownership Developers shall cooperate with the Quality Assurance Program conducted and administered by or on behalf of Licensee with respect to each Affiliated Third Party Shared Ownership Project in accordance with the terms and conditions set forth in Section 7.4 of this Agreement and ensuring that such Affiliated Third Party Shared Ownership Project complies with the System, the Club Standards and the terms and conditions of the Club Documents. In addition to any right of Licensee or its Affiliate to remove an Affiliated Third Party Shared Ownership Project under the applicable Club Documents, Licensee shall have the right to remove such Affiliated Third Party Shared Ownership Project from any Licensed Club if (i) any overall customer satisfaction score under the Customer Satisfaction System for such Affiliated Third Party Shared Ownership Project is less than the applicable Minimum Customer Satisfaction Score target for the applicable measurement period set forth in the Customer Satisfaction System and such failure has not been cured within the applicable cure period under the Customer Satisfaction System, and (ii) the Non-Exclusive Shared Ownership Developer for such Affiliated Third Party Shared Ownership Project fails to enter into a Remediation Arrangement with Licensee or its Affiliate (in a procedure comparable to that set forth in Section 17.1(a)(ii)) with respect to such failure within ninety (90) days following the expiration of the applicable cure period or the Non-Exclusive Shared Ownership Developer fails to meet the cure requirements set forth in a Remediation Arrangement agreed to by Licensee or its Affiliate.

Section 8.8 Changes in Programs, Services or Benefits. Prior to making any significant systemic changes in the Licensed Shared Ownership Business or any Licensed Club (for example, conversion to a points program) or any changes to the Licensed Residential Business, Licensee shall have the right to seek prior written confirmation from Licensor, on a confidential basis, that any such change is consistent with the Brand Standards and will not result in a breach of Licensee’s obligations under this Agreement.

Section 8.9 No Other Brand Loyalty Programs. During the Term, other than Licensor’s Brand Loyalty Program, and subject to the terms of the Gold Passport Participation Agreement, Licensee, whether itself or through an Affiliate or Permitted Sublicensee, may not establish, acquire or otherwise participate in any

programs for the Licensed Business that are designed to increase brand loyalty (and consequently market share, length of stay and frequency of usage of such hotels and other branded and affiliated products), and/or any similar, complementary, or successor program, without the prior written consent of Licensor, which it may not unreasonably withhold, condition, delay or deny; provided, however, Licensor may withhold, condition, delay or deny its consent in its sole discretion if (x) the program is to be branded with a Lodging Competitor Brand or a brand of a Licensor SOI Branded Competitor, or (y) the program conflicts in any material respect with an agreement then in effect to which Licensor or its Affiliates is a party. For as long as the Gold Passport Brand Loyalty Program remains in effect, Licensee and its Affiliates and Permitted Sublicensees shall continue to utilize it, either on a stand-alone basis or in conjunction with new programs approved pursuant to this Section 8.9. Nothing in this Section 8.9 is intended or shall be interpreted to restrict in any manner (i) any benefits or services, including Member recognition tiers, owner referral programs, and other programs designed to increase loyalty to or benefits for the Licensed Business, purchase of additional products for the Licensed Business or other expansion of Member benefits or services, provided such benefits or services are approved by Licensor as part of the then-effective Marketing Support Plan or is otherwise approved by Licensor and such benefits or services are in compliance with Section 8.3 and the other applicable provisions of this Agreement, or (ii) any benefits or affinity program Interval International, Inc. or a subsidiary thereof offers to its members as a result of their participation in a membership program offered by Interval International, Inc. or a subsidiary thereof.

ARTICLE 9

ELECTRONIC SYSTEMS

Section 9.1 Systems Installation.

(a) Licensor acknowledges that as of the Effective Date, there are no material items that are required to be purchased, leased, installed or upgraded in order for Licensee, its Permitted Affiliates or Permitted Sublicensees to use the Hotel Reservation System in connection with the Existing Projects, Existing Residential Projects and the Licensed Business on a Non-discriminatory Basis and in the same manner in which the Acquired Companies have used the Hotel Reservation System immediately prior to the Effective Date. Subsequent to the Effective Date, if any changes are required for Licensee to use the Hotel Reservation System or other of Licensor’s Electronic Systems for the required purposes, Licensee will provide written notice thereof to Licensor and, as a cost of the Licensed Business, arrange with Licensor or its Affiliates, for the purchase or lease, installation, maintenance, and use in connection with the Projects, on a Non-discriminatory Basis, of whatever is reasonably required to implement the specified changes. Licensee may not use such Licensor’s Electronic Systems for anything not specifically related to the Projects or the Licensed Business.

(b) Notwithstanding the foregoing to the contrary, Licensee may use any electronic system in the Licensed Business that, in Licensor’s commercially reasonable judgment, is comparable to a particular required Electronic System and performs the same functions as such Electronic System and is compatible, and interfaces, with Licensor’s Electronic Systems.

Section 9.2 Hotel Reservation System.

(a) Licensor will make the Hotel Reservation System available to Licensee, its Permitted Affiliates, and Permitted Sublicensees in connection with the Licensed Projects, including for reservations relating to transient rental to the public and for other usages of Licensed Shared Ownership Units pursuant to the terms of the Hotel Reservation System Services Agreement. Licensor shall maintain the Hotel Reservation System and operate it in a manner required under the Hotel Reservation System Services Agreement.

(b) If Licensee is in material breach of this Agreement and does not cure the material breach as required by Sections 17.1, 17.2 or 17.4 of this Agreement, as applicable, depending on the nature of the material breach and cure therefor, Licensor may, in addition to any other remedies it may have and in accordance with Article 17 of this Agreement, suspend upon not less than thirty (30) days’ prior written notice to Licensee, Licensee’s right to use, and Licensee’s access to, the Hotel Reservation System at the one (1) or more of the Licensed Projects (or a part of any Licensed Project) which are the subject of the breach, with respect to transient rentals of Licensed Shared Ownership Units or Licensed Residential Units until the breach is cured. In the event such material breach relates to the Licensed Business apart from specific individual Licensed Projects or to all or substantially all of the Licensed Projects, Licensor may suspend the entire Licensed Business and all of the Licensed Projects from the Hotel Reservation System under this Section 9.2 upon not less than thirty (30) days prior notice to Licensee. If Licensor suspends Licensee (and Permitted Affiliates and Permitted Sublicensees) from the Hotel Reservation System, as of the suspension date, Licensor shall have no obligation to handle new reservations under the Hotel Reservation System, but shall continue to handle to completion all reservations made through the Hotel Reservation System prior to such suspension date and reasonably cooperate with Licensee for orderly transition to another reservation system for transient rental services. Licensee, its Permitted Affiliates and Permitted Sublicensees must honor all reservations that are confirmed or accrued in accordance with the Hotel Reservation System Services Agreement prior to such suspension at the applicable Licensed Projects provided Licensee is provided notice by Licensor of all such reservations. If Licensor rightfully suspends Licensee from the Hotel Reservation System pursuant to this Agreement, Licensee covenants not to bring any damages claims against Licensor and its Affiliates arising from Licensee’s suspension from the Hotel Reservation System under Article 17 of this Agreement, other than claims that Licensee is not in breach of this Agreement.

(c) Licensee, its Permitted Affiliates and its Permitted Sublicensees must participate in, connect with, and use the Hotel Reservation System in the manner set forth in the Hotel Reservation System Services Agreement, except as provided above.

Section 9.3 Electronic Systems Provided Under License.

(a) The Electronic Systems not purchased or leased from third parties by Licensee or which were not otherwise acquired as part of the Sale Transaction will remain the sole property of Licensor or any third party vendors, as applicable. Licensee will treat the non-public portions of Licensor’s Electronic Systems as confidential in accordance with Section 13.1 of this Agreement. As a condition to using the Electronic Systems, Licensee must execute the Hotel Reservation System Services Agreement.

(b) Licensee acknowledges that Licensor’s Electronic Systems will be modified, enhanced, replaced, or become obsolete, and that new Electronic Systems may be created to meet the needs of the System and the continual changes in technology and that any such modifications, enhancements or replacements to Licensor’s Electronic Systems or any new Electronic Systems will be subject to the terms of the Hotel Reservation System Services Agreement.

(c) Licensee will have the right to make proposals regarding Licensor’s Electronic Systems to the appropriate group within Licensor’s organization that is responsible for strategic initiatives related to Licensor’s Electronic Systems. The parties will agree on a reasonable process for keeping Licensee apprised of initiatives regarding Licensor’s Electronic Systems that will affect the Licensed Business.

Section 9.4 Proposed Enhancements. Licensor will reasonably consider changes to the Electronic Systems proposed by Licensee which address issues specifically relevant to the Licensed Business (including any enhancements or modifications to the Electronic Systems needed to implement such changes). Licensor shall respond to such requests within sixty (60) days following Licensor’s receipt of the

written request delivered in accordance with Section 23.1 of this Agreement, provided, if additional study is required, Licensor will so respond, and may have up to an additional sixty (60) days to make its determination regarding the request. Licensor may condition its consent to changes to the Electronic Systems suggested by Licensee based on factors such as: Licensee’s payment of the costs related to such implementation, including, without limitation, incremental internal or out-of-pocket design costs and operating costs (subject to the allocation thereof on a fair and commercially reasonable basis to other users of the applicable Electronic Systems who benefit from the change); the difficulties of designing or administering such changes; the impact of such changes on the Electronic Systems generally; third party consent requirements; the prioritization of other Electronic Systems projects; the general feasibility of implementing and maintaining such changes over time; and considerations relating to owners and franchisees associated with Licensor Lodging Facilities. Notwithstanding the foregoing to the contrary, Licensee is not responsible for costs related to the foregoing unless the parties agree in writing with respect to the amount for which Licensee is responsible.

ARTICLE 10

LICENSOR SERVICES AND SUPPORT

Section 10.1 Marketing Support Services. During the Term, Licensor and its Affiliates shall provide to Licensee and its Affiliates certain marketing support services (collectively, “ Marketing Support Services ”) which are (i) agreed to by the parties in any then-effective marketing support plan (the “ Marketing Support Plan ”) in accordance with the terms and conditions of Section 10.1(a) below, or (ii) provided for in Section 10.1(b) below. Each Marketing Support Plan shall be in effect for each calendar year during the Term (or shorter period for 2014).

(a) Marketing Support Plan .

(i) The parties acknowledge that, during the Term, the Shared Ownership Business will evolve and the competitive landscape will change, and, as a result, there will be a need to develop, test and implement new marketing initiatives and programs during the Term. Each Marketing Support Plan shall describe marketing initiatives and programs, and joint and individual marketing or sales programs to be implemented by Licensor or Licensee with respect to the Licensed Shared Ownership Business, and shall include at least the following information: (A) goals and objectives of the initiatives and programs, (B) specified activities required to achieve such goals or objectives, (C) subject to this Agreement, the data required to design, monitor and evaluate such initiatives and programs, (D) performance projections with respect to each initiative and program, (E) each party’s responsibilities and obligations with respect to the initiatives and programs, and (F) target implementation dates. All initiatives and programs shall be consistent with the positioning of the Licensed Shared Ownership Business and any impacted Licensor Lodging Facilities in the Upper-Upscale Brand Segment and Luxury Brand Segment;

(ii) Licensor and Licensee shall cooperate with each other to approve the first Marketing Support Plan no later than the Effective Date. The first such Marketing Support Plan approved by Licensor and Licensee shall remain in effect until December 31, 2014, subject to amendment by Licensor and Licensee. To the extent no such first Marketing Support Plan is in place by the Effective Date and until one is in place, the parties acknowledge and agree that Licensee and its Permitted Affiliates may continue to undertake such marketing initiatives and programs in form and manner consistent with (x) marketing practices in effect as of the Effective Date, and (y) the budgets and long range plans currently in place for the Acquired Companies and their Affiliates as of the Effective Date.

(iii) On or before July 1st of 2014 and of each calendar year thereafter during the Term, Licensee shall submit a proposed Marketing Support Plan for the following calendar year (the “ Marketing Support Plan Proposal ”). The Marketing Support Plan Proposal shall include, at a minimum, the following: (A) a detailed list and description of proposed marketing initiatives, and joint and individual marketing or sales programs (including, without limitation, acquiring copy space within Hyatt-wide and Brand Loyalty Program emails, newsletters, in-room marketing collateral materials within Licensor Lodging Facilities, on Licensor’s website, “hyatt.com” or any successor website and other Licensor and its Affiliates communications to its customer database), including the content, delivery channels and relative cost allocations associated therewith; (B) a list of Licensor Lodging Facilities in which Licensee desires to place a Marketing Facility, including a detailed description of the type and scope of such Marketing Facility and a description of whether such Marketing Facility will be staffed or un-staffed; (C) parameters for any proposed “test and learn” marketing programs or activities (e.g., a process for initiating call transfers and web transfers from the Hotel Reservation System for mini-vac offers); (D) the current sales and marketing plan for the Licensed Shared Ownership Business; (E) a detailed list and description of any New Projects being planned for, pursued or under development by Licensee and its Affiliates; (F) proposed Brand Loyalty Program-related initiatives, including allocation of tiers; (G) a comprehensive report on the marketing programs, initiatives and activities occurring in the prior calendar year, including any performance results related thereto; and (H) a comprehensive forecast of the next calendar year, including a good faith estimate of the annual budget for the Licensed Shared Ownership Business and forecasted sales of Shared Ownership Products.

(iv) Unless an alternative date is agreed upon by the parties, within thirty (30) days of receipt of the Marketing Support Plan Proposal, representatives of Licensor and Licensee shall hold a meeting to discuss the details surrounding the Marketing Support Plan Proposal, the scope of services to be provided by Licensor, and other items the parties deem relevant (the “ Annual Marketing Support Meeting ”). Unless an alternative location is mutually agreed upon by the parties, the Annual Marketing Support Meeting shall be held at the corporate headquarters of Licensor in Chicago, Illinois.

(v) Licensor and Licensee agree to use commercially reasonable efforts to make available at each Annual Marketing Support Meeting, representatives that are appropriately familiar with the Licensed Business, in general, and with the marketing of Shared Ownership Products, in particular. In furtherance of this requirement and prior to submitting the initial Marketing Support Plan Proposal and at any times subsequent thereto as deemed necessary by Licensee, Licensee will, at its cost, provide Licensor’s designated representatives (who will be involved in reviewing, analyzing or providing Marketing Support Services, Customer Analytics Services and other support services) with training programs and activities on certain aspects of the Licensed Business, including the sales and marketing of Shared Ownership Products.

(vi) At the Annual Marketing Support Meeting, representatives of Licensor and Licensee shall discuss the implementation and results of the prior year’s Marketing Support Plan and work collaboratively, and in good faith, and use commercially reasonable efforts to agree upon the Marketing Support Plan for the following calendar year and submit it to Licensor and Licensee for approval on or prior to ninety (90) days before the start of the applicable calendar year. Such representatives shall hold periodic meetings (at least on a quarterly basis unless otherwise agreed) subsequent to the applicable Annual Marketing Support Meeting (each, a “ Follow-up Meeting ”), either in person or by conference call, to discuss the implementation and results of the Marketing Support Plan and to discuss any good faith proposals for amending or modifying the Marketing Support Plan; provided, however, a Marketing Support Plan may be amended or modified only by written agreement of Licensor and Licensee.

(vii) Each party shall use good faith efforts to perform its respective obligations with respect to any marketing initiatives or programs set forth in each approved Marketing Support Plan. The parties acknowledge that, with respect to proposed marketing initiatives or programs agreed to under a Marketing Support Plan which involve Licensor Lodging Facilities not owned by Licensor, including, without limitation, initiatives or programs involving the placement of concierge/marketing desks, sales galleries and in-room marketing collateral materials or involving the right to acquire advertising, marketing or promotional space within emails, newsletters, and in room marketing collateral materials within Licensor Lodging Facilities, Licensor shall only be required to use commercially reasonable efforts to facilitate an introduction of Licensee to such owner to allow Licensee to negotiate directly with such owner to implement such marketing initiative or program.

(viii) Notwithstanding any other provision hereof, Licensor, upon reasonable notice to Licensee, may terminate one or more marketing initiatives or programs that cause or are reasonably likely to cause: (A) a material level of legal (i.e., non-economic) risk to Licensor that results from a change in Applicable Law (including a change scheduled to take effect on a specific date in the future) during the Term; (B) reputational harm, as Licensor may reasonably determine; or (C) a violation of Licensor’s Privacy Policy. In each instance, Licensor will discuss its concerns with Licensee to seek a resolution to the concern; provided, however, that in the event the parties are not able to agree upon a resolution with respect to clause (B) within thirty (30) days, Licensor may take such action as it deems reasonable to restrict or terminate such marketing initiative or program.

(b) Other Marketing Support Services . During the Term, Licensor and its Affiliates shall provide to Licensee and its Permitted Affiliates the following Marketing Support Services:

(i) Review and discuss with Licensee and its Permitted Affiliates regarding the design, substance and content of Marketing Content for the Licensed Business to ensure that such items are consistent with the positioning of the Licensed Business and Licensor Lodging Facilities in the Upper-Upscale Brand Segment and Luxury Brand Segment and applicable Brand Standards;

(ii) Review and discuss with Licensee and its Permitted Affiliates regarding, the distribution, marketing and advertising channels for all Projects to ensure that such channels are consistent with the positioning of the Licensed Business and Licensor Lodging Facilities in the Upper-Upscale Brand Segment and Luxury Brand Segment and applicable Brand Standards;

(iii) Include “Hyatt Residence Club” logo in any advertising programs that include the “Hyatt Family of Brands” or any successor program adopted by Licensor and used in providing marketing support services with respect to the Licensor Lodging Facilities; provided, however, the “Hyatt Residence Club” logo will not be included on the Gold Passport’s presentation of the “Hyatt Family of Brands” in the event Licensee is not in compliance with its inventory obligations under the Gold Passport Participation Agreement;

(iv) Continue all concierge/marketing desks, sales galleries and in-room marketing materials at Licensor Lodging Facilities to the extent the Acquired Companies and their Affiliates had such rights as of the Effective Date, all pursuant to written lease agreements in place as of the Effective Date, which are listed on Schedule 10.1(a) , or, for such desks and sales galleries agreed upon after the Effective Date, based on the form of kiosk lease agreed to by Licensor and Licensee as a template for such facilities;

(v) Provide Licensee with access to Licensor’s website, “hyatt.com”, on which inventory for transient rental at the Projects will be listed in the same manner as applied to

Licensor’s Lodging Business, provided, that Licensee will be charged the Hotel Reservation System Fee on a per reservation basis pursuant to the Hotel Reservation System Services Agreement;

(vi) Provide Licensee with the opportunity to include “Hyatt Residence Club” in the “Family of Brands” bar on Licensor’s website, “hyatt.com” or any successor website adopted by Licensor and used in providing marketing support services with respect to the Licensor Lodging Facilities and/or the Brand Loyalty Programs (subject to Section 10.1(b)(iii) above);

(vii) Provide Licensee with the ability to link approved Licensee’s Websites to Licensor’s website, “hyatt.com” or any successor website adopted by Licensor and used in providing marketing support services with respect to the Licensor Lodging Facilities;

(viii) Access to Licensor’s “Brand Manager” online manual, or any successor program adopted by Licensor and used in providing marketing support services with respect to the Licensor Lodging Facilities; and

(ix) In the event Licensor is no longer providing Customer Analytics Services, provide the information described in Section 10.2(a)(ii) below in the same manner and subject to the same conditions as described in Section 10.2 below.

(c) Marketing Support Charge. In lieu of being reimbursed for all direct and indirect costs and expenses incurred in connection providing the Marketing Support Services in accordance with this Section 10.1 (including Travel Expenses of Licensor and its Affiliates), Licensee shall pay to Licensor an annual fixed charge (a “ Marketing Support Charge ”) equal to $120,000 (as adjusted annually after the Effective Date by the CPI Index), which charge shall be paid in four (4) equal installments in accordance with Section 3.3(a) of this Agreement, and which the parties acknowledge and agree is a reasonable estimate of such costs and expenses. The Marketing Support Charge shall not be increased or decreased based on the actual costs and expenses incurred in connection providing the Marketing Support Services.

Section 10.2 Customer Analytics Services.

(a) At any time, and from time to time, during the Term and for as long as Licensor and its Affiliates are generally performing such customer analytics services with respect to the Licensor Lodging Facilities, Licensee may engage Licensor and its Affiliates to provide the following services and any additional agreed upon analytics services (collectively, “ Customer Analytics Services ”) for periods of time of not less than one (1) year in duration (each, a “ CAS Contract Year ”):

(i) Upon the reasonable request of Licensee, Licensor’s “customer analytic” team will participate in the Annual Marketing Support Meetings and Follow-up Meetings to discuss the nature, scope, terms and conditions, delivery logistics and types of services that such team may provide Licensee, including providing analysis and reports of Licensor’s Customer Information, Customer Information of members of any Brand Loyalty Program and other demographic data and information (the parties acknowledge that during the Term the Shared Ownership Business will evolve and the competitive landscape will change, and, as a result, there will be a need to develop, test and implement new Customer Analytics Services during the Term in order to remain competitive with Licensor SOI Competitors), which programs may include providing reports on the travel and usage patterns of Members to the extent such information, if any, is available in the Brand Loyalty Programs.

(ii) At the Annual Marketing Support Meeting and any Follow-up Meetings, representatives of Licensor and Licensee shall work collaboratively and use good faith efforts to agree upon the number and channels of customers of Licensor’s Lodging Business and members of the Brand Loyalty Program (including access to customers and members derived from any Subsequently Acquired Brand database or program, which access shall be substantially similar to any access provided to such Subsequently Acquired Brand with respect to customers of the Licensor Lodging Business and Brand Loyalty Program) that may be made available for marketing initiatives and programs of the Licensed Business; provided, however, Licensor may withhold in its sole and absolute discretion any particular Licensor Customer Information of such customers or members; provided, further, at a minimum Licensor shall provide Licensee with an opportunity to communicate via direct mail, email, telemarketing or other commercially viable means agreed to by Licensor to the agreed upon channels of customers and members a maximum of five (5) times per such customer or member per CAS Contract Year (including four (4) direct mail and one (1) other contact, subject to adjustment for new methods or to address effectiveness of customer contact methods) and provide to Licensee an aggregate minimum number of contacts per CAS Contract Year as established in the Marketing Support Plan for such year, which minimum number may be adjusted annually taking into account the then current size of the customer database (for calendar year 2014, the minimum number of contacts is 4,000,000). Licensor acknowledges and agrees that, where and to the extent possible, Licensor shall provide Licensee priority and preferential access to number and channels of customers of Licensor’s Lodging Business and members of the Brand Loyalty Program over any Person marketing and selling Shared Ownership Products marketed and sold under any Subsequently Acquired Brand.

(iii) Facilitate the delivery and/or distribution of any Marketing Content in the form of direct mail, email, telemarketing or similar campaigns approved by Licensor in the Marketing Support Plan to the customer/member lists approved in the manner described in this Section 10.2(a).

(b) Except as set forth in Section 10.2(a)(ii) above, in no event shall Licensee, its Permitted Affiliates or its Permitted Sublicensees be entitled to any disclosure of, or access to, any Licensor Customer Information except to the extent included as part of the Licensee Member Information, and any Licensor Customer Information that Licensor may choose in its sole and absolute discretion to provide to Licensee, its Permitted Affiliates and its Permitted Sublicensees shall be deemed Licensor Confidential Information, except to the extent included as part of the Licensee Member Information and may not be used for any purposes other than as expressly provided in writing by Licensor. Without limiting the foregoing, in no event shall Licensor or its Affiliates be required to provide any Customer Analytics Services that are determined by Licensor, to be in violation of Applicable Law (including any Data Protection Laws), Licensor’s Privacy Policy, or any contractual obligations owed by Licensor or its Affiliates to its customers.

(c) In lieu of being reimbursed for all direct and indirect costs and expenses (other than Direct Marketing Costs (as defined below)) incurred in connection providing the Customer Analytics Services in accordance with this Section 10.2 (including Travel Expenses of Licensor and its Affiliates), Licensee shall pay to Licensor, if engaged by Licensee, an annual fixed charge (a “ Customer Analytics Charge ”) equal to $120,000 (as adjusted annually after the Effective Date by the CPI Index), which charge shall be paid in four (4) equal installments in accordance with Section 3.3(a) of this Agreement, and which the parties acknowledge and agree is a reasonable estimate of such costs and expenses. The Customer Analytics Charge shall not be increased or decreased based on the actual costs and expenses incurred in connection providing the Customer Analytics Services. In addition to the Customer Analytics Charge, Licensee shall reimburse Licensor for all direct costs incurred by Licensor for all marketing, advertising and promotional materials and other Marketing Content Licensee orders from Licensor associated with the Customer

Analytics Services (collectively, “ Direct Marketing Costs ”) subject to Licensee receiving prior written notice of the specific Direct Marketing Costs.

Section 10.3 Training.

(a) At Licensee’s option, Licensor will provide Licensee’s personnel that are designated by Licensee (and approved by Licensor as being qualified to provide training programs) training on certain aspects of the System, including Licensor’s Electronic Systems, that Licensee elects to participate in, as necessary to comply with the Brand Standards. Licensee must conduct such training for such designated personnel, as is required for them to properly operate, administer and manage the Projects in accordance with the Brand Standards. Licensor will also provide training materials to such personnel to facilitate the provision of such training by such personnel to other personnel of Licensee and its Permitted Affiliates and Permitted Sublicensees. Licensee will conduct such training of its employees as required for them to properly operate, administer and manage the Projects in accordance with the applicable Brand Standards.

(b) Licensor may offer, and Licensee may elect to participate in, optional training courses and programs for personnel engaged in operating or managing the Projects.

(c) Licensor will have the right to charge reasonable tuition, fees or reimbursements described in Section 3.3 of this Agreement on a Non-discriminatory Basis for all training programs that Licensor offers, which must be paid before receiving training materials or attending training. Licensor shall notify Licensee of a reasonable estimate of such tuition and fees before Licensee agrees to attend any training program. In addition, for all such optional programs and activities under this Section 10.3, Licensee will be responsible for paying all Travel Expense for individuals attending such training (but not for trainers).

Section 10.4 Use of Licensor Customer Information and Licensee Member Information.

(a) Licensor Customer Information. Licensor and its Affiliates shall retain title to, and full and complete ownership rights and interests to, their data and information about customers and members generated for the Licensed Business through any Marketing Support Services, Customer Analytics Services or Licensor Lodging Facilities guests and all Brand Loyalty Program members, wherever located (collectively, “ Licensor Customer Information ”). Licensee and its Affiliates acknowledge and agree that Licensor Customer Information constitutes Licensor Confidential Information, whether or not any portion thereof is or may be validly copyrighted. Licensee acknowledges and agrees that all Licensor Customer Information shall be used solely for engaging in the Licensed Business as permitted in this Agreement and only in compliance with the Brand Standards, and for no other use or purpose whatsoever; provided, however, to the extent common customer, guest or Brand Loyalty program member names or data are included both as part of Licensor Customer Information and Licensee Member Information, Licensor (and its Affiliates) and Licensee (and its Affiliates) shall be permitted to use such common names and data for each of their respective businesses in accordance with the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement, Licensee shall comply in all material respects with Applicable Law and Licensor’s Privacy Policy. Other than as expressly permitted under this Agreement, Licensee will not have, claim or assert any right against or to seek Licensor Customer Information. Within sixty (60) days after the end of each calendar year during the Term, Licensee, upon the reasonable request of Licensor, shall provide Licensor with a written affirmation (in the form reasonably required by Licensor) signed by an authorized agent of Licensee, that Licensee, its Permitted Affiliates and Permitted Sublicensees have maintained, in all material respects, effective internal control over the maintenance and security of any Licensor Customer Information in its possession in accordance with the terms of this Agreement related to the treatment and use of Licensor Customer Information during the immediately preceding calendar year. All Licensor Customer Information supplied, in any form, and any and all copies thereof, are to be used by the receiving party solely in the performance of its rights and obligations under this Section. Licensee and

its Affiliates agree that Licensor Customer Information (other than included as part of the Licensee Member Information) is confidential and will not be otherwise used, sold, licensed, leased, transferred, in any form or by any means, without the prior written consent of Licensor, which it may withhold, delay, condition or deny in its sole discretion. In the event Licensor, in the case of Licensor Customer Information, obtains information or data contained in Licensee Member Information from Licensee’s customers or the Members themselves, or from any other third party source in a manner that does not violate Applicable Law or the terms of this Agreement or any of the other Transaction Agreements, Licensor may use such Member or customer data in whatever manner it shall choose. Without limitation of the foregoing, except to the extent information or data is included in Licensee Member Information, Licensee shall not sell any Licensor Customer Information to third parties and Licensee shall not disclose or otherwise provide any Licensor Customer Information to any third-parties other than in connection with the operation of the Licensed Business and in accordance with this Agreement, unless otherwise required by Applicable Law.

(b) Licensee Member Information. Licensee and its Permitted Affiliates shall retain title to, and full and complete ownership rights and interests to, their data and information about any prospective buyers, leads or prospects, guests, any existing owners of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, any owners of Residential Units at Licensed Residential Projects and any Members of a Licensed Club as of the Effective Date, as well as all data and information about any new prospective buyers, leads or prospects, guests, any new owners of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects and any Members of a Licensed Club (including, without limitation, Members derived from Affiliated Third Party Shared Ownership Projects) obtained after the Effective Date (collectively, “ Licensee Member Information ”). Within sixty (60) days after the end of each calendar year during the Term, Licensor, upon the reasonable request of Licensee, shall provide Licensee with a written affirmation (in the form reasonably required by Licensee) signed by an authorized agent of Licensor, that Licensor and its Affiliates have maintained, in all material respects, effective internal control over the maintenance and security of any Licensee Member Information in its possession in accordance with the terms of this Agreement related to the treatment and use of Licensee Member Information during the immediately preceding calendar year. Other than as permitted under this Agreement, Licensor will not have, claim or assert any right against or to any Licensee Member Information (other than included as part of the Licensor Customer Information). Licensor and its Affiliates acknowledge and agree that the Licensee Member Information (other than included as part of the Licensor Customer Information) constitutes Licensee Confidential Information, whether or not any portion thereof is or may be validly copyrighted. Licensor and its Affiliates agree that Licensee Member Information (other than included as part of the Licensor Customer Information) is confidential and will not be otherwise used, sold, licensed, leased, transferred, in any form or by any means, without the prior written consent of Licensee, which it may withhold, delay, condition or deny in its sole discretion. In the event Licensee, in the case of Licensee Member Information, obtains information or data contained in Licensor Customer Information from Licensor’s customers, or from any other third party source in a manner that does not violate Applicable Law or the terms of this Agreement or any of the other Transaction Agreements, Licensee may use such customer data in whatever manner it shall choose. Without limitation of the foregoing, except to the extent information or data is included in Licensor Customer Information, Licensor shall not sell any Licensee Member Information to third parties and Licensor shall not disclose or otherwise provide any Licensee Member Information to any third parties other than in connection with the operation of the Licensed Business and in accordance with this Agreement, unless otherwise required by Applicable Law; provided, however, that Licensor may use Licensee Member Information to the extent such information or data is included in Licensor Customer Information and such information or data does not specifically identify or target a customer’s association with the Licensed Business.

Section 10.5 Other Services.

(a) Licensor or its Affiliates will provide certain services to, and cooperate with, and provide access to certain systems, to Licensee, its Permitted Affiliates and Permitted Sublicensees in connection with the Licensed Business substantially in accordance with practice of Licensor or its Affiliates as of the date of the Sale Transaction, as set forth in the Transition Services Agreement and subject to the provisions, terms, conditions, restrictions and costs as set forth therein. Licensee and its Permitted Affiliates will provide certain services to and cooperate with Licensor and its Affiliates as more particularly described in the Transition Services Agreement.

(b) Licensor or its Affiliates will also provide Licensee or its Permitted Affiliates with the following:

(i) Access to Brand Loyalty Programs, which (A) in the case of the Gold Passport program, shall be in accordance with the terms, and subject to the conditions, in this Agreement and the Gold Passport Participation Agreement, and (B) in the case of any other Brand Loyalty Program, shall include benefits and terms substantially similar to those set forth in the Gold Passport Participation Agreement, including, but not limited to, sales incentives and exchange benefits, and such other benefits and terms that are generally available to Licensor Lodging Facility franchisees and licensees;

(ii) The opportunity, on a Non-discriminatory Basis, to participate in supply procurement programs and preferred service-provider arrangements and FF&E provider relationships to the extent they are generally available to Licensor Lodging Facility franchisees and licensees and are relevant to the Licensed Business;

(iii) The opportunity for Project-level employees of Licensee, its Permitted Affiliates and Permitted Sublicensees to participate in “friends and family” or preferred room rates or special travel opportunities and discounts generally available to employees at franchised Licensor Lodging Facilities at no less favorable pricing, terms and conditions as are available to such employees; provided Licensee, its Permitted Affiliates and Permitted Sublicensees comply with the employment verification process as reasonably required by Licensor; and

(iv) The opportunity for corporate-level employees of the Acquired Companies to participate in “friends and family” or preferred room rates or special travel opportunities and discounts generally available to employees of Licensor, its Affiliates and Licensor Lodging Facility franchisees and licensees at no less favorable pricing, terms and conditions as are available to such employees; provided Licensee, its Permitted Affiliates and Permitted Sublicensees comply with the employment verification process as reasonably required by Licensor.

Subject to the following sentence, Licensee shall make available opportunities to use the “Interval International” “friends and family” program (and any successor program) for the corporate-level employees of Licensor that comply with a verification process reasonably required by Licensee. In the event, Licensee is no longer able to provide any such “friends and family” program to Licensor, Licensee shall provide notice to Licensor and each party may discontinue providing the programs pursuant to this Section 10.5(b)(iii) - (iv) on at least ninety (90) days’ notice.

(c) The parties acknowledge and agree that future changes in and/or replacements of Licensor and its Affiliates’ and/or Licensee’s and its Affiliates’ technologies, systems, business processes, programs and/or business partners over the Term of this Agreement (“ Business Changes ”), including changes required by Applicable Law or the interpretation or enforcement thereof, could make it more difficult,

costly, commercially impractical, or even impossible to continue to provide one or more services provided by Licensor or its Affiliates or Licensee or its Permitted Affiliates pursuant to Article 10 of this Agreement (the “ Affected Services ”), or could otherwise necessitate changes to the Affected Services. In the event of such a Business Change, Licensor shall promptly notify Licensee of any Affected Services, and Licensee and Licensor agree to discuss, in good faith, making commercially reasonable changes to the Affected Services, including changes to the manner, method, scope, delivery, timing and cost of the Affected Services, or substitution of a similar service that accomplishes the principal underlying purpose or function of the Affected Service, in order to permit the Affected Services to continue on a commercially reasonable basis (such changes, “ Service Modifications ”). The parties understand and agree that the party receiving an Affected Service shall bear the reasonable incremental expense of any Service Modification prorated among all users of the Affected Services including Licensor and its businesses, including any increased costs required for the providing party to continue to provide the Affected Service as so modified. If the parties cannot agree upon commercially reasonable Service Modifications, taking into consideration any offer made by the party receiving such service to pay the incremental costs of any Service Modification, then the provider of the Affected Service shall no longer be obligated to provide the Affected Service. Notwithstanding the foregoing to the contrary, in the event that Licensor or its Affiliates generally discontinue any Affected Service that Licensor or its Affiliates had previously offered or provided in connection with Licensor’s and its Affiliates’ Lodging Business, to Licensor Lodging Facility franchisees or to other third parties, Licensor and its Affiliates shall no longer be required to provide that Affected Service to Licensee or its Permitted Affiliates, and in such case Licensor or its Affiliates shall, at Licensee’s request, cooperate with Licensee and its Permitted Affiliates to transition any such Affected Service to another service provider or to Licensee or its Permitted Affiliates, such transition costs to be at Licensee’s expense; provided, further, that any annual fees paid or payable for such Affected Service will be reasonably adjusted to reflect the impact of the changes to the Affected Service. Licensor covenants not to discontinue any Affected Service for a one (1) year period subsequent to the Effective Date. Notwithstanding any contrary provision of this Section 10.5(c), to the extent the Affected Services relate to or impact the services governed by the Gold Passport Participation Agreement, any changes, modifications or substitutions therefor shall be made in accordance with the terms and conditions of the Gold Passport Participation Agreement.

(d) Following the closing of the Sale Transaction, Licensor and Licensee will each designate, and notify each other in writing of, an individual within their respective organizations at the vice president level or above (“ Contact Person ”) that will serve as the key contact person for the other party. Although neither party will be obligated to communicate with the other party exclusively through the other party’s Contact Person, each such Contact Person will have the authority to communicate on behalf of their organization. Either party may change the individual designated at its Contact Person at any time upon notice to the other party. This provision shall not be construed to supersede the notice obligations under Section 19.2 of this Agreement.

(e) Licensor and Licensee shall hold an annual meeting for the following calendar year to discuss compliance, customer satisfaction, development issues, and any significant systemic program or system changes proposed by Licensee, which meeting may be held concurrently with the Annual Marketing Support Meeting contemplated in Section 10.1(a) above or at another time mutually agreed to by the parties. Either party may request additional meetings if desired, and the other party shall reasonably consider such request.

ARTICLE 11

REPAIRS AND MAINTENANCE; CONDEMNATION

Section 11.1 Condition of Projects. Licensee and its Permitted Affiliates will use all commercially reasonable efforts to cause all of the applicable Owners’ Associations to maintain the Projects in good repair and first-class condition and in conformity with Applicable Law and the applicable Brand Standards. Licensee and its Permitted Affiliates will use commercially reasonable efforts to cause within a reasonable period of time such Owners’ Association to approve and fund the cost of all repairs and alterations at the Projects. Any work which requires Significant Capital Expenditures for any Project, including those that affect the design, character, appearance or fire and life safety elements of any Project, will be carried out in accordance with the process set forth in Section 7.2 of this Agreement. However, repairs and maintenance that are conducted in the ordinary course of business shall be done in conformity with the applicable Brand Standards but not be subject to the process set forth in Section 7.2 of this Agreement. For the purposes of this Section 11.1 and Section 11.2 below, “commercially reasonable efforts” shall include Licensee, its Permitted Affiliate or Permitted Sublicensee, in its role as manager, within a reasonable period of time and/or in reasonable phases, applying one or more of the following as is reasonably necessary or appropriate (i) reasonably endeavoring to propose annual budgets to such Owners’ Association that are adequate to permit such Owners’ Association to comply with the Brand Standards and the requirements of this Section 11.1 and Section 11.2 below, (ii) with respect to Controlled Owners’ Associations, reasonably endeavoring to increase maintenance fees and/or passing special assessments to the extent permitted by Applicable Law and the Owners’ Association governing documents that are adequate to permit such Owners’ Association to comply with the Brand Standards and the requirements of this Section 11.1 and Section 11.2 below, (iii) using reasonable efforts to seek a Member vote of such Owners’ Association when Applicable Law or the Owners’ Association governing documents require a Member vote to approve the increase in maintenance fees and/or special assessments that are adequate to permit such Owners’ Association to comply with the Brand Standards and the requirements of this Section 11.1 and Section 11.2 below, and then voting its voting interests, if any, in favor of such matters presented for a Member vote, and/or (iv) in the case of Non-Controlled Owners’ Associations, using its commercially reasonable efforts to cause a Member vote of such Owners’ Association to approve the increase in maintenance fees and/or special assessments (in accordance with Applicable Law and the Owners’ Association governing documents) that are adequate to permit such Owners’ Association to comply with the Brand Standards and the requirements of this Section 11.1 and Section 11.2 below, and then voting its voting interests, if any, in favor of such matters presented for a Member vote. Licensor acknowledges that Licensee’s commercially reasonable efforts with respect to the Northstar Licensed Residential Project will be limited to enforcing its contractual rights against the applicable Management Company under the then-effective club affiliation agreement for the Northstar Licensed Residential Project.

Section 11.2 Renovations; Replacements. Licensee will (and, as applicable, will use commercially reasonable efforts to cause all applicable Owners’ Associations to) replace Soft Goods and Case Goods in compliance in all material respects with the applicable Brand Standards and to comply with the Quality Assurance Program. In connection with replacements in the immediately preceding sentence, the replacement of all Soft Goods or all Case Goods, as the case may be, will be done, unless a phasing schedule is otherwise agreed upon, at the same time for each phase of a Project.

Section 11.3 Condemnation and Casualty.

(a) Licensee must immediately notify Licensor of any proposed taking of any portion of any Project by eminent domain, condemnation or expropriation. If Licensor and Licensee agree that all or a substantial portion of such Project is to be taken, condemned or expropriated, then Licensor may issue a

notice of termination to Licensee and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon such taking becoming effective.

(b) If a Project is damaged by fire or other casualty, Licensee must notify Licensor immediately. If Licensee notifies Licensor within a reasonable time after the casualty that it intends to repair or cause to be repaired the damage and operate the Project, then Licensee shall (and, as applicable, use commercially reasonable efforts to require the applicable Owners’ Association to) repair the damage promptly according to the applicable Brand Standards and this Agreement’s other terms and conditions. If Licensee either fails to notify Licensor within a reasonable time after the casualty that it (or the Owners’ Association, as applicable) intends to repair the damage and operate the Project, or notifies Licensor that Licensee (or the Owners’ Association, as applicable) elects not to repair the damage and operate the Project, then Licensor may issue a notice of termination to Licensee and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon such notice; provided, however, Licensor acknowledges that if Licensee or the applicable Owners’ Association elects to repair the damage over a period of time due to the need to both approve the required work and raise the necessary funds through special assessments, budgetary increases or otherwise, then the parties will use commercially reasonable efforts to enter into a Remediation Arrangement which sets forth the plan, agreement, budget and schedule for implementation of the necessary repairs. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default with respect to such Project. Licensee shall have sixty (60) days following notice of default to enter into a System Removal Agreement or Non-Renewal Agreement, as applicable. If Licensee fails to execute the System Removal Agreement or Non-Renewal Agreement, as applicable, within such sixty (60) day period, then Licensor may terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon such notice.

ARTICLE 12

PROPRIETARY MARKS AND INTELLECTUAL PROPERTY

Section 12.1 Licensor’s and Licensee’s Representations and Responsibility Regarding the Licensed Hyatt Marks.

(a) Licensor has provided Licensee with a list of all trademark registrations and applications for the Licensed Hyatt Marks, the jurisdictions in which the registrations are active or applications for such Licensed Hyatt Marks are pending, and the registration or application status of each such trademark registration or application on a jurisdiction-by-jurisdiction basis. Licensor hereby represents that such list is accurate, true, correct and complete to the best of Licensor’s actual knowledge after reasonable investigation as of the Effective Date hereof. Licensor shall update such list upon the written request of Licensee, but no more frequently than annually.

(b) Licensor has provided to Licensee with a list of (i) all Licensed Hyatt Marks that the Acquired Companies or their Affiliates are currently using as of the Effective Date or intend to use in connection with the Licensed Business that are not included in the list of Licensed Hyatt Marks that Licensor has provided to Licensee under Section 12.1(a) above, and (ii) the jurisdictions in which (A) there are Projects; (B) there is a Sales Facility, Marketing Facility or sales or marketing office related to the Licensed Shared Ownership Business; (C) the Acquired Companies or their Affiliates are marketing or selling Licensed Shared Ownership Products (but in which there are no physical Sales Facilities, Marketing Facilities or sales or marketing offices); or (D) the Acquired Companies or their Affiliates operate or control a website under a country-code top-level domain used to promote the Licensed Shared Ownership

Business. Licensor hereby represents that such lists are accurate, true, correct and complete to the best of Licensor’s actual knowledge as of the Effective Date.

(i) (A) The Licensed Hyatt Marks are valid, and the applications for the registered Licensed Hyatt Marks as identified on the list provided by Licensor to Licensee pursuant to Section 12.1(a) above are pending and in good standing and (B) to Licensor’s actual knowledge, the registered marks as identified on the list provided by Licensor to Licensee pursuant to Section 12.1(a) are valid, the applications for the registered Proprietary Marks as identified on the list provided by Licensor to Licensee pursuant to Section 12.1(a) above are pending and in good standing;

(ii) Licensor and/or its Affiliates are the owners or licensees of all right, title, and interest in and to the System (other than Electronic Systems provided by or licensed by third parties), Proprietary Marks and the goodwill associated with and symbolized by the Proprietary Marks, and the domain name “hyatt.com”, and other domain names used in connection with the Licensed Business;

(iii) Licensor or its Affiliates own the trademark registrations and applications for (or have the right to use and sublicense) the Licensed Hyatt Marks for the goods and services identified in the registrations and applications and in the jurisdictions as identified on the list provided by Licensor to Licensee pursuant to Section 12.1(a) above;

(iv) Licensor has the right to grant the license the rights granted pursuant to this Agreement, subject to the following: (A) neither Licensor nor its Affiliates own trademark registrations or applications for the Licensed Hyatt Marks for some or all of the Licensed Services in every country or jurisdiction of the Territory and some countries or jurisdictions do not permit registration of service marks or do not have trademark registration systems (each, an “ Unregistered Area ”), and (B) Licensor or its Affiliates may own trademark registrations for the Licensed Hyatt Marks for the Licensed Services in countries or jurisdictions in the Territory in which it does not currently render Licensed Services and/or hotel services under the Licensed Hyatt Marks, and some of these registrations may be susceptible to cancellation in whole or in part (“ Maintained Registrations ”). With respect to any country or jurisdiction in which Licensee has a good faith, commercially reasonable expectation that it may conduct the Licensed Business under the Licensed Hyatt Marks, Licensee may request that Licensor disclose whether such country or jurisdiction may have a Maintained Registration based on the information possessed by Licensor at the time; provided, however, in no event shall Licensor be required to obtain opinions or other advice from counsel regarding the potential vulnerability of the registration;

(v) There are no claims, litigation, or proceedings completed, pending or, to the best of Licensor’s actual knowledge, threatened in writing, or agreements entered into, that might affect its right to grant the license rights granted pursuant to this Agreement or Licensee’s exercise of the license rights granted pursuant to this Agreement; and

(vi) Licensor owns or has the right to use the Licensor Intellectual Property, Branded Elements and/or the System which are licensed to Licensee hereunder, free and clear of liens and security interests or other restrictions or claims thereon.

(d) Licensor covenants with respect to the Licensed Hyatt Marks that:

(i) Subject to Section 12.1(d)(ii) below, it will take or will cause to be taken all commercially reasonable steps necessary to preserve and protect the ownership and validity of and goodwill associated with the Licensed Hyatt Marks; provided, however, that Licensor will not be required to maintain any particular registration or application for the Licensed Hyatt Marks that Licensor reasonably determines cannot or should not be maintained, and Licensor will not be required to take action against any third-party trademark, name or other identifier that Licensor reasonably determines cannot or should not be challenged unless such determination will materially and adversely affect any Projects or the Licensed Business in any jurisdictions in which Licensee is then using the Licensed Hyatt Marks; and

(ii) (A) If Licensee has a commercially reasonable expectation that it may conduct the Licensed Business under the Licensed Hyatt Marks in a jurisdiction in which it is not conducting the Licensed Business (“ New Jurisdiction ”), Licensee will provide notice to Licensor of the New Jurisdiction(s) as soon as reasonably practicable prior to conducting the Licensed Business under the Licensed Hyatt Marks or entering into any sublicense agreement under Article 5 of this Agreement, in any New Jurisdiction. Upon receipt of such notice(s), Licensor agrees to consult with Licensee in order for Licensee to understand the likelihood of success if Licensee requests that Licensor or its Affiliate file and prosecute new trademark application(s), or continue to use commercially reasonable efforts to prosecute any then-pending trademark applications, subject to any prior or superior third-party rights in that country or jurisdiction and the laws and regulations of that country or jurisdiction. Licensor shall not be obligated to incur any expense in connection with such consultation. If Licensee, after such consultation, notifies Licensor in writing to proceed with the filings in the manner referred to above, then the prosecution of the new or pending trademark applications shall be at Licensee’s expense. Licensor shall have no obligation to file applications for or otherwise obtain any trademarks that have previously been registered or applied for by third parties or with respect to which there are prior users or prior conflicting rights held by third parties. Licensor agrees to consult with Licensee upon learning of third-party rights that may conflict with Licensor’s ability to obtain a registration in the New Jurisdiction; provided, however, that such consultation shall not, and is not intended to, modify the provision above that Licensor has no obligation to file or obtain such trademarks and that Licensor may make such determination in its sole and final discretion. Licensee shall have no claim against Licensor or its Affiliates with respect to, and neither Licensor nor its Affiliates shall be liable for, any failure by Licensor or its Affiliates to obtain registration of the Licensed Hyatt Marks in any Unregistered Area or its failure to retain any Maintained Registrations. Licensee shall have no right to use, sublicense, apply to register or otherwise register, or otherwise permit or consent to the use of, any of the Licensed Hyatt Marks for any purpose in any Unregistered Areas or in any jurisdictions which may have Maintained Registrations of which Licensee has been notified until Licensor has notified Licensee in writing that Licensee is authorized to use the Licensed Hyatt Marks in such jurisdiction(s).

(B) Licensor acknowledges that in certain circumstances Licensee or its Permitted Affiliates may need to pursue opportunities in New Jurisdictions prior to the time that Licensee has been notified by Licensor that Licensee or its Permitted Affiliates are authorized to use the Licensed Hyatt Marks in such New Jurisdictions and, notwithstanding Section 12.1(d)(ii)(A) above, such use will not be deemed a breach of this Agreement prior to Licensor notifying Licensee that a Licensed Hyatt Mark in a New Jurisdiction cannot be registered or cannot be used due to prior or superior third party rights. Until such time that Licensor has authorized Licensee’s or its Permitted Affiliate’s use of the Licensed Hyatt Marks in the New Jurisdiction, if Licensee or its Permitted

Affiliate elects to proceed with the use of the Licensed Hyatt Marks prior to receiving such notice, (x) such use shall be at Licensee’s or its Permitted Affiliates’ sole risk and Licensee shall indemnify Licensor as if such use were an unauthorized use pursuant to Section 15.1(a)(i) of this Agreement (provided upon such indemnification such use will not be a breach of this Agreement), and (y) notwithstanding anything in Section 15.1(b) of this Agreement to the contrary, Licensor will have no obligation to indemnify Licensee or its Permitted Affiliates for such use by Licensee or its Permitted Affiliates. If Licensor determines, and notifies Licensee, that a Licensed Hyatt Mark in a New Jurisdiction cannot be registered or cannot be used due to prior or superior third party rights, Licensee and its Permitted Affiliates shall cease any use that either of them commenced with respect to the applicable Licensed Hyatt Mark under this Section 12.1(d)(ii)(B) promptly following receipt of such notice.

(e) If, following the Effective Date, Licensor or its Affiliates secure a trademark registration for the applicable elements of the Licensed Business for the registered services (that are Licensed Services) under the applicable Licensed Hyatt Mark in any portion of the Excluded Area, Licensee will be granted the right to use the Licensed Hyatt Marks and the System pursuant to Section 2.1(a) of this Agreement in the subject portion of the Excluded Area, but only with respect to the specific Licensed Services covered by the newly secured registration.

Section 12.2 Licensee’s Use of System and Licensor Intellectual Property.

(a) With respect to Licensee’s use of the System and Licensor Intellectual Property under this Agreement:

(i) Licensee, its Permitted Affiliates and Permitted Sublicensees will use the System, the Branded Elements and Licensor Intellectual Property only as and in the form and manner expressly authorized by Licensor in this Agreement or as otherwise expressly authorized by Licensor in writing. Unauthorized use of Licensor Intellectual Property by Licensee, its Permitted Affiliates and Permitted Sublicensees will constitute an infringement of Licensor’s rights as well as a material default under this Agreement. Licensor shall provide written notice of any such alleged unauthorized use and infringement to Licensee, which will include a detailed explanation of such unauthorized use of Licensor Intellectual Property including specifically which Project or Projects were involved in such unauthorized use. Licensee, its Permitted Affiliate or Permitted Sublicenses shall have thirty (30) days following Licensee’s receipt of Licensor’s written notice to take corrective actions to cease or correct such unauthorized use and if such corrective action is not completed within such thirty (30) day period but Licensee, its Permitted Affiliates or Permitted Sublicensees are diligently pursuing such corrective actions, Licensor shall grant an additional sixty (60) day cure period to Licensee. If such corrective action is not completed by the end of such additional sixty (60) day period, the failure to do so shall be deemed a default and Licensor may issue a notice of default (A) under Section 17.1(a)(viii) of this Agreement with respect to any affected Projects and exercise all remedies thereunder; provided, however, with respect to immaterial unauthorized uses, Licensor’s remedies shall be limited to those set forth in Section 17.1(b)(i) of this Agreement, or (B) under Section 17.4 of this Agreement with respect to System-wide unauthorized uses and exercise all remedies thereunder.

(ii) Licensee, its Permitted Affiliates and Permitted Sublicensees will use the Licensed Hyatt Marks only in the same places, combination, arrangement, and manner as used as of the Effective Date by the Acquired Companies or provided in the Brand Standards as permitted by this Agreement or approved by Licensor in writing.

(iii) Prior to Licensee’s use of the Licensed Hyatt Marks, Licensor shall approve, in writing, such use by Licensee in order to confirm compliance with the requirements of the Brand Standards and this Agreement in accordance with the timing, review and approval procedures of Licensor for Marketing Content submitted by Licensee to Licensor pursuant to Sections 8.5(a) or 8.5(b) of this Agreement.

(iv) Licensee, its Permitted Affiliates and Permitted Sublicensee will use the symbol “®,” “TM,” “SM” or such symbols or words as Licensor may designate in writing to use with or otherwise protect the Licensed Hyatt Marks;

(v) Licensee will identify itself as a licensee of Licensor and the owner and/or operator of the Licensed Business and each Project as allowed or required by Licensor under the Brand Standards.

(vi) (A) Except as otherwise approved by Licensor in writing or as otherwise expressly permitted under this Agreement, Licensee shall not, at any time, include the name “Hyatt” or any other Licensor Intellectual Property or any similar marks in its corporate name or in the corporate name of any of its Affiliates, Permitted Sublicensees or any Owners’ Associations of any of the Projects; provided, however, a Licensed Club, the Project names, existing Owners’ Association names and Acquired Companies and their Affiliates (that remain as such after the closing of the Sale Transaction) that currently include the name “Hyatt” or any other Licensor Intellectual Property or any similar marks in their corporate names shall continue to use such names after the closing of the Sale Transaction, subject to Section 12.2(a)(vi)(B) below;

(B) Within sixty (60) days after the closing of the Sale Transaction, any use of names provided in Section 12.2(a)(vi)(A) above as corporate names shall be discontinued and such corporate names shall be changed to names that do not use the word “Hyatt” or any of Licensor’s or its Affiliates’ other trademarks or trade names or any similar trademarks or trade names;

(vii) Licensee does not have any right to and will not Transfer, sublicense, or allow any Person to use any of the Licensor Intellectual Property, except as expressly permitted in this Agreement (Licensee’s and its Affiliates’ continued use thereof for resort directory purposes is expressly permitted);

(viii) Licensee will not use the Licensor Intellectual Property to incur any obligation or indebtedness on behalf of Licensor or any of its Affiliates;

(ix) Licensee will not apply for trademark or service mark registration of any Proprietary Mark, any variation thereof, or any mark determined by Licensor in its reasonable business judgment to be confusingly similar to, or that includes, any Proprietary Mark in the United States or any other country or jurisdiction. If Licensee requests that Licensor file an application for a new trademark that includes any Proprietary Mark which is related to a new program or initiative under the Licensed Business and Licensor approves such request, Licensor will file such application at Licensee’s expense. If Licensee wishes to modify an existing Licensed Hyatt Mark and requests that Licensor file an application for such modified Licensed Hyatt Mark, and Licensor approves such request to modify, Licensor will file such application, but Licensee must reimburse Licensor for all costs and expenses (all of which costs and expenses must be pre-approved by Licensee) related to such application (including without limitation the costs for conducting a trademark search, filing and prosecuting an application through to registration, maintenance of any

resulting registrations (unless such resulting registration replaces an existing registration that is not maintained), and any related appeals, proceedings, disputes, oppositions and litigation); provided that Licensee shall be given access to all search results, office actions and correspondence relating thereto, and shall have the right to request that Licensor withdraw, abandon or otherwise discontinue such applications, after which it shall have no further liability for such costs and expenses should Licensor continue with the filing;

(x) If, notwithstanding the terms of this Agreement, Licensee or any of its Permitted Affiliates registers or has registered or directly or indirectly controls any domain name that is determined by Licensor in its reasonable business judgment to be confusingly similar to the domain names owned by Licensor or its Affiliates as described in Section 12.2(b)(i) below or that incorporate any of the Proprietary Marks (or any confusingly similar variation thereof), Licensee or its Permitted Affiliates, as applicable, must unconditionally assign such domain names to Licensor or its Affiliate upon Licensor’s written request but such assignment will be “as is” (a list of domain names and email addresses approved by Licensor as of the Effective Date for use by Licensee or any of its Permitted Affiliates is set forth on Schedule 12.2(a)(x) );

(xi) Licensor hereby approves “Hyatt Residence Club” and “Hyatt Vacation Ownership” as a business, trade, fictitious, assumed or similar name for use by the Licensed Club and the Acquired Companies and their Affiliates as of the Effective Date, which Licensor authorizes Licensee to continue to use subsequent to the Effective Date. Licensor and Licensee will consult with respect to any additional business, trade, fictitious, assumed or similar names which Licensee or its Permitted Affiliates may want to use subsequent to the Effective Date in connection with the Licensed Business and Licensor will approve or reject the use of such names in its reasonable business judgment; provided, however, Licensor may approve or reject the use of such names in its sole discretion if such names include any of the Proprietary Marks. Licensee will obtain Licensor’s approval of, and will comply with Licensor’s instructions in filing and maintaining, any required business, trade, fictitious, assumed, or similar name registrations containing the Licensed Hyatt Marks. Licensee will also execute any documents and take such other action deemed reasonably necessary by Licensor or its counsel to protect and enforce the Proprietary Marks or maintain their validity and enforceability at Licensor’s expense. Notwithstanding the foregoing, Licensor hereby approves of Licensee and its Affiliates continued use of the names “Hyatt Residential Group”, “Hyatt Residential Marketing Corporation” and “Hyatt Residential Management Corporation” for signage (including, without limitation, exterior and interior signs, and etchings on doors or monuments) that include such names and exist as of the Effective Date, until (unless otherwise agreed by the parties) the earlier to occur of the third (3 rd ) anniversary of the Effective Date or the date the use of each such signage is phased out in a manner reasonably determined by Licensee, and for printed materials (including, without limitation, business cards of corporate executives of the Acquired Companies) that include such names and exist as of the Effective Date, until all such materials have been used or exhausted; and

(xii) If litigation or other demand or action involving the Licensor Intellectual Property is instituted or threatened in writing against Licensee or any notice of such infringement is received by Licensee, or if Licensee becomes aware of any infringement or other violation of the Licensor Intellectual Property by Licensee or a third party, Licensee will promptly notify Licensor in writing and will cooperate fully with Licensor and comply with Licensor’s instructions in connection with Licensor’s defense, prosecution or settlement of such litigation, notice, infringement or violation (at no expense to Licensee), including but not limited to participating as a necessary party in pursuing such litigation. Licensor shall have sole right and responsibility for enforcing the Licensor Intellectual Property at its sole discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts; and

(xiii) Upon termination of this Agreement pursuant to Article 17 of this Agreement or otherwise, Licensee, its Permitted Affiliates and Permitted Sublicensees will cease using the Licensed Hyatt Marks as specified in Article 18 of this Agreement, including all uses of the Licensed Hyatt Marks together with the Licensee Marks as authorized pursuant to this Section 12.2.

(b) Licensee agrees that:

(i) the Proprietary Marks are subject to replacement, addition, deletion, and other modification by Licensor (or the Affiliate that owns the Proprietary Marks) in its sole discretion, but on a Non-discriminatory Basis. In such event,

(A) Subject to Section 6.2 of this Agreement and any other provisions of this Agreement, Licensor may require Licensee to discontinue or modify Licensee’s use of any of the Licensed Hyatt Marks or to use one or more additional or substitute or modified marks; provided, however, that Licensor shall not amend, modify, delete, or change the word “Hyatt” in any of the Licensed Hyatt Marks described in clauses (i) through (iii) of the definition of “Licensed Hyatt Marks” as used in connection with the Licensed Business (other than the appearance, including the color, font, stylization, script, or format of the word “Hyatt” used as part of such Licensed Hyatt Marks) without Licensee’s prior written consent, which it may grant or withhold in its sole discretion; and

(B) Licensor may require that Licensee bear the costs related to such replacement, addition, deletion, or other modification in respect of the Licensed Business; provided, however, that Licensor shall treat Licensee no less favorably than Licensor treats franchisees or licensees of Licensor Lodging Facilities with respect to such costs, or the economic equivalent thereof.

(ii) During the Term and thereafter, Licensee will not directly or indirectly (A) attack or otherwise challenge the ownership, title or rights of Licensor or its Affiliates in and to any part of Licensor Intellectual Property, the Branded Elements or the System; (B) contest the validity of any part of Licensor Intellectual Property, the Branded Elements or the System, or the right of Licensor to grant to Licensee the use of any part of Licensor Intellectual Property, the Branded Elements or the System (other than Licensor’s Electronic Systems provided by or licensed by third parties) in accordance with this Agreement; (C) take any action or refrain from taking any action that is reasonably likely to impair, jeopardize, violate, or infringe any part of the System; (D) claim adversely to Licensor or its Affiliates any right, title, or interest in and to the System; (E) assert any interest in all or any part of the System or the Licensor Intellectual Property by virtue of a constructive trust; (F) misuse or harm or bring into dispute the System; or (G) make any demand, or serve any notice orally or in writing, on a third party or institute any legal action against a third party, or negotiate, litigate, compromise or settle any controversy with a third party in relation to any claim, suit or demand, involving the Licensor Intellectual Property without first obtaining Licensor’s consent, which consent may be granted or withheld in Licensor’s sole discretion; provided, however, that nothing herein shall be construed as restricting Licensee’s rights with respect to its defense to any claim against it by Licensor under this Agreement;

(iii) Licensee has no Ownership Interest in the System (including any modifications, derivatives or additions thereto proposed by or on behalf of Licensee, its Permitted Affiliates or Permitted Sublicensees (for purposes hereof, collectively, “modifications”)), and Licensee’s use of the System in connection with the operation of the Licensed Business and the Projects will not give Licensee any Ownership Interest therein. Licensee hereby assigns (and will cause each of its

employees or independent contractors who contributed to such modifications to assign) to Licensor, in perpetuity throughout the world, all rights, title and interest (including the entire copyright and all renewals, reversions and extensions thereof) in and to all modifications to the Licensor Intellectual Property and other aspects of the System proposed or created by or on behalf of Licensee, its Permitted Affiliates or Permitted Sublicensees. Licensee waives (and will cause each of its employees or independent contractors who contributed to such modifications to waive) all rights of “droit moral” or “moral rights of authors” or any similar rights that Licensee (or its employees or independent contractors) may now or hereafter have in such modifications, and Licensee disclaims any interest in such modifications by virtue of a constructive trust. Licensee agrees to execute (or cause to be executed) and deliver to Licensor any documents and to do any acts that may be reasonably deemed necessary by Licensor to perfect or protect the title in the modifications herein conveyed, or intended to be conveyed now or in the future in all cases at Licensor’s expense;

(iv) All goodwill arising from Licensee’s use of Licensor Intellectual Property, the Branded Elements or the System (other than Licensor’s Electronic Systems provided by or licensed by third parties) will inure solely and exclusively to Licensor’s benefit, and upon expiration or termination of this Agreement, no monetary amount will be assigned as attributable to any goodwill associated with Licensee’s use of any aspect of Licensor Intellectual Property, the Branded Elements or the System; and

(v) To the extent required by or advisable under Applicable Law, Licensee will cooperate in good faith with any reasonable requests from Licensor to record this Agreement or any summary or abstract thereof.

Section 12.3 Licensee’s Use of Other Marks.

(a) Except as expressly permitted under this Agreement, Licensee will not use in any manner any of the System in connection with any Other Mark(s) (other than the Licensee Marks), without Licensor’s prior written approval in Licensor’s sole discretion.

(b) Licensee will not use any name or Other Mark (other than the Licensee Marks) in connection with the Licensed Business or the Projects that may infringe upon, or be confusingly similar to, dilute or otherwise violate a third party’s trade name, trademark, or other rights in intellectual property.

(c) Except as otherwise expressly permitted by Sections 8.3 and 8.5 of this Agreement or as required by Applicable Law or contractual obligations of Licensee as of the Effective Date, Licensee will not use or permit the use of any Other Mark (except for the Licensee Marks) in connection with the Licensed Business or the Projects or in any Marketing Content, advertising of, for, relating to or involving the Licensed Business or the Projects or its operation without Licensor’s prior approval, which shall not be unreasonably withheld, conditioned, delayed or denied.

Section 12.4 Licensee Websites.

(a) The Acquired Companies have established and Licensee, its Permitted Affiliates and Permitted Sublicensees intend to continue the use of (i) one or more public Internet websites to advertise and promote the Licensed Business and the Projects (“ Licensee’s S&M Website ”), and (ii) one or more password protected websites to communicate with Members of a Licensed Club and other owners of

Licensed Shared Ownership Products and allow such Members and owners to reserve the use of Licensed Shared Ownership Units at Licensed Shared Ownership Projects, Affiliated Unbranded Shared Ownership Projects or otherwise (“ Licensee’s Club Website ” and, together with Licensee’s S&M Website and any other websites and social media pages, accounts and applications established or used during the Term which use any of the Licensed Hyatt Marks, collectively, “ Licensee’s Websites ”). Licensor acknowledges and agrees that, as of the Effective Date, all aspects of Licensee’s Websites existing as of the Effective Date comply with the Brand Standards and the requirements of Section 13.2 of this Agreement. Except as permitted with respect to Licensee’s Websites, Licensee will not display the Licensed Hyatt Marks or associate the System with (through a link or otherwise) any website, electronic Marketing Content, domain name, address, designation, or listing on the Internet or other communication system, except in compliance in all material respects with the applicable Brand Standards and with the prior written consent of Licensor. Licensee shall operate and maintain Licensee’s Websites such that (i) the form, content and appearance of the Licensed Hyatt Marks that appear on Licensee’s Websites, and any modifications thereto by Licensee, comply with all applicable Brand Standards before being made generally available on the Internet; and (ii) Licensee’s Websites comply with the requirements of Section 13.2 of this Agreement and the applicable Brand Standards related thereto. Licensor acknowledges that if Licensee desires to make any changes to the content of the Licensee’s Websites, then such changes will be subject to Licensor approval in accordance with Section 8.5(a) or (b) of this Agreement; provided nothing herein shall be construed as prohibiting Licensee from making changes to the content immediately as required by Applicable Law. For the period while Licensor is hosting a Licensee’s Website, if Licensee wants to make any functionality or workflow modifications to such Licensee’s Website which do not consist of prohibited Changes (as such term is defined in Section 12.4(b) below), then Licensee and Licensor will follow the procedures set forth in Exhibit H .

(b) Licensee agrees that Licensor will be the registrant (i.e., registered owner) of the domain names for the Licensee’s Websites and all other domain names that contain or are comprised of any of the Licensed Hyatt Marks or are similar to the Licensed Hyatt Marks now and in the future (collectively, “ Licensed Domains ”), and that all Licensed Domains will be registered and maintained with Licensor’s domain name registrar (the “ Registrar ”). For so long as Licensor hosts the Licensee’s Websites, Licensee shall pay Licensor a hosting fee (a “ Hosting Fee ”) for hosting and maintaining Licensee’s Websites, which Hosting Fee will be included in the amounts paid pursuant to the Hotel Reservation System Services Agreement. Licensor’s hosting of the Licensee’s Websites shall be in accordance with service levels generally provided to franchisees, licensees, owners, managers and other parties in connection with Licensor Lodging Facilities. Licensor will have a “parent account” at the Registrar (which Licensor may not assign except to an Affiliate of Licensor or in connection with a Transfer permitted by Section 16.2 of this Agreement), and Licensee will have a “child account” at the Registrar under Licensor’s parent account for purposes of registering and managing all Licensed Domains that Licensee is permitted to use under this Agreement. Licensee will serve as and be identified as the administrative and technical contacts for the Licensed Domains, and Licensee will be solely responsible for the use and maintenance of the Licensed Domains (including without limitation controlling the child account and the user name and password for that account, paying all registration and renewal fees, maintaining and updating the domain name services’ records for the domain names of the Licensee’s Websites and any other Licensed Domains, and maintaining accurate contact information on the WHOIS records for the administrative and technical contacts). However, Licensor has the option, but is not required, to pay registration and renewal fees and take any actions to prevent the cancellation or expiration of any of the Licensed Domains. Licensee will not directly or indirectly: (i) delete or cancel any of the Licensed Domains without prior notice to Licensor and affording Licensor an opportunity to assume control or management of such Licensed Domains, (ii) transfer control or management of any of the Licensed Domains to a new registrar, (iii) transfer ownership of any of the Licensed Domains to an owner other than Licensor, (iv) except as consented to by Licensor, encumber any of the Licensed Domains in any way (collectively, the “ Changes ”), or (v) permit use of the Licensed Domains, directly or indirectly, in any manner inconsistent with the terms of this Agreement. Licensee’s

child account with the Registrar will not permit Licensee to make any Changes. Upon expiration or termination of the Agreement, Licensor will subsume Licensee’s child account into its parent account and will take over the disposition and management of all Licensed Domains in that account as Licensor may determine in its sole discretion, and Licensee will provide commercially reasonable cooperation necessary to carry this out. Licensor shall reasonably cooperate with Licensee in establishing appropriate forms of links or notices to both explain any changes and direct Members and customers to any new domains used by Licensee in connection with the Licensed Shared Ownership Business upon expiration or termination of this Agreement, and shall maintain such links or notices for at least one (1) year following such expiration or termination of this Agreement.

(c) In addition, Licensor will provide DNS hosting for Licensee, for so long as Licensee requests. If Licensee desires to provide its own DNS hosting, Licensor will assist in the transition. Licensor agrees to execute such documents and perform such acts as may be necessary for Licensee to assume responsibility under Licensor or its Affiliates’ agreements related to connectivity and the other items in this Section 12.4, as permitted under this Agreement.

(d) After March 1st of each calendar year during the Term, Licensee may request that Licensor provide Licensee with a written affirmation signed by an authorized agent of Licensor, that Licensor and its Affiliates have maintained, in all material respects, compliance with the PCI DSS standards and procedures adopted by Licensor, with respect to all Licensee Member Information in its possession for the preceding calendar year. Licensor shall provide such affirmation within ten (10) Business Days after its receipt of Licensee’s written request. In addition, Licensor will reasonably cooperate with Licensee to provide additional information required by a PCI acquirer, to the extent not prohibited by Applicable Law or Licensor’s Privacy Policy.

Section 12.5 Credit and Debit Cards.

(a) Licensee, its Permitted Affiliates and Permitted Sublicensees shall not use any of the Licensor Intellectual Property, including the Licensed Hyatt Marks or the Licensor Customer Information (other than included as part of the Licensee Member Information), to brand, co-brand, sponsor, market, promote or otherwise affiliate with a credit, charge or debit card other than through an arrangement with Licensor in connection with a “Hyatt” branded, co-branded, sponsored, marketed or promoted credit, charge or debit card.

(b) Licensee, its Permitted Affiliates and Permitted Sublicensees shall not market or promote the acquisition of a credit, charge or debit card at any Licensed Shared Ownership Projects, Affiliated Unbranded Shared Ownership Projects, Sales Facilities, Marketing Facilities or Licensed Residential Projects, or otherwise in connection with the Licensed Business, including using any customer-facing sales assets or facilities that contain or display any of the Licensor Intellectual Property (including phone numbers, websites, domain names, screen names, social networking names, email addresses, and customer information) or Branded Elements in connection with the marketing or promotion of the acquisition of a credit, charge or debit card, other than (i) in an arrangement with Licensor in connection with a “Hyatt” branded, co-branded, sponsored, marketed or promoted credit, charge or debit card, or (ii) in an arrangement that complies with Section 12.5(a) above, and each of the following, subject to Section 12.5(c) below: (A) such card may offer benefits to cardholders such as discounts on Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, or stays, products or services at Licensed Shared Ownership Projects or Affiliated Unbranded Shared Ownership Projects, but may not offer points or other benefits that consist of or are exchangeable into points under a Brand Loyalty Program, or usage rights for Licensed Shared Ownership Units or Shared Ownership Units at Affiliated Unbranded Shared Ownership Projects that may be used or converted into stays or other

benefits at Licensor Lodging Facilities, and (B) such card may not be branded or sponsored by any Lodging Competitor Brand or any brand of a Licensor SOI Competitor.

(c) Licensee shall only be obligated to participate in an arrangement with Licensor in connection with a “Hyatt” branded, co-branded, sponsored, marketed or promoted credit, charge or debit card provided that Licensor is complying with its obligations relating to such arrangement. Unless Licensee elects to no longer participate in such arrangement, so long as Licensee is participating in such an arrangement and Licensor is complying with its obligations relating to such arrangement, Licensee shall not have the right to enter into an arrangement described in clause (ii) of Section 12.5(b) above.

(d) Nothing in this Section 12.5 shall restrict Licensee from entering into (i) credit, charge or debit card acceptance, merchant, servicing, and similar arrangements in the ordinary course of business with credit, charge and debit card companies, or (ii) subject to Sections 8.3 and 8.5 of this Agreement, co-marketing, promotional and similar arrangements with credit, charge and debit card companies designed to promote the general awareness of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects to the card company’s customer base. With respect to clause (ii) in the previous sentence, Licensee is not permitted to use any Licensor Customer Information except to the extent such information or data is included in Licensee Member Information. For the avoidance of doubt, nothing in this Section 12.5 shall prevent Licensee, its Permitted Affiliates or Permitted Sublicensees from entering into arrangements with respect to credit, charge or debit card acceptance, merchant, servicing and similar arrangements, including co-branded, sponsored, marketed or promoted credit, charge or debit cards with respect to any business that is not a Licensed Business. For the avoidance of doubt, nothing herein shall prevent Parent or any other Affiliate of Licensee from offering or promoting a credit, charge or debit card in the name of Parent or any other Affiliate of Licensee, without using the Licensed Hyatt Marks, to the members of any Exchange Program operated by Parent or any other Affiliate of Licensee.

Section 12.6 Use of Licensee Marks.

(a) Licensee hereby consents to Licensor’s and its Affiliates’ use of the Licensee Marks in connection with the Licensed Business and the Projects (including in printed marketing and promotional materials, and on Licensor’s websites) and agrees that such consent shall remain in full force and effect until thirty (30) days following the termination of this Agreement for any reason. Licensor consents to Licensee’s use of the Licensee Marks in connection with the Licensed Hyatt Marks on the terms and conditions set forth in this Section 12.6.

(b) Licensee will use the Licensee Marks together with the Licensed Hyatt Marks only as authorized under this Agreement in connection with the Licensed Business and the Projects and only in accordance with applicable Brand Standards or as otherwise authorized in advance by Licensor in writing. Licensee will strictly conform all uses of the Licensee Marks together with the Licensed Hyatt Marks to the content, layout and graphic design of sample materials in accordance with the Brand Guidelines or as otherwise approved in advance by Licensor, and Licensee shall restrict such usage to types of activity, medium or signage in accordance with applicable Brand Standards or as otherwise specifically approved in advance by Licensor. Licensor’s use of the Licensee Marks shall meet the standards of this Section 12.6(b).

(c) Licensee will not file, seek or make any intellectual property registration containing any of the Licensee Marks together with any Licensed Hyatt Marks. If such filing is required by Applicable Law, such registration shall be subject to the prior written approval of Licensor and shall be made solely by Licensor. Licensee shall withdraw, cancel or assign to Licensor, at Licensor’s option, any unauthorized registration upon the request of Licensor. At Licensee’s request upon the expiration of the Term or

termination of this Agreement, Licensor shall withdraw or cancel any intellectual property registration containing any Licensee Marks together with Licensed Hyatt Marks.

(d) Upon termination of this Agreement pursuant to Article 17 of this Agreement or otherwise, Licensor will cease using the Licensee Marks as specified in Article 18 of this Agreement, including all use of the Licensee Marks together with the Licensed Hyatt Marks as authorized pursuant to this Section 12.6.

(e) Licensee acknowledges and agrees that (i) it shall not acquire any right, title or interest in or to the Licensed Hyatt Marks as a result of the use of the Licensee Marks together with the Licensed Hyatt Marks, (ii) all goodwill associated with the Licensed Hyatt Marks generated by their use together with the Licensee Marks shall inure solely to Licensor, and (iii) it shall not assert that the Licensed Hyatt Marks and the Licensee Marks when used together comprise a composite mark. Licensor acknowledges and agrees that (x) it shall not acquire any right, title or interest in or to the Licensee Marks as a result of the use of the Licensed Hyatt Marks together with the Licensee Marks, (y) all goodwill associated with the Licensee Marks generated by their use together with the Licensed Hyatt Marks shall inure solely to Licensee, and (z) except as necessary in connection with a filing by Licensor under Section 12.6(c) above it shall not assert that the Licensee Marks and the Licensed Hyatt Marks when used together comprise a composite mark.

(f) Licensee hereby acknowledges and agrees that if at any time the use of the Licensee Marks together with a Licensed Hyatt Mark in connection with the Licensed Business or any Project is challenged by a third party, Licensor may require that such use immediately cease or that the affected Licensee Marks be changed in a manner that resolves the challenge raised by the third party. Notwithstanding the potential requirement above by Licensor that Licensee cease using or use a changed Licensed Hyatt Mark upon a third-party challenge to the Licensed Hyatt Mark, if Licensee believes such challenge is without merit, Licensee may request that Licensor contest such challenge and Licensor shall determine how to proceed in Licensor’s discretion. Except as otherwise set forth in this Agreement, Licensee shall have sole responsibility for enforcing the Licensee Marks in its discretion and cost and is entitled to all settlements, damages, costs, attorneys’ fees or other amounts received from such enforcement efforts. To the extent any Licensee Mark is used in connection with any of the Licensed Hyatt Marks, enforcement of the Licensed Hyatt Marks is governed by Section 12.2(a)(xii) of this Agreement.

ARTICLE 13

CONFIDENTIAL INFORMATION; DATA PROTECTION LAWS

Section 13.1 Confidential Information.

(a) Licensee will not, during the Term or thereafter, without Licensor’s prior consent, which consent may be granted or withheld in Licensor’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Licensor Confidential Information or use the Licensor Confidential Information in any manner not expressly authorized by this Agreement. Licensee may divulge such Licensor Confidential Information only to such of the employees, agents, directors or attorneys of Licensee, its Permitted Affiliates and Permitted Sublicensees as require access to it in order to operate the Licensed Business and the Projects and to comply with Licensee’s obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality obligations substantially similar to those listed above. All other Persons, including, without limitation, any potential acquirer of Licensee, are “unauthorized” for purposes of this Agreement. Licensee agrees that the Licensor Confidential Information has commercial value and that Licensor and its Affiliates have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensor Confidential Information is proprietary and a trade secret of Licensor and its Affiliates. Licensee will be

liable to Licensor for any breaches of the confidentiality obligations in this Section 13.1(a) by its employees and agents. Licensee will maintain the Licensor Confidential Information in a safe and secure location and will immediately report to Licensor the theft or loss of all or any part of the Licensor Confidential Information. It will not be a violation of this Agreement for Licensee to disclose Licensor Confidential Information to the extent required by Applicable Law or a Governmental Authority, provided that Licensee provides Licensor with prior notice of such disclosure to allow Licensor, at its option and expense, to contest such disclosure.

(b) Licensor will not, during the Term or thereafter, without Licensee’s prior consent, which consent may be granted or withheld in Licensee’s sole discretion, copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any “unauthorized” Person any Licensee Confidential Information or use the Licensee Confidential Information in any manner not expressly authorized by this Agreement. Licensor may divulge such Licensee Confidential Information only to such of Licensor’s employees, agents, directors or attorneys as require access to it in order to comply with its obligations with respect to the operation of the Projects and the Licensed Business and its obligations under the Transaction Agreements, and only if such employees or agents are apprised of the confidential nature of such information before it is divulged to them and they are bound by confidentiality obligations substantially similar to those listed above. All other Persons, including, without limitation, any potential acquirer of Licensee, are “unauthorized” for purposes of this Agreement. Licensor agrees that the Licensee Confidential Information has commercial value and that Licensee, its Affiliates and Permitted Sublicensees have taken commercially reasonable measures to maintain its confidentiality, and, as such, the Licensee Confidential Information is proprietary and a trade secret of Licensee and its Affiliates. Licensor will be liable to Licensee for any breaches of the confidentiality obligations in this Section 13.1(b) by its employees and agents. Licensor will maintain the Licensee Confidential Information in a safe and secure location and will immediately report to Licensee the theft or loss of all or any part of the Licensee Confidential Information. It will not be a violation of this Agreement for Licensor to disclose Licensee Confidential Information to the extent required by Applicable Law or a Governmental Authority, provided that Licensor provides Licensee with prior notice of such disclosure to allow Licensee, at its option and expense, to contest such disclosure.

Section 13.2 Data Protection Laws; Data Security.

(a) Licensor has provided Licensee with a copy of Licensor’s Privacy Policy and confirms that Licensor’s Privacy Policy is in compliance with Applicable Law. Licensee shall comply with Licensor’s Privacy Policy; provided, however, if there is a conflict between Applicable Law and Licensor’s Privacy Policy, as determined by Licensee in the exercise of its reasonable business judgment, Licensee shall comply with Applicable Law and not Licensor’s Privacy Policy. In the event Licensor amends Licensor’s Privacy Policy, Licensor shall provide Licensee with notice of such changes upon their adoption. If Licensor effects a change to Licensor’s Privacy Policy that is not required by Applicable Law and that adversely affects the Licensed Business, then Licensee may develop and comply with its own privacy policy for the Licensee’s Websites, subject to Licensor approval, not to be unreasonably withheld, conditioned, delayed or denied. Licensor agrees that in the event Licensee or its Affiliate hosts Licensee’s Websites, then Licensee shall comply with the then current privacy policies and protocols of Licensee, as reviewed and approved by Licensor.

(b) Without limiting the foregoing and subject to compliance with Applicable Law, each party shall use commercially reasonable efforts to implement reasonable security measures designed to prevent unauthorized access to data relating to Licensor’s Lodging Business and/or the Licensed Business (including the Licensor Customer Information and the Licensee Member Information) under such party’s control, that shall at least: (i) ensure the security and integrity of Confidential Information and Personally Identifiable Information; (ii) protect against threats or hazards to the security or integrity of Confidential

Information and Personally Identifiable Information; and (iii) prevent unauthorized access to Confidential Information and Personally Identifiable Information. Such measures shall in no event be less stringent than (i) those used by such party to safeguard the Licensee Confidential Information and the Licensee Intellectual Property (in the case of Licensee) or the Licensor Confidential Information and the Licensor Intellectual Property (in the case of Licensor). Such measures shall include, where appropriate, use of updated firewalls, virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of access and incidents, periodic reporting, and prompt application of current security patches, virus definitions and other updates. If either party becomes aware of a suspected or actual breach of security involving Personally Identifiable Information, such party will notify the other party promptly after becoming aware of such occurrence and take all necessary steps (i) to investigate and remediate the breach, and (ii) prevent its recurrence.

(c) Each party shall do and execute, or arrange to be done and executed, each act, document and thing necessary or desirable to keep the other party and its Affiliates (and its Permitted Sublicensees in the case of Licensee) in compliance with any of the Data Protection Laws and Licensor’s Privacy Policy. Each party shall reimburse the other party and its Affiliates for any and all costs incurred in connection with the breach by such party of such Data Protection Laws or Licensor’s Privacy Policy. All Sublicense Agreements, Sublicense Documents and New Project Documents shall include data privacy and data security provisions reasonably acceptable to Licensor. The parties acknowledge and agree that the Data Protection Laws are subject to change by the applicable authorities in each jurisdiction. The parties shall equitably allocate costs associated with any such regulatory change that impacts a party’s operation of the Licensed Business.

(d) Each party represents, warrants and covenants that it will comply with all applicable Data Protection Laws. Licensor represents, warrants and covenants that, to the extent required by applicable Data Protection Laws, it has obtained and will continue to obtain the consent of all data subjects from which it collects Personally Identifiable Information for all processing and other uses and transfers of Personally Identifiable Information contemplated by this Agreement. Licensee represents, warrants and covenants that, to the extent required by applicable Data Protection Laws, it will obtain the consent of all data subjects from which it collects Personally Identifiable Information for all processing and other uses and transfers of Personally Identifiable Information contemplated by this Agreement.

(e) Each party shall keep the other party apprised of its measures undertaken in accordance with this Section 13.2. If a party reasonably determines that the measures undertaken by the other party, its Affiliates or, in the case of Licensee, any Permitted Sublicensees, are in violation of any of the Data Protection Laws or Licensor’s Privacy Policy or are otherwise deficient, then such party in violation shall fully comply with any reasonable additional policies and procedures that the other party may promulgate from time to time. Additionally, each party, its Affiliates and, in the case of Licensee, its Permitted Sublicensees, shall execute any agreements or other documents, and take any actions, that the other may require them to execute or take from time to time in furtherance of the implementation of Licensor’s Privacy Policy and Licensor’s reasonable interpretations thereof.

ARTICLE 14

ACCOUNTING AND REPORTS

Section 14.1 Books, Records, and Accounts.

(a) Licensee at its expense will maintain and preserve for at least the period of time required by Applicable Law, complete and accurate books, records, and accounts in accordance with United States generally accepted accounting principles, consistently applied, and Applicable Law, for the Licensed

Business, including, without limitation, each sale or rental of Shared Ownership Products and Residential Units and other information that Licensor reasonably deems necessary for Licensor to determine whether Licensee is in compliance with this Agreement. Licensee’s obligation to preserve such books, records and accounts will survive the expiration or termination of this Agreement.

(b) With respect to each Project, Licensee agrees to: (i) prepare on a current basis in a form reasonably satisfactory to Licensor, and preserve for at least four (4) years, complete and accurate records concerning Gross Sales Prices, Gross Rooms Revenue, Gross Rental Revenue, other Project revenues, and all financial, operating, marketing, and other aspects of the Project; and (ii) maintain an accounting system that fully and accurately reflects all financial aspects of the Project, including books of account, tax returns, governmental reports, daily reports, profit and loss and cash flow statements, balance sheets, and complete quarterly and annual financial statements relating to the Project.

Section 14.2 Reports.

(a) Licensee will, at its expense, submit to Licensor within thirty (30) days after the close of each calendar quarter (or calendar month in the case of clause (i) below) during the Term a statement, in a form reasonably required by Licensor, with such reasonable modification as Licensor may require from and after the Effective Date, containing specified sales information for such calendar quarter (or calendar month in the case of clause (i) below) with respect to the Licensed Business, including:

(i) aggregate initial sales relating to Gross Sales Prices, aggregate re-sales relating to Gross Sales Prices and the Project count (showing the number of open and operating Projects and the corresponding number of Shared Ownership Units in such Projects built and that have a certificate of occupancy) as of the end of each such calendar month;

(ii) a forecast of sales for the next calendar quarter;

(iii) aggregate Licensed Club Dues relating to participation in Licensed Clubs as of the end of each such calendar quarter;

(iv) aggregate Gross Rooms Revenue relating to the Hyatt Carmel Highlands Hotel as of the end of each such calendar quarter; and

(v) aggregate Gross Rental Payments relating to the applicable Projects and Licensed Club as of the end of each such calendar quarter (excluding those Gross Rental Payments on which Rental Royalty Fees are not paid in accordance with Section 3.2(d) of this Agreement), as well as the amount of Brand Loyalty Program points purchased by a Licensed Club in connection with the exchange by Members of their Shared Ownership Products during such calendar quarter.

(b) With respect to each Project, at Licensor’s request, Licensee must prepare and deliver to Licensor quarterly, and annual operating statements, profit and loss statements, balance sheets, and other reports relating to such Project that Licensor periodically requires, prepared in the form, by the methods, and within the timeframes that Licensor reasonably requires. Without limiting the generality of the foregoing, on or before the day of each quarter, Licensee agrees to prepare and send Licensor a statement for the previous quarter, certified by Licensee’s chief financial or principal accounting officer, listing Gross Sales Prices, Gross Rooms Revenue, Gross Rental Revenue, other Project revenues, room occupancy rates, reservation data, the amounts currently due under Article 3 of this Agreement, as applicable, and other information that Licensor deems useful in connection with the System. The statement will be in the form and contain the detail Licensor reasonably requests from time to time and may be used by Licensor for all reasonable purposes.

(c) Within ninety (90) days after the end of Licensee’s fiscal year, Licensee must send Licensor one or more of the following as Licensor may request, certified by Licensee’s chief financial or principal accounting officer to be true and correct: (i) complete financial statements relating to each Project for that fiscal year (including a balance sheet, statement of operations and statement of cash flow) prepared in accordance with generally accepted accounting principles consistently applied; and (ii) statements reflecting all Gross Sales Prices, Gross Rooms Revenue and Gross Rental Payments and all sources and amounts of other Project revenue generated during the year.

(d) Licensee will, at its expense, submit to Licensor within ninety (90) days following the end of each calendar year during the Term information regarding the length of the terms, renewal rights, and expiration dates of Owners’ Association management agreements for Projects then in effect.

(e) Licensee will, at its expense, deliver to Licensor promptly upon its receipt of all default notices and any other notices given or received that could reasonably be expected to have a material adverse effect on a Project or the Licensed Business under all Sublicense Agreements, Sublicense Documents, Existing Project Agreements, Existing Residential Project Agreements and New Project Documents. Upon Licensor’s reasonable written request, Licensee will, at its expense, deliver to Licensor promptly upon such request any reports given or received under all Sublicense Agreements, Sublicense Documents, Existing Project Agreements, Existing Residential Project Agreements and New Project Documents.

(f) Promptly after any change, circumstance, fact, event, occurrence, development, condition or effect that has been or would reasonably be expected to be material to the condition (financial or otherwise), operating results, business, assets, operations, prospects, employee relations or customer or supplier relations of (x) any Project, or (y) the Licensed Business, taken as a whole, Licensee shall provide Licensor with notice of such material event and a detailed explanation thereof, including any planned response by Licensee, its Permitted Affiliates or Permitted Sublicensees; provided , however , that none of the following changes, circumstances, facts, events, occurrences, developments, conditions or effects shall require the foregoing notice: (i) any change after the Effective Date generally affecting the international or U.S. economy or political or financial market conditions; (ii) any change after the Effective Date generally affecting the Licensed Business; (iii) any change in the Licensed Business after the Effective Date resulting from the performance or announcement of the Sale Transaction and this Agreement, including any litigation resulting therefrom, and any materially adverse change in customer, client, supplier, employee, financing source, partner or similar relationships resulting therefrom; (iv) any change after the Effective Date arising from or relating to compliance by Licensee and its Permitted Affiliates with the terms of this Agreement, or action taken, or failure to act at the request of Licensor; (v) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity after the Effective Date or any material worsening of such conditions existing as of the Effective Date; (vi) any hurricane, earthquake, flood or other natural disasters or acts of God after the Effective Date; (vii) changes in GAAP or any interpretations thereof by any Governmental Authority after the date hereof; or (viii) changes in any Applicable Law or interpretations thereof by any Governmental Authority after the date hereof; so long as, in the case of clauses (i), (ii), (v), (vii) and (viii), Licensee and its Permitted Affiliates are not affected thereby in a materially disproportionate manner relative to other businesses in the Shared Ownership Business.

(g) All non-public information provided by Licensee pursuant to this Section 14.2 shall be treated as Licensee Confidential Information by Licensor.

Section 14.3 Licensor Examination and Audit of Licensee’s Records.

(a) During the Term, and for three (3) years following the Term, Licensor and its authorized representatives have the right, at any time (but not more than once per calendar year, unless an audit reveals

an understatement of five percent (5%) or greater in such year), upon reasonable notice to Licensee, to: (i) examine all books, records, and accounts of Licensee for the three (3) years preceding such examination that relate to support for calculation of the Royalty Fees and other amounts payable under this Agreement where the calculation of such amount depends on information provided by Licensee and copy such information that is reasonably necessary for, and relevant to, such audit; and (ii) have an independent audit made of any of such books, records, and accounts. Licensee will provide such other assistance as may be reasonably requested related to the audit. If an examination or audit reveals that Licensee has made underpayments to Licensor or any of its Affiliates, Licensee will promptly pay to Licensor or such Affiliate upon demand the amount underpaid plus interest on the underpaid amount which will accrue thereon at a rate per annum equal to the Interest Rate from the date such amount was due until paid. If Licensee in good faith disputes that there was an underpayment, senior executives or their designated representatives for both parties will review the books and records in a cooperative manner in an attempt to resolve any discrepancy.

(b) If an examination or audit discloses an understatement of payments due to Licensor of five percent (5%) or more for the period being examined or audited, or if the examination or audit reveals that the accounting procedures are insufficient to determine the accuracy of the calculation of any payments due, Licensee will reimburse Licensor for all reasonable costs and expenses connected with the examination or audit (including reasonable accounting and lawyers’ fees). If the examination or audit establishes a pattern of underreporting, Licensor may require that the financial reports due under Section 14.2 of this Agreement be audited by an internationally recognized independent accounting firm consented to by Licensor. The foregoing remedies are in addition to any other remedies that Licensor may have under this Agreement.

(c) If an examination or audit reveals that Licensee has made overpayments to Licensor or any of its Affiliates, then the amount of such overpayments actually paid to Licensor or such Affiliate shall be offset against the next succeeding installment of Royalty Fees due to Licensor pursuant to Sections 3.1 and 3.2 of this Agreement upon demand by Licensee, or if no future installments of Royalty Fees are due to Licensor, Licensor shall pay the overpaid amount within thirty (30) days after receiving documentation evidencing such overpayment as reasonably requested by Licensor. Licensor will also pay interest on the overpaid amount which will accrue thereon at a rate per annum equal to the Interest Rate from the thirtieth (30 th ) day following Licensor’s receipt of such documentation until paid.

(d) To the extent Licensee is required by Applicable Law to have access to information that is in the sole possession of Licensor or its Affiliates for purposes of Licensee’s compliance obligations or for purposes of Licensee’s reporting obligations as the subsidiary of a publicly traded company, Licensor will cooperate in providing access to the extent that the necessary information is within Licensor’s or its Affiliates’ control and that Licensor and its Affiliate is not prohibited from providing such information (x) under Applicable Law or (y) pursuant to a contractual confidentiality obligation of Licensor (in the case of clause (y), Licensor shall use commercially reasonable efforts to assist in obtaining a waiver of such confidentiality obligation from the contractual counterparty).

ARTICLE 15

INDEMNIFICATION; CONTRIBUTION IN LIEU OF INDEMNIFICATION; AND INSURANCE

Section 15.1 Indemnification.

(a) Licensee will, and hereby does, indemnify and defend Licensor and its Affiliates, their officers, directors, agents and employees, and their respective successors and assigns, from and against all losses, costs, liabilities, damages, claims, and expenses of every kind and description with respect to claims brought by third-parties, including allegations of negligence by Licensor, its Affiliates, and their respective

officers, directors, employees, and agents (subject to Section 15.1(g) below), to the fullest extent permitted by Applicable Law, and including reasonable attorneys’ fees and costs, arising out of or resulting from acts or omissions by Licensee, its Affiliates or Permitted Sublicensees or their respective officers, directors, agents, or employees involving the following:

(i) the use of any Licensor Intellectual Property, Branded Elements or the System occurring on or after the Effective Date (including, without limitation, the Licensed Hyatt Marks) in violation of this Agreement;

(ii) any violation, not in existence as of the Effective Date, of Applicable Law with respect to the Licensed Business occurring on or after the Effective Date, including any violation of the Registration/Disclosure Requirements described in Section 19.4 of this Agreement;

(iii) a claim on or after the Effective Date based solely on acts or events occurring on or after the Effective Date caused by Licensee, its Permitted Affiliates or Permitted Sublicensees that Licensor or its Affiliates are developers, declarants, sponsors, or brokers of Licensed Shared Ownership Products or of Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects;

(iv) any design, renovation, upgrading, alteration, remodeling, repair or construction defect claims at any Project with respect to work occurring at such Project on or after the Effective Date (in no event shall this provision impact Licensee’s rights and interest under any insurance policies as provided under other Transaction Agreements), but excluding any design, renovation, upgrading, alteration, remodeling, repair or other work which took place prior to the Effective Date, or construction defect claims with respect to work occurring at the Existing Projects prior to the Effective Date;

(v) claims related to services provided to Members, any claim by any Member relating to the Shared Ownership Products, any claim by any Member or prospective Member relating to any untrue statement or alleged untrue statement of a material fact contained in the offering materials, or any omission or alleged omission to state a material fact required to be stated in such offering materials or necessary to make the statements made therein not misleading (all of which claims relate to acts, omissions, services or statements which occur on or after the Effective Date);

(vi) the marketing, advertising, promotion, offer or sale of any Licensed Club, or of Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, including any disputes or lawsuits arising therefrom (all of which actions or disputes or lawsuits arising from actions or omissions which occurred on or after the Effective Date);

(vii) the development, sales, and marketing activities occurring on or after the Effective Date and the operation or servicing of the Projects or of any other business conducted by Licensee, its Permitted Affiliates or Permitted Sublicensees on, related to, or in connection with the Projects or the Licensed Business, which occurred on or after the Effective Date;

(viii) the unauthorized use of the Licensed Hyatt Marks by Licensee, its Permitted Affiliates and Permitted Sublicensees which occurred on or after the Effective Date in connection with the offer and sale of Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects in any Unregistered Area or Maintained Registration location of which Licensee had been notified, and (b) in any jurisdiction where the

Licensed Hyatt Marks are the subject of registrations described in Section 12.1(c)(iv) of this Agreement;

(ix) claims made by Members or other customers of the Licensed Business as a result of the termination (other than wrongful termination by Licensor) of this Agreement;

(x) interference, infringement, misappropriation, dilution or other claims by third parties in relation to Licensor’s use of Licensee Intellectual Property that is licensed, or the use of which is consented to, hereunder by Licensee in accordance with the terms of this Agreement, which occurred on or after the Effective Date;

(xi) failure to pay Taxes payable by, levied or assessed for periods beginning on or after the Effective Date against Licensee or its Permitted Affiliates by Tax authority relating to the Licensed Business, the Projects, this Agreement, any other Transaction Agreements or in connection with operating the Projects or the Licensed Business;

(xii) Logoed Merchandise produced on or after the Effective Date by, or on behalf of, Licensee, its Permitted Affiliates or Permitted Sublicensees bearing the Licensed Hyatt Marks, including without limitation products claims and claims for infringement, dilution or any other violation of intellectual property rights or other rights;

(xiii) breach on or after the Effective Date by Licensee, its Permitted Affiliates or Permitted Sublicensees of their obligations with respect to Personally Identifiable Information or data security under this Agreement and any and all costs and expenses related to notification of affected individuals and procurement of credit protection services for such individuals to the extent required by Applicable Law and Licensor’s Privacy Policy;

(xiv) the infringement occurring on or after the Effective Date of a third party’s intellectual property rights in connection with the Licensed Business, other than with respect to use by Licensee, its Permitted Affiliates or Permitted Sublicenses of Licensor Intellectual Property that is licensed hereunder to Licensee in accordance with the terms of this Agreement;

(xv) any claim to the extent arising from the operation, ownership or use, occurring on or after the Effective Date, of the Licensed Business, the Projects or of any other business conducted on, related to, or in connection with the Projects, excluding any instance in which there is a duty of Licensor to indemnify Licensee under the Equity Interest Purchase Agreement;

(xvi) failure to operate the Projects on or after the Effective Date in compliance with the terms, conditions, restrictions, and prohibitions in this Agreement relating to the operation of the Projects; and

(xvii) any breach by Licensee, its Affiliates or Permitted Sublicensees of any representation, warranty or covenant made by Licensee in this Agreement.

(b) Licensor will, and hereby does, indemnify and defend Licensee, its Affiliates, its Permitted Affiliates, and Permitted Sublicensees, their respective officers, directors, agents and employees, and their respective successors and assigns, from and against all losses, costs, liabilities, damages, claims, and expenses of every kind and description with respect to claims brought by third-parties, including allegations of negligence by Licensee, its Permitted Affiliates, and their respective officers, directors, employees, and agents (subject to Section 15.1(g) below), to the fullest extent permitted by Applicable Law, and including

reasonable attorneys’ fees and costs, arising out of or resulting from acts or omissions by Licensor or its Affiliates or their respective officers, directors, agents, or employees involving the following:

(i) interference, infringement, misappropriation, dilution or other claims by third parties for Licensee’s use of Licensor Intellectual Property that is licensed hereunder to Licensee in accordance with the terms of this Agreement which occurred on or after the Effective Date, provided that the use of the Licensor Intellectual Property is in accordance with the terms and conditions of this Agreement;

(ii) claims by owners, developers, operators, lessees, licensees, or franchisees of Licensor Lodging Facilities that the conduct of the Licensed Business violates Territorial Restrictions or Agreed Territorial Protections unless Licensee or the applicable Permitted Affiliates or Permitted Sublicensees are in breach of Section 5.5 of this Agreement;

(iii) breach by Licensor or its Affiliates of their obligations with respect to Personally Identifiable Information or data security under this Agreement and any and all costs and expenses related to notification of affected individuals and procurement of credit protection services for such individuals to the extent required by Applicable Law or Licensor’s Privacy Policy or, if applicable, Licensee’s privacy policies and protocols;

(iv) any breach by Licensor or any of its Affiliates of any representation, warranty or covenant made by Licensor in this Agreement; and

(v) acts or omissions by Non-Exclusive Shared Ownership Developers or their Affiliates or their respective officers, directors, agents, or employees, relating to the ownership, operation or use of any of the Third Party Shared Ownership Projects and/or any of the Affiliated Third Party Shared Ownership Projects; in each case to the extent caused by the gross negligence, willful misconduct or intentional misrepresentation of Licensor or its Affiliates.

Notwithstanding the foregoing to the contrary, Licensor shall have no liability for any claims arising out of or relating to:

(x) Licensee’s, its Permitted Affiliates’ or Permitted Sublicensees’ unauthorized use of the Licensed Hyatt Marks: (A) in any Unregistered Area or the Excluded Area; or (B) in any country or jurisdiction in which there is a Maintained Registration of which Licensee was notified;

(y) any uses of the Licensed Hyatt Marks by Licensee, its Permitted Affiliates or Permitted Sublicensees that are not authorized by this Agreement or, where applicable, the Existing Project Agreements or the Existing Residential Project Agreements; or

(z) Logoed Merchandise produced after the Effective Date by or on behalf of Licensee, its Permitted Affiliates or Permitted Sublicensees and bearing the Licensed Hyatt Marks, including without limitation products claims and claims for infringement, dilution or any other violation of intellectual property rights.

(c) If either party receives notice of any action, suit, proceeding, claim, demand, inquiry, or investigation for which it is entitled to an indemnity under Sections 15.1(a) or (b) above (such party, an “ Indemnified Party ”), the party receiving notice shall promptly notify the other party (such other party, an “ Indemnifying Party ”).

(d) Unless the parties otherwise agree, within thirty (30) days after an Indemnifying Party receives notice of a third-party claim in accordance with Section 15.1(c) above, the Indemnifying Party will defend the third-party claim (and, unless the Indemnifying Party has specified any reservations or exceptions, seek to settle or compromise), at its expense and with its counsel. The Indemnified Party may, at its expense, employ separate counsel and participate in (but not control) the defense, compromise, or settlement of the third-party claim. However, the Indemnifying Party will pay the fees and expenses of the Indemnified Party’s counsel (i) for any period during which the Indemnifying Party has not assumed the defense of the third-party claim (other than for any period in which the Indemnified Party did not notify the Indemnifying Party of the third-party claim as required by Section 15.1(c) above) or (ii) if the engagement of counsel is as a result of a conflict of interest, as the Indemnified Party reasonably determines in good faith. Notwithstanding the above, (A) if Licensor determines that the matter at issue may have a material adverse effect on Licensor, the Licensed Hyatt Marks, or Licensor’s Lodging Business, then Licensor, through counsel of its choice, may control the defense or response to any such action, but Licensee and its counsel shall be permitted to participate in such action at its expense, and such undertaking by Licensor will not, in any manner or form, diminish Licensor’s obligations to Licensee hereunder, or (B) if Licensee determines that the matter at issue may have a material adverse effect on the Licensed Business, then Licensee, through counsel of its choice, may control the defense or response to any such action, but Licensor and its counsel shall be permitted to participate in such action at its expense, and such undertaking by Licensee will not, in any manner or form, diminish Licensee’s obligations to Licensor hereunder.

(e) Under no circumstances will any Indemnified Party be required or obligated to seek recovery from third parties or otherwise mitigate its losses in order to maintain a claim for indemnification under this Agreement, and the failure to pursue such recovery or mitigate a loss will in no way reduce the amounts recoverable from the Indemnifying Party by the Indemnified Party.

(f) The remedies provided in this Section 15.1 are cumulative and do not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

(g) (i) Notwithstanding anything to the contrary in Sections 15.1(a) or (b) above, if the third party claim at issue results directly and solely from a breach by the party seeking indemnification of such party’s obligations under this Agreement or any Transaction Agreement, then the party seeking indemnification will not be entitled to indemnification, to the extent such claim or some or all of claimants’ damages results directly and solely from such breach. For the avoidance of doubt, (A) a failure by Licensor to (I) inspect or note in any inspection a deficiency or non-compliance with Brand Standards by Licensee, its Permitted Affiliates or Permitted Sublicensees, or (II) enforce compliance with any Brand Standard by Licensee, its Permitted Affiliates or Permitted Sublicensees, or (B) any approval by Licensor of conduct or actions of Licensee, its Permitted Affiliates or Permitted Sublicensees, shall not be deemed a breach that would limit or otherwise affect Licensee’s obligation to indemnify Licensor.

(ii) Except as may expressly be set forth in this Agreement, none of Licensor or its Affiliates or Licensee, its Permitted Affiliates or Permitted Sublicensees will in any event have any liability to the other (including the obligation to indemnify the other party under this Section 15.1), or to any other Licensor Indemnified Party or Licensee Indemnified Party, as applicable, under this Agreement for claims where either party or their Affiliates or their respective officers, directors, employees or agents are found to be solely responsible by a final non-appealable judicial decision for such damages or losses based upon such Person’s willful misconduct or gross negligence or (b) for any indirect, punitive, consequential, exemplary, treble or other forms of multiple damages (other than to the extent the Indemnified Party is liable for such damages under a court order issued in connection with a claim).

(h) The parties’ obligations under this Section 15.1 will survive the termination or expiration of this Agreement.

Section 15.2 Insurance Requirements of Licensee.

(a) During the Term, Licensee, at its (or the relevant Owners’ Associations’) expense, will procure and maintain (or cause to be procured and maintained) such insurance as may be required by the terms of any condominium, association, and trust agreements on each Project or Applicable Law, and no less than the following:

(i) Property insurance coverage on each Project as required under the applicable Project condominium association, and trust agreements. In the event the applicable Project does not have condominium, association, or trust agreements or insurance requirements set forth in such agreements, the Project building(s) and contents shall be insured against loss or damage by fire, lightning, and all other risks covered by the usual all-risk policy form, all in an amount not less than the full replacement cost (as such term is customarily used in the insurance industry) and boiler and machinery, earthquake, windstorm, flood and terrorism in reasonable amounts.

(ii) Business interruption insurance covering loss of profits and necessary continuing expenses, including Royalty Fees and other amount due to Licensor and its Affiliates under or in connection with this Agreement, for interruptions caused by any occurrence covered by the insurance referred to in this subsection (a) and providing coverage for the actual loss sustained.

(iii) Workers’ compensation insurance in statutory amounts on all employees of each Project and employer’s liability insurance in amounts not less than $1,000,000 per accident/disease.

(iv) Comprehensive or commercial general liability insurance for any claims or losses arising or resulting from or pertaining to each Project or its operation, with combined single limits of $1,000,000 per each occurrence for bodily injury and property damage. If the general liability coverages contain a general aggregate limit, such limit will be not less than $2,000,000, and it will apply in total to the applicable Project only by specific endorsement. Such insurance will be on an occurrence policy form and will include premises and operations, independent contractors, blanket contractual, products and completed operations, acts of terrorism, world-wide defense and indemnity, advertising injury, employees as additional insureds, personal injury to include false arrest and molestation, incidental medical malpractice, broad form property damage, severability of interests, innkeeper’s and safe deposit box liability, and explosion, collapse and underground coverage during any construction, renovation, upgrading and/or remodeling.

(v) Liquor liability (applicable when alcoholic beverages are distributed, sold, served, or furnished at the Project) for combined single limits of bodily injury and property damage of not less than $2,000,000 each occurrence.

(vi) Business auto liability including owned, non-owned and hired vehicles for combined single limits of bodily injury and property damage of not less than $1,000,000 each occurrence.

(vii) Umbrella or excess liability on a following form basis, primary and excess, per occurrence and in the aggregate, in amounts not less than (A) $15,000,000, if the Project has less than seven (7) stories, (B) $25,000,000, if the Project has between seven (7) stories and eleven (11) stories, and (C) $100,000,000, if the Project has twelve (12) or more stories. Licensor may require

Licensee to increase the amount of coverage, if, in Licensor’s judgment, such an increase is warranted.

(viii) Comprehensive crime insurance to include employee dishonesty coverage, loss inside the premises, loss outside the premises, money orders and counterfeit paper currency, depositor’s forgery coverage and computer fraud.

(ix) Fidelity insurance coverage or a fidelity bond in an amount not less than $1,000,000 per occurrence.

(x) Employment practices liability insurance in an amount not less than $1,000,000 per occurrence.

(xi) Directors and officers liability insurance for each Owners’ Association covering individual and organization liability in an amount not less than $1,000,000 per occurrence.

(xii) Such other insurance as may be customarily carried by other first class operators on projects similar to the Projects or as required by Licensor on similar projects.

(b) The following general insurance requirements will be satisfied by Licensee:

(i) All insurance under this Section 15.2 will by endorsement specifically name as additional insureds Licensor, any Affiliate of Licensor periodically designated by Licensor, and their employees. All insurance required hereunder will be specifically endorsed or provide that the coverages will be primary and that any insurance carried by any additional insured will be excess and non-contributory.

(ii) Any deductibles or self-insured retentions allocated to any individual Project by Licensee (excluding deductibles for high hazard risks in high hazard geological zones, such as flood, earthquake, terrorism and windstorm, which will be as required by the insurance carrier) will not exceed $250,000, or such higher amount as may be approved in advance in writing by Licensor.

(iii) All insurance purchased in compliance herewith will be placed with insurance companies of recognized responsibility and reasonably acceptable to Licensor which acceptance shall not be unreasonably withheld and approved to do business in the state or country where each Project is located.

(iv) All insurance required hereunder will provide if commercially available (if not available, Licensee shall provide such notice) whereby the policies will not be canceled, non-renewed, or limits reduced without at least thirty (30) days prior written notice to Licensor. Licensee will deliver to Licensor a certificate of insurance (or certified copy of such insurance policy if requested by Licensor in the event of a loss) in English evidencing the coverages required herein. Renewal certificates of insurance (or certified copies of such insurance policy if requested by Licensor in a particular jurisdiction) will be delivered to Licensor prior to their respective inception dates.

(v) All insurance required hereunder may be written under policies of blanket insurance that cover other properties of Licensee and its Affiliates so long as such blanket insurance fulfills the requirements herein.

(vi) Licensee’s obligation to maintain the insurance hereunder will not relieve Licensee of its indemnification obligations under Section 15.1 of this Agreement.

(vii) Should Licensee for any reason fail to procure or maintain the insurance required by this Agreement or as revised in writing by Licensor, Licensor will have the right and authority (without however any obligation to do so) to immediately procure such insurance and to charge the cost thereof to Licensee, which charges, together with a reasonable fee for Licensor’s expenses in so acting, will be payable by Licensee immediately upon notice.

Section 15.3 Insurance Required During Construction. Licensee shall maintain insurance during construction and any work requiring a Significant Capital Expenditure at each Project pursuant to the requirements in the applicable Hyatt Technical Services Consulting Agreement.

Section 15.4 Obligation to Maintain Insurance.

(a) Licensor may periodically require reasonable increases in the amounts of coverage required under the insurance policies described in Sections 15.2 and 15.3 of this Agreement and/or require different or additional insurance coverage (i) in connection with any Transfer of this Agreement or a Change in Control of Licensee or Parent, or (ii) at any time to reflect inflation, identification of new risks, changes in Applicable Law or standards of liability, higher damage awards or other relevant changes in circumstances, provided that Licensor is requiring its similarly situated Licensor Lodging Facilities to do the same and has taken into account the appropriate differences between Licensor Lodging Facilities and Licensed Shared Ownership Projects.

(b) As part of the Marketing Support Plan Proposal consideration, each of Licensor and Licensee may propose periodic adjustments to the amounts of coverage required under the insurance policies described in Sections 15.2 and 15.3 of this Agreement and/or different or additional insurance coverage to reflect inflation, identification of new risks, changes in Applicable Law or standards of liability, higher damage awards or other relevant changes in circumstances. Each party will reasonably consider the modification proposed by the other party and respond to the other party’s request(s) within sixty (60) days following such party’s receipt of the other party’s request.

Section 15.5 Contribution.

(a) If the indemnification provided for under this Agreement is unavailable, or insufficient to hold harmless an Indemnified Party in respect of any indemnified liability, the Indemnifying Party will contribute to the amount paid or payable by the Indemnified Party as a result of such liabilities. The amount contributed by the Indemnifying Party will be in such proportion as reflects the relative fault of the Indemnifying Party and the Indemnified Party in connection with the actions or omissions resulting in the liability and any other relevant equitable considerations.

(b) The parties agree that any method of allocation of contribution under this Section 15.5 will take into account the equitable considerations referred to in Section 15.5(a) above. The amount paid or payable by an Indemnified Party to which the Indemnifying Party will contribute will be deemed to include any legal or other expenses reasonably incurred by the Indemnified Party to investigate any claim or defend any action. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE 16

TRANSFERABILITY OF INTERESTS

Section 16.1 Transfers by Licensee.

(a) Except as otherwise expressly provided herein, Licensee may not, directly or indirectly, (x) Transfer or assign this Agreement or transfer, assign or sublicense any of its rights hereunder, or delegate any of its duties under this Agreement, or Transfer, sell or dispose of all or substantially all of its assets relating to the Licensed Business, or merge or consolidate with any other entity in which Licensee is not the surviving entity, or (y) engage in a transaction or series of related transactions that result in a Change in Control of Parent or Licensee (including, without limitation, arising out of the enforcement of a pledge of or security interest in Ownership Interests), without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Notwithstanding the foregoing to the contrary, Licensor’s consent shall not be required for a Change in Control of Parent if Parent, on the date of the transaction that results in a Change in Control of Parent, (A) is a publicly traded company or (B) is not a publicly traded company, and the earnings from the Licensed Business comprise not more than 90% of Parent’s EBITDA (as demonstrated in Parent’s latest audited consolidated financial statements which shall be delivered to Licensor concurrently with any Change in Control of Parent); provided that the following conditions are satisfied as of the date of the transaction or series of transactions that result in a Change in Control of Parent:

(i) There is no uncured event of default under Section 17.2 of this Agreement;

(ii) Licensee has paid to Licensor all outstanding Royalty Fees, charges, costs and expenses due and owing (and not subject to good faith Dispute) pursuant to this Agreement, the other Transaction Agreements and any other ancillary agreement between Licensor and Licensee, its Permitted Affiliates or Permitted Sublicensees;

(iii) The Change in Control of the Parent will not otherwise result in a violation of this Agreement; and

(iv) The Person or Persons who have acquired a Controlling Interest in Licensee as a result of the Change in Control of Parent (A) is not a Lodging Competitor or a Licensor SOI Competitor (or a Person who holds a Controlling Interest in a Lodging Competitor or Licensor SOI Competitor), (B) is not a Specially Designated National or Blocked Person nor is any of its Affiliates, (C) is not known in the community as being of bad moral character, (D) has not been convicted in any court of a felony or other criminal offense that resulted in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date by the CPI Index) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses), and (E) has the adequate financial resources and liquidity to meet Licensee’s obligations under this Agreement and maintain and operate the Licensed Business.

Notwithstanding the foregoing to the contrary, if Parent is not a publicly traded company and the earnings from the Licensed Business comprise more than 90% of Parent’s EBITDA (as demonstrated in Parent’s latest audited consolidated financial statements which shall be delivered to Licensor concurrently with any Change in Control of Parent) on the date of the transaction that results in a Change in Control of Parent, then such transaction shall require Licensor’s consent, which consent shall not be unreasonably withheld, conditioned, delayed or denied, provided that the conditions set forth in subsections (i) through (iv) are satisfied as of the date of the transaction or series of transactions that result in a Change in Control of Parent.

(b) Except as otherwise expressly provided herein, Licensee may not, directly or indirectly, engage in a transaction or series of related transactions pursuant to which a Lodging Competitor or a Licensor SOI Competitor (or a Person who holds a Controlling Interest in a Lodging Competitor or Licensor SOI Competitor) acquires a Non-Controlling Interest or Controlling Interest in Parent or Licensee or is the acquiring party in a transaction described in Section 16.1(a) above, whether or not such transaction results in a Change in Control of Parent or Licensee, without Licensor’s prior written consent which it may grant or withhold in its sole discretion. Notwithstanding the foregoing to the contrary, no consent shall be required for a Transfer of a Non-Controlling Interest in Parent to a Lodging Competitor or a Licensor SOI Competitor (or a Person who holds a Controlling Interest in a Lodging Competitor or a Licensor SOI Competitor), provided that the following conditions are met as of the date of the transaction or series of transactions:

(i) the transferee does not exercise Control or direct the day-to-day operations, management, marketing, development or strategic planning for the Licensed Business; and

(ii) Licensee institutes and maintains controls reasonably designed to prevent any individuals associated with such transferee who are involved in the operations, management, marketing, development or strategic planning for a Lodging Competitor or Licensor SOI Competitor from obtaining any Licensor Confidential Information.

(c) Neither Parent nor Licensee shall make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Parent are publicly-traded on a U.S. nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests shall not be deemed to be a violation of this Section 16.1(c). If a Specially Designated National or Blocked Person acquires a Controlling Interest in Parent or Licensee, Licensor shall have the right to terminate this Agreement immediately upon notice to Licensee.

(d) Any Transfer made in violation of this Section 16.1 will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond. Notwithstanding the foregoing to the contrary, in the event of a Change in Control of Parent in violation of this Section 16.1, Licensor shall not be entitled to enjoin or obtain a court order prohibiting such Transfer. Without such right to enjoin or obtain such court order, Licensee acknowledges and confirms that Licensor will suffer substantial damages as a result of such a default of this Section 16.1. Some of those damages include lost Royalty Fees, lost goodwill, lost opportunity costs and expenses that Licensor will incur in redeveloping the Licensed Business or finding another licensee to develop the Licensed Business. Licensor and Licensee acknowledge that such damages are difficult to estimate accurately and proof of such damages would be burdensome and costly, although such damages are real and meaningful to Licensor. Therefore, the parties agree that, in lieu of a right to enjoin or obtain a court order prohibiting a Change in Control of Parent in violation of this Section 16.1, Licensor shall have the right to elect one of the following remedies (and, upon election, as Licensor’s sole and exclusive remedy with respect thereto), upon written notice to Licensee following Licensee’s failure to unwind such Transfer in accordance with Section 17.2(a)(viii) of this Agreement:

(i) terminate this Agreement and require Licensee to pay to Licensor the termination fee described in Section 16.1(e) below;

(ii) suspend this Agreement and require Licensee to pay to Licensor an amount equal to ten million dollars ($10,000,000) (as adjusted annually after the Effective Date by the CPI Index); provided, however, for a “tail” period of ten (10) years after the date of termination, this Agreement shall continue in full force and effect solely with respect to the then-existing Licensed Shared Ownership Projects, Affiliated Unbranded Shared Ownership Projects and Licensed

Residential Projects (including any New Projects under development as contemplated in (B) below) in the Territory; provided, further, that, during such tail period, Licensor may elect to (A) terminate the Exclusivity Period, at which time the exclusivity granted in Section 2.2 and the restrictions and limitations on Licensor and its Affiliates in Section 2.3 shall immediately cease and be of no further force or effect as of the first day of the tail period; (B) terminate Licensee’s right to propose New Projects (including Affiliated Unbranded Shared Ownership Projects), but Licensee will have the right to continue and complete the development of any New Projects that have been approved by Licensor pursuant to this Agreement prior to the commencement of the tail period; and/or (C) terminate or limit any of Licensor’s obligations under Section 2.6(b), Section 5.4 and/or Section 5.5 of this Agreement. All other applicable terms and conditions of this Agreement, including, without limitation, the requirement to pay all portions of the Royalty Fees in Article 3 and other amounts due hereunder (including, without limitation, the Marketing Support Charge and the Customer Analytics Charge) shall remain in place and be applicable during the tail period. Licensor may, in its sole discretion, at any time after the fourth year of the tail period provide written notice to Licensee that it intends to terminate the “tail period,” which termination shall be effective on the “tail period termination date,” occurring one (1) year following the date of such written notice; or

(iii) terminate the Exclusivity Period, at which time the exclusivity granted in Section 2.2 and the restrictions and limitations on Licensor and its Affiliates in Section 2.3 shall immediately cease and be of no further force or effect, and require Licensee to reimburse Licensor and its Affiliates for all reasonable costs and expenses incurred by Licensor in connection with the establishment of a Shared Ownership Business, including, without limitation, a reasonable allocation of employee compensation incurred by Licensor and its Affiliates in connection therewith, not to exceed five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the CPI Index).

If Licensor does not deliver the written notice electing any of the foregoing remedies to Licensee by the date which is one (1) year following the Change in Control of Parent in violation of this Section 16.1, then Licensor shall be deemed to have waived its right to exercise any of the foregoing remedies; provided, however, during the period commencing on the date of breach and continuing until the earlier of (x) Licensor’s delivery of a notice of election or (y) the expiration of such one (1) year period, (A) Licensee shall institute and maintain controls reasonably designed to prevent any individuals associated with the Parent transferee who are involved in the operations, management, marketing, development or strategic planning for a Lodging Competitor or Licensor SOI Competitor from obtaining any Licensor Confidential Information, and (B) Licensor shall have the right to exercise any of the remedies under Section 17.2(b)(v), (vii) and (viii) below. In addition, Licensee’s failure to institute and maintain the controls described in clause (A) above shall be a material breach of this Agreement and shall entitle Licensor to exercise any of the remedies under Section 17.2(b) below during such period.

(e) Upon such termination of this Agreement by Licensor pursuant to Section 16.1(d)(i) above, Licensee agrees to pay Licensor, within thirty (30) days after the date of such termination, liquidated damages in a lump sum equal to (i) during the first twelve (12) years following the Effective Date, the greater of (A) $40,000,000, or (B) the product of (I) the average annual Royalty Fees that Licensee owed Licensor during the three (3) year period before the month of termination, times (II) five (5), or (ii) thereafter, the product of (A) the average annual Royalty Fees that Licensee owed Licensor during the three (3) year period before the month of termination, times (B) five (5). Licensee agrees that the liquidated damages calculated under this Section 16.1(e) represent the best estimate of Licensor’s brand damages arising from a termination of this Agreement before the Term expires. Licensee’s payment of the liquidated damages to Licensor will not be considered a penalty but, rather, a reasonable estimate of fair compensation to Licensor for the brand damages Licensor will incur because of the early termination. Licensee

acknowledges that Licensee’s payment of liquidated damages is full compensation to Licensor only for brand damages resulting from the early termination of this Agreement and is in addition to, and not in lieu of, Licensee’s obligations to pay other amounts due to Licensor under this Agreement as of the date of termination and to comply strictly with the de-identification procedures of Article 17 and Licensee’s other post-termination obligations. If any Applicable Law limits Licensee’s obligation to pay and Licensor’s right to receive, the liquidated damages for which Licensee is obligated under this Section 16.1(e), then Licensee shall be liable to Licensor for any and all brand damages Licensor incurs, now or in the future, as a result of Licensee’s breach of this Agreement.

(f) Licensor acknowledges that Licensee and its Affiliates operate as a multi-national business enterprise. Notwithstanding the terms of Section 16.1(a) of this Agreement to the contrary, Licensee has the right, upon Licensor’s prior written approval, to Transfer all or any part of its rights under this Agreement to any of Licensee’s Affiliates which have the legal, financial and operational ability to perform the obligations of Licensee under this Agreement. Licensor may place reasonable conditions on its approval, including, without limitation, (i) an assumption agreement reasonably acceptable to Licensor, and (ii) Parent’s reaffirmation of its guaranty under Article 24 of this Agreement.

Section 16.2 Transfers by Licensor.

(a) Except as otherwise expressly provided herein, Licensor may not assign this Agreement or assign any of its rights hereunder, or delegate any of its duties under this Agreement; provided, however, that Licensor may Transfer this Agreement to any Person without prior notice to, or consent of, Licensee, provided such Person (i) assumes Licensor’s obligations to Licensee under this Agreement and (ii) (A) is an Affiliate of Licensor that has the legal, financial, and operational ability to perform the obligations of Licensor under this Agreement or (B) acquires all or substantially all of Licensor’s rights in respect of (I) the System, (II) that portion of Licensor’s Lodging Business that is operated under the “Hyatt” mark, and (III) the Branded Elements. This Agreement will be binding on and inure to the benefit of Licensor and the successors and assigns of Licensor. If, in connection with such acquisition of the rights in respect of the System and the Transfer of this Agreement Licensor retains ownership or control of any of the underlying assets of the System necessary to perform Licensor’s obligations under this Agreement, Licensor will continue to provide to Licensee, or to the Person assuming this Agreement, access to such underlying assets as is necessary to comply with the terms of this Agreement. If, in connection with such acquisition of the rights in respect of the System and the Transfer of this Agreement, the components of the Branded Elements that are used in Licensor’s Lodging Business are replaced with different or modified components by the Person assuming this Agreement, then, as a condition of such acquisition, such Person will be required to provide Licensee with access to such different or modified components that are comparable to the corresponding components of the Branded Elements.

(b) Licensor shall not make any Transfer to a Specially Designated National or Blocked Person; provided, however, that so long as the Ownership Interests in Licensor are publicly-traded on a U.S., nationally-recognized securities exchange, the purchase of publicly-traded Ownership Interests in Licensor by a Specially Designated National or Blocked Person shall not be deemed to be a violation of this sentence. If a Specially Designated National or Blocked Person acquires a Controlling Interest in Licensor, Licensee shall have the right to terminate this Agreement immediately upon notice to Licensor.

(c) Licensee acknowledges that Licensor and its Affiliates operate as a multi-national business enterprise. Without limiting Section 16.2(a) above, Licensor has the right to Transfer all or part of its rights under this Agreement to any of Licensor’s Affiliates and, in connection therewith, require Licensee to pay amounts due under this Agreement to such Affiliates. However, if, as a result of any such Transfer, Licensee will be liable for greater Tax liability for payments due hereunder following such Transfer, any resulting increase in Tax liability shall be borne by Licensor and not by Licensee.

(d) Notwithstanding the foregoing to the contrary, Licensor may assign its rights to receive any payments under this Agreement or under any of the other Transaction Agreements to a third-party without prior notice to, or consent of, Licensee; provided that, Licensor remains liable for its obligations hereunder after such assignment.

Section 16.3 Proposed Transfers of Projects or Bulk Shared Ownership Products.

(a) Without the prior written consent of Licensor, which may be withheld, conditioned, delayed or denied in its sole discretion, no Transfer of any Project, or any Ownership Interest therein or in any Permitted Sublicensee involved in such Project, may be effectuated at any time by Licensee, its Permitted Affiliates or Permitted Sublicensees unless such Project (i) has been Deflagged and all unsold inventory has been removed from all Licensed Clubs, and (ii) in the case of a Project that has been voluntarily Deflagged pursuant to, and is subject to the termination fee described in, Section 8.4(a)(iii) of this Agreement, Licensee has paid Licensor the termination fee provided for in such Section 8.4(a)(iii) of this Agreement.

(b) Without the prior written consent of Licensor, Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects may not be sold to Bulk Re-Sellers. A “ Bulk Re-Seller ” shall be any Person known by Licensee, a Permitted Affiliate or Permitted Sublicensee to be purchasing Licensed Shared Ownership Products or Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects not for personal use and enjoyment but, rather, for the purpose of reselling or distributing such Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, and such Person purchases three (3) or more whole units or the equivalent amount of Licensed Shared Ownership Products and Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects in any ninety (90) day period.

(c) Any Transfer made in contravention of this Section 16.3 will be a material default under this Agreement, and Licensor shall be entitled to enjoin or obtain a court order prohibiting such Transfer without posting a bond.

Section 16.4 Security Interests in this Agreement.

(a) In connection with any financing entered into following the Effective Date benefiting the Licensed Business, Licensee may not:

(i) Transfer, assign, mortgage, or grant a security interest in, or pledge as collateral this Agreement, without the prior written consent of Licensor, which it may grant or withhold in its sole discretion, and provided that such consent may be conditioned upon Licensee (A) executing and delivering a comfort letter, in the form attached hereto as Exhibit C-1 , and (B) reimbursing Licensor for its reasonable costs and expenses in connection with its review of such financing; or

(ii) assign, mortgage, or grant a security interest in, or pledge as collateral any Ownership Interests in Licensee or any subsidiary of Licensee unless (A) the holder of such security interest is an Institutional Lender and is not an Affiliate of Licensee, a Lodging Competitor or a Licensor SOI Competitor, and (B) Licensor executes and delivers a comfort letter, in the form attached hereto as Exhibit C-2 . In addition Licensee shall not permit any Person Controlling Licensee to assign, mortgage, or grant a security interest in, or pledge as collateral any Ownership Interests in such Person unless the holder of such security interest is an Institutional Lender, and is not an Affiliate of Licensee, a Lodging Competitor or a Licensor SOI Competitor. Licensee shall promptly notify Licensor of any written default notices received by Licensee from the Institutional Lender with respect to the applicable financing to the extent the matters set forth in any such default

notice could reasonably result in a remedy that would permit the Institutional Lender to enforce the applicable assignment, mortgage, security interest or pledge.

Notwithstanding the foregoing, Licensor has no obligation to provide a “comfort letter” in connection with, or consent to, a transaction that would be prohibited by this Article 16. If a lender has been approved by Licensor under Section 16.4(a)(i) or Section 16.4(a)(ii) above, thereafter such lender shall not subsequently assign, transfer, convey or sell participations in such financing to any Person other than an Institutional Lender that is not an Affiliate of Licensee, a Lodging Competitor or a Licensor SOI Competitor, without the prior written consent of Licensor in its sole discretion.

(b) If a lender forecloses on, or otherwise exercises its rights against, the assets of the Licensed Business (including this Agreement), the revenues of the Licensed Business, or Ownership Interests in Licensee or Ownership Interests in any subsidiaries of Licensee, or Licensee violates this Article 16, Licensor will have the rights under Section 16.1, Section 17.1 and Section 17.2 of this Agreement, as applicable, including, without limitation, the right to terminate this Agreement. Licensor has no obligation to license a lender, any successor to a lender, or any Person acting on behalf of a lender, including a receiver or servicer of a loan, the right to use the Licensor Intellectual Property, the Branded Elements or the System, unless that obligation arises from a valid and binding written agreement between Licensor and such party.

ARTICLE 17

BREACH, DEFAULT, AND REMEDIES

Section 17.1 Licensee Breach, Default and Remedies — Project Level.

(a) The Project-, Sales Facility- and Marketing Facility-level breaches listed in subsections (i) through (ix) below are deemed to be material breaches for which Licensee may be placed in default with respect to any Project, Sales Facility or Marketing Facility, as applicable, hereunder if (x) Licensor gives Licensee notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensor in its sole discretion or required by Applicable Law) and (y) Licensee fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 17.1(a) or, where applicable, as provided in the Existing Project Agreements and Existing Residential Project Agreements. If Licensee fails to cure the breach and is placed in default, then Licensor may exercise the applicable remedy for the specific default as set forth below:

(i) If execution is levied against any Project or Licensee in connection with such Project in connection with a final, non-appealable judgment for the payment of an amount in excess of $10,000,000 (as adjusted annually after the Effective Date by the CPI Index), or a suit to foreclose any lien, mortgage, or security interest securing an obligation of Licensee, its Permitted Affiliate or Permitted Sublicensee for such Project in an amount in excess of $5,000,000 (as adjusted annually after the Effective Date by the CPI Index) (except for foreclosures with respect to consumer financing on Member interests in Licensed Shared Ownership Products, Shared Ownership Products at Affiliated Unbranded Shared Ownership Projects, or Licensed Residential Units and except for mechanics or materialmen liens that are placed on such Project in the ordinary course of business) on such Project or any property necessary for the operation of such Project in accordance with Brand Standards, is initiated and not vacated within ninety (90) days, then Licensor may issue of notice of breach to Licensee with respect to such Project. Licensee shall have forty-five (45) days following notice of breach to post a bond or provide other financial assurances reasonably acceptable to Licensor that such Project can continue to operate as part of the Licensed Business in accordance with this Agreement. If Licensee fails to obtain such bond or provide

adequate financial assurances, then Licensor may issue a notice of default and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(ii) If any overall customer satisfaction score under the Customer Satisfaction System for any Project or any Sales Facility is less than the applicable Minimum Customer Satisfaction Score target for the measurement period as set forth in the Customer Satisfaction System and such failure has not been cured within the applicable cure period under the Customer Satisfaction System, then Licensor may issue a notice of breach to Licensee with respect to such Project or Sales Facility. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a remediation arrangement (a “ Remediation Arrangement ”) with respect to such failure under the Customer Satisfaction System, which Remediation Arrangement will provide for actions to improve the performance of such Project or Sales Facility and the timelines to complete such actions. In determining such actions and timelines, Licensor shall take into account the nature of the performance objective that was not achieved, whether the failed performance objective involves a Non-Controlled Owners’ Association, the ability to replace a manager under any applicable management agreement, the need to obtain board or other approval and/or necessary funding (through increased budgets or special assessments) from the applicable Owners’ Association and other facts and circumstances of the Project or Sales Facility and the failed performance objective. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to meet the cure requirements set forth in the Remediation Arrangement, then Licensor may issue a notice of default with respect to such Project or Sales Facility. Licensee shall have sixty (60) days following the notice of default to enter into an agreement with Licensor in a form reasonably agreed to by the parties based on Licensor’s then-current Lodging Business consensual termination agreement, if any, that provides for the orderly removal of such Project or Sales Facility from the System and any Licensed Club, with appropriate modifications to such form to take into account the distinctions between the Licensed Shared Ownership Business and Licensor’s Lodging Business (“ System Removal Agreement ”) or, if such Project is controlled by a Non-Controlled Owners’ Association whose management agreement will expire in twenty-four (24) months or less as of the date of the notice of default, an agreement in a form reasonably agreed to by the parties that Licensee or its Affiliate, as applicable, will not renew such Non-Controlled Owners’ Association management agreement (“ Non-Renewal Agreement ”). If Licensee fails to execute the System Removal Agreement or Non-Renewal Agreement, as applicable, within such sixty (60) day period for any reason (including if Licensor and Licensee cannot agree on the terms of the applicable agreement), then Licensor may terminate Licensee’s rights to operate such Project or Sales Facility as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(iii) (A) If any Project that is controlled by a Non-Controlled Owners’ Association fails to develop, operate, maintain, or renovate such Project in compliance in all material respects with this Agreement (and, in the case of Existing Project or Existing Residential Project, the Existing Project Agreements or Existing Residential Project Agreements), the System, and the applicable Brand Standards and Licensee fails to request that such Non-Controlled Owners’ Association cure the failure or fails to Deflag such Project in accordance with Section 7.5 of this Agreement, then Licensor may issue a notice of breach to Licensee with respect to such Project. Licensee shall have sixty (60) days following notice of breach to comply with such requirements of Section 7.5 of this Agreement. If Licensee fails to comply with such requirements of Section 7.5 of this Agreement, then Licensor may issue a notice of default and terminate Licensee’s rights to operate such

Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(B) If Licensee requests that any Non-Controlled Owners’ Association cure any failure to develop, operate, maintain, or renovate any Project in accordance with the applicable Brand Standards, the System, and the terms of this Agreement (and, in the case of Existing Project or Existing Residential Project, the Existing Project Agreements or Existing Residential Project Agreements) in accordance with Section 7.5 of this Agreement; the Non-Controlled Owners’ Association does not cure such failure within any applicable cure period; and despite Licensee’s commercially reasonable efforts, Licensee is unable to promptly Deflag such Project in accordance with Section 7.5 of this Agreement, then Licensor and Licensee shall have sixty (60) days following notice from Licensor to enter into a System Removal Agreement or a Non-Renewal Agreement, as applicable. If Licensee fails to execute the System Removal Agreement or Non-Renewal Agreement, as applicable, within such sixty (60) day period for any reason (including if Licensor and Licensee cannot agree on the terms of the applicable agreement), then Licensor may issue a notice of default and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(iv) With respect to any Project that is controlled by Licensee, its Permitted Affiliate, any Permitted Sublicensee or any Controlled Owners’ Association, if Licensee, its Permitted Affiliate, such Permitted Sublicensee or such Controlled Owners’ Association fails to develop, operate, maintain, or renovate such Project in compliance in all material respects with this Agreement (and, in the case of Existing Project or Existing Residential Project, the Existing Project Agreements or Existing Residential Project Agreements), the System, and the applicable Brand Standards (whether by failure to provide adequate funds to comply therewith or otherwise), then Licensor may issue a notice of breach to Licensee with respect to such Project. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement with respect to such failure taking into account each of the factors referred to in Section 17.1(a)(ii) above. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default with respect to such Project. Licensee shall have sixty (60) days following the notice of default to enter into a System Removal Agreement. If Licensee fails to execute the System Removal Agreement within such sixty (60) day period for any reason (including if Licensor and Licensee cannot agree on the terms of the System Removal Agreement), then Licensor may terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(v) If Licensee fails to operate any Sales Facility or Marketing Facility in compliance in all material respects with this Agreement, the System, or the applicable Brand Standards, then Licensor may issue a notice of breach with respect to such failure. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement with respect to such failure taking into account each of the factors referred to in Section 17.1(a)(ii) above. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, Licensor may issue a notice of default with respect to such Sales Facility or Marketing Facility. Licensee shall have sixty (60) days following notice of default to enter into an agreement with respect to (i) the change of management leadership of such Sales Facility or Marketing Facility (if such default relates to the operational aspects of such Sales Facility or

Marketing Facility) in a form agreed to by the parties, or (ii) the closure of such Sales Facility or Marketing Facility (if such default relates to the physical aspects of such Sales Facility or Marketing Facility) until such default is cured. If Licensee fails to execute such agreement within such sixty (60) day period for any reason (including if Licensor and Licensee cannot agree on the terms of such agreement), then Licensor may require Licensee to close such Sales Facility or Marketing Facility and cease to operate such Sales Facility or Marketing Facility as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b)(i) or (iii) below, with the sole exception that Licensor may not terminate Licensee’s rights to operate a Project pursuant to a failure as set forth in this clause (v);

(vi) Except as permitted under Section 7.5, Section 8.4(a)(ii) or Section 8.4(a)(iii) of this Agreement, if any Project ceases to operate as a Project under the Licensed Hyatt Marks or the System, then Licensor may issue a notice of breach with respect to such Project. Licensee shall have sixty (60) days following notice of breach to enter into a System Removal Agreement with respect to such Project. If Licensee fails to execute the System Removal Agreement within such sixty (60) day period for any reason (including if Licensor and Licensee cannot agree on the terms of the System Removal Agreement), then Licensor may issue a notice of default and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(vii) (A) If a threat or danger to public health or safety occurs at any Project, that in the determination of Licensor, could reasonably be expected to result in substantial liability or a material adverse effect on such Project, the System, the Proprietary Marks, or the goodwill associated therewith, then Licensee will notify Licensor of the threat or danger and Licensee will provide Licensor with a plan to address such threat or danger in a manner reasonably acceptable to Licensor, which plan may include proposed arrangements to accommodate guests and Members at alternative lodging facilities and may require the treatment of Members differently than transient guests. Depending on the severity of such a threat or danger, Licensor may (I) suspend such Project from the Hotel Reservation System in accordance with Section 9.2 until the threat or danger is resolved; or (II) remove such Project from the System and any Licensed Club pending resolution of the threat or danger. However, if such Project is removed from the System and any Licensed Club under (II) above, Licensee may request that Licensor reinstate the rights to operate such Project, and Licensor will thereafter reinstate such rights, if, within six (6) months after removal of such Project from the System and any Licensed Club, the threat or danger to public health or safety is resolved to Licensor’s reasonable satisfaction and Licensor has determined that such reinstatement would not cause substantial liability or loss of goodwill;

(B) In the event any such threat or danger to public health or safety occurs and Licensee fails to notify Licensor thereof or provide the plan to address such threat or danger reasonably acceptable to Licensor in accordance with (A) above, then Licensor may issue a notice of default to Licensee and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below; provided, however, that the reinstatement rights described in (A) above shall apply if the threat or danger to public health or safety is resolved to Licensor’s reasonable satisfaction and Licensor has determined that such reinstatement would not cause substantial liability or loss of goodwill;

(viii) With respect to any Project, if Licensee, its Permitted Affiliate, or the applicable Permitted Sublicensee fails to comply in all material respects with its obligations under any section

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of this Agreement not otherwise specifically provided for in this Section 17.1(a) or fails to comply in all material respects with its obligations under the Existing Project Agreements or Existing Residential Project Agreements for such Project, the Sublicense Agreement for such Project, any Sublicense Document for such Project, the Hyatt Technical Services Consulting Agreement for such Project or any Project Service Agreement for such Project, then Licensor may issue a notice of breach to Licensee with respect to such Project. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement with respect to such failure taking into account each of the factors referred to in Section 17.1(a)(ii) above. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default with respect to such Project. Licensee shall have sixty (60) days following the notice of default to enter into a System Removal Agreement. If Licensee fails to execute the System Removal Agreement within such sixty (60) day period for any reason (including if Licensor and Licensee cannot agree on the terms of the System Removal Agreement), then Licensor may terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below;

(ix) (A) With respect to Projects in which Licensee or its Permitted Affiliate has entered into a Sublicense Agreement with a Permitted Sublicensee, if such Permitted Sublicensee is convicted of a felony or other similar crime or offense or engages in a pattern or practice of acts or conduct that, as a result of the adverse publicity that has occurred in connection with such offense, acts, or conduct, is reasonably likely to have or has had a material adverse effect on the System, the Proprietary Marks, the goodwill associated therewith or Licensor’s interests therein, then Licensor may issue a notice of breach. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement under which Licensee will undertake to remedy the breach to Licensor’s satisfaction. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default to Licensee and exercise any of the remedies under Section 17.1(b) below;

(B) With respect to Projects in which Licensee or its Permitted Affiliate has entered into a Sublicense Agreement with a Permitted Sublicensee, if such Permitted Sublicensee is convicted of a felony or other similar crime or offense or engages in a pattern or practice of acts or conduct that, as a result of the adverse publicity that has occurred in connection with such offense, acts, or conduct, has had or is reasonably likely to result in the goodwill associated with the Proprietary Marks and System being so materially damaged that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then Licensor may issue a notice of breach. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement under which Licensee will undertake to remedy the breach to Licensor’s satisfaction. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default to Licensee and terminate Licensee’s rights to operate such Project as part of the Licensed Business immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.1(b) below.

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(b) Upon the issuance by Licensor of a notice of default to Licensee under Section 17.1(a)(i) through (ix) above with respect to any Project, Sales Facility or Marketing Facility, Licensor shall have the right to pursue any one or more of the following remedies in addition to the remedies with respect to such Project, Sales Facility or Marketing Facility provided for in Sections 17.1(a)(i) through (ix) above:

(i) Institute any and all proceedings permitted by Applicable Law or in equity with respect to such event of default, including, without limitation, actions for injunctive and/or declaratory relief (including specific performance) and/or damages pursuant to the terms of this Agreement. Licensee acknowledges and agrees that, in the event that Licensor terminates Licensee’s rights to operate such Project, Sales Facility, or Marketing Facility as part of the Licensed Business in accordance herewith, Licensor will have the right to seek and obtain damages pursuant to the terms of this Agreement as to such Project, Sales Facility or Marketing Facility with respect to which the rights to operate hereunder have been terminated;

(ii) Suspend Licensee’s right to use, and Licensee’s access to, the Hotel Reservation System (whether via hyatt.com or otherwise), in accordance with Section 9.2 of this Agreement at such Project until the breach is cured;

(iii) Suspend Licensee’s right to access and use information included in the Brand Loyalty Programs for sales and marketing efforts with respect to such Project, Sales Facility or Marketing Facility or utilize any other services to be provided by Licensor or its Affiliates hereunder with respect to such Project, Sales Facility or Marketing Facility until the breach is cured;

(iv) Suspend or limit Licensee’s access to the Marketing Support Services and the Customer Analytics Services with respect to such Project, Sales Facility or Marketing Facility until the breach is cured;

(v) Suspend or terminate any temporary or other fee reductions with respect to such Project to which Licensor may have agreed to in this Agreement or otherwise;

(vi) Refuse to provide any operational support to such Project that this Agreement, the Hotel Reservation System Services Agreement, the Gold Passport Participation Agreement or the applicable Hyatt Technical Services Consulting Agreement otherwise requires; and

(vii) Suspend or limit Licensee’s rights to develop new phases of such Project as determined by Licensor its sole discretion until the breach is cured.

Notwithstanding Licensor’s pursuit of these or any other remedies, during any suspension period, Licensee must continue to pay all fees and other amounts due on account of such Project under this Agreement and all related agreements.

(c) Notwithstanding any termination of a Project or any contrary provision of this Agreement, Licensor and Licensee agree that rights of, and benefits to, Members derived from the Club Affiliation Agreement for such Project (for so long as it remains in effect) shall continue to be honored, without interruption, in all material respects, and, unless and until a termination of the Club Affiliation Agreement occurs, such Project shall continue to remain affiliated with the Licensed Club to the extent legally necessary to continue to provide to such Members all such rights and benefits.

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Section 17.2 Licensee Breach, Default and Remedies — Agreement Level.

(a) The Agreement-level breaches listed in (i) through (xi) below are deemed to be material breaches for which Licensee may be placed in default under this Agreement if (x) Licensor gives Licensee notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensor in its sole discretion or required by Applicable Law) and (y) Licensee fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 17.2(a). If Licensee fails to cure the breach and is placed in default, then Licensor may exercise the applicable remedy for the specific default as set forth below:

(i) If Licensee, its Permitted Affiliates or Permitted Sublicensees fail to pay any amounts due under this Agreement or any Transaction Agreement, or under all such agreements taken together, to Licensor or any of its Affiliates when the same becomes due and payable, then Licensor may issue a notice of breach to Licensee with respect to such failure. Licensee shall have sixty (60) days following notice of breach to cure the failure to pay. If Licensee in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Licensee shall pay to Licensor the undisputed amount, if any, and Licensee shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be resolved pursuant to Article 21 of this Agreement. Notwithstanding anything to the contrary in Article 21 of this Agreement, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitrator determines that any or all of the disputed amount is owed to Licensor or its Affiliates, then Licensee shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitrator determines that none of the disputed amount is owed to Licensor or its Affiliates, then Licensee shall not be required to pay the disputed amount and the escrowed funds shall be released to Licensee. If Licensee fails to cure any payment breach, Licensor may issue a notice of default to Licensee and exercise any of the remedies under Section 17.2(b) below, and if the aggregate amount outstanding that Licensee has failed to pay at the time of determination under this Agreement or any Transaction Agreement is in excess of two million five hundred thousand dollars ($2,500,000) (as adjusted annually after the Effective Date by the CPI Index), Licensor may terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below;

(ii) If Licensee, its Permitted Affiliates or Permitted Sublicensees fail to pay any amount in excess of one million two hundred fifty thousand dollars ($1,250,000) (as adjusted annually after the Effective Date by the CPI Index) due under this Agreement or any Transaction Agreement, or under all such agreements taken together, to Licensor or any of its Affiliates when the same becomes due and payable in each case, having been issued a notice of breach by Licensor and having failed to cure the failure to pay within thirty (30) days following such notice, three (3) or more times within any thirty-six (36) month period, Licensor may issue a notice of default and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below; provided, however, if Licensee in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Licensee shall pay to Licensor the undisputed amount, if any, and Licensee shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be resolved pursuant to Article 21 of this Agreement. Notwithstanding anything to the contrary in Article 21 of this Agreement, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitrator determines that any or all of the disputed amount is owed to Licensor or its Affiliates, then Licensee shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitrator determines that

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none of the disputed amount is owed to Licensor or its Affiliates, then Licensee shall not be required to pay the disputed amount and the escrowed funds shall be released to Licensee;

(iii) If Licensor terminates the Gold Passport Participation Agreement or the Hotel Reservation System Services Agreement in accordance with the terms thereof based on Licensee’s default thereunder, Licensor may issue a notice of default to Licensee and exercise its remedies under Section 17.2(a)(i) or Section 17.2(a)(ii) above, if applicable, and/or exercise any of the remedies under Section 17.2(b) below;

(iv) If Licensee or any principal, director, officer, shareholder, or agent of Licensee, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any Licensor Confidential Information in violation of this Agreement, then:

(A) Licensor may issue a notice of breach to Licensee. In connection with such breach, Licensor may, depending on various factors, including, the severity of the breach, whether the breach was intentional or unintentional, and the damages or potential damages resulting from such breach, exercise any of the remedies provided for in Section 17.2(b) below.

(B) If an arbitrator under Section 21.3 of this Agreement determines that (I) a material breach has occurred, (II) (x) Licensee has failed to exercise commercially reasonable efforts to prevent such breach or (y) such breach was intentional or resulted from Licensee’s gross negligence, and (III) such breach has or is reasonably expected to result in the goodwill associated with the Licensed Hyatt Marks and System being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then upon the rendering of arbitrator’s determination in favor of Licensor to this effect, Licensor may issue a notice of default to Licensee and terminate this Agreement and all rights granted to Licensee hereunder and/or exercise any of the other remedies under Section 17.2(b) below.

(v) If there is a Deficiency in the Customer Satisfaction System or Quality Assurance Inspections process and Licensee fails to cure such Deficiency in accordance with, and within the applicable cure period under, Section 7.4(e) of this Agreement, or if Licensee otherwise fails to comply with Section 7.4(e) of this Agreement, then Licensor may issue a notice of breach to Licensee. If such breach has not been cured within one hundred eighty (180) days following such notice of breach, then Licensor may issue a notice of default to Licensee and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below;

(vi) If Licensee, its Permitted Affiliates or Permitted Sublicensees fail to comply with the Brand Standards on a systemic level in violation of the terms of this Agreement and such failure has, or is reasonably expected to have, a material adverse effect on Licensor and its Affiliates, taken as a whole, then Licensor may issue a notice of breach with respect to such failure. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement with respect to such failure, taking into account each of the factors referred to in Section 17.1(a)(ii) above. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to meet the cure requirements set forth in the Remediation Arrangement, then Licensor may issue a notice of default to Licensee

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and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below;

(vii) (A) If Licensee or any of its Permitted Affiliates is convicted of a felony or other similar crime or offense or engages in a pattern or practice of acts or conduct that, as a result of the adverse publicity that has occurred in connection with such offense, acts, or conduct, is reasonably likely to have or has had a material adverse effect on the System, the Proprietary Marks, the goodwill associated therewith or Licensor’s interests therein, then Licensor may issue a notice of breach. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement under which Licensee will undertake to remedy the breach to Licensor’s satisfaction. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default to Licensee and exercise any of the remedies under Section 17.2(b) below;

(B) If Licensee or any of its Permitted Affiliates is convicted of a felony or other similar crime or offense or engages in a pattern or practice of acts or conduct that, as a result of the adverse publicity that has occurred in connection with such offense, acts, or conduct, has had or is reasonably likely to result in the goodwill associated with the Proprietary Marks and System being so materially damaged that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then Licensor may issue a notice of breach. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement under which Licensee will undertake to remedy the breach to Licensor’s satisfaction. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensee fails to cure the breach pursuant to the Remediation Arrangement, then Licensor may issue a notice of default to Licensee and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below;

(viii) If a Transfer by Licensee or its Affiliates occurs in violation of Article 16 of this Agreement, Licensor may issue a notice of breach. If Licensee fails to notify Licensor within fourteen (14) days following the notice of breach from Licensor that Licensee intends to unwind such Transfer or fails to actually unwind such Transfer in a manner satisfactory to Licensor within ninety (90) days following the notice of breach, then Licensor may issue a notice of default to Licensee and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee, and/or exercise any of the other remedies under Section 17.2(b) below; provided, however, that nothing in this Section 17.2(a)(viii) shall restrict or limit Licensor’s ability to seek injunctive relief to stop such Transfer at any time (notwithstanding the foregoing, upon a Transfer that results in a Change in Control of Parent in violation of Section 16.1 of this Agreement, Licensor may only exercise the applicable remedies provided in Section 16.1(d) above and no other remedies hereunder for such violation);

(ix) If Licensee dissolves or liquidates except in connection with a Transfer permitted by Article 16, Licensor may issue a notice of default to Licensee and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below;

(x) To the extent permitted by Applicable Law, if Licensee becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an

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involuntary petition or an involuntary petition is filed and is not dismissed within ninety (90) days) under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on Licensee’s operation of the Licensed Business or Licensor or Licensor’s Affiliates, Licensor may issue a notice of default to Licensee and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below; or

(xi) If at any time after the fifth (5 th ) anniversary of the Effective Date, the number of Shared Ownership Projects which have been operated as part of the Licensed Business is reduced by fifty percent (50%) of all such Shared Ownership Projects, in any five (5) year period during the Term, due to Licensor having terminated Licensee’s rights to operate Shared Ownership Projects as part of the Licensed Business pursuant to Section 17.1 above, then Licensor may issue a notice of breach to Licensee and terminate this Agreement and all rights granted to Licensee hereunder immediately upon notice to Licensee and/or exercise any of the other remedies under Section 17.2(b) below. For the avoidance of doubt, in calculating the percentage of the number of Shared Ownership Projects for which during any five year period Licensee has had its rights to operate such Shared Ownership Projects as part of the Licensed Business terminated pursuant to Section 17.1 above, the parties shall use a fraction, the numerator of which shall include the number of Shared Ownership Projects for which during any five year period Licensee has had its rights to operate such Shared Ownership Projects as part of the Licensed Business terminated pursuant to Section 17.1 above and the denominator of which shall include the total of all Shared Ownership Projects including any Shared Ownership Projects which have been terminated pursuant to Section 17.1 above during the five year period of the calculation but not any Shared Ownership Projects which were terminated pursuant to Section 17.1 above prior to such five year period (“ Failing Project Percentage ”). Notwithstanding the foregoing to the contrary, in the event a Shared Ownership Project had its rights to operate as a part of the Licensed Business terminated in such five year period due solely to its Owners’ Associations’ failure to fund the implementation of material modifications to Brand Standards that involve Significant Capital Expenditures, despite the commercially reasonable efforts of Licensee, its Permitted Affiliates and Permitted Sublicensee pursuant to Sections 11.1 and 11.2 of this Agreement, then such Shared Ownership Projects shall be excluded from the determination of the Failing Project Percentage. In addition, the Existing Project known as the Hyatt Hacienda Del Mar shall be excluded from the determination of the Failing Project Percentage. Notwithstanding any contrary provision of this Agreement, in the event of a termination pursuant to this subsection (xi), for a “tail period” of ten (10) years after such termination, the Agreement shall continue in full force and effect solely with respect to the then-existing Licensed Shared Ownership Projects, Affiliated Unbranded Shared Ownership Projects and Licensed Residential Projects; provided, further, that, during such tail period, Licensor may elect to (A) terminate the Exclusivity Period, at which time the exclusivity granted in Section 2.2 and the restrictions and limitations on Licensor and its Affiliates in Section 2.3 shall immediately cease and be of no further force or effect as of the first day of the tail period; (B) terminate Licensee’s right to propose New Projects (including Affiliated Unbranded Shared Ownership Projects), but Licensee will have the right to continue and complete the development of any New Projects that have been approved by Licensor pursuant to this Agreement prior to the commencement of the tail period; and/or (C) terminate or limit any of Licensor’s obligations under Section 2.6(b), Section 5.4, and/or Section 5.5, of this Agreement. All other applicable terms and conditions of this Agreement, including, without limitation, the requirement to pay all portions of the Royalty Fees in Article 3 and other amounts due hereunder (including, without limitation, the Marketing Support Charge and the Customer Analytics Charge) shall remain in place and be applicable during the tail period. Licensor may, in its sole discretion, at any time after the fourth year of the tail period provide written notice to Licensee that it intends to terminate the “tail

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period,” which termination shall be effective on the “tail period termination date,” occurring one (1) year following the date of such written notice.

(b) Upon the issuance by Licensor of a notice of default to Licensee under Section 17.2(a)(i) through (xi) above, Licensor shall have the right to pursue any one or more of the following remedies in addition to the remedies provided for in Sections 17.2(a)(i) through (xi) above:

(ii) Suspend Licensee’s right to use, and Licensee’s access to, the Hotel Reservation System (whether via hyatt.com or otherwise) in accordance with Section 9.2 of this Agreement at any or all Projects or the entire Licensed Business until the breach is cured;

(iii) Suspend Licensee’s right to access and use of information included in the Brand Loyalty Programs and/or the Licensor Customer Information (except for Licensor Customer Information related to the Members and included as part of the Licensee Member Information) for sales and marketing efforts with respect to any or all Projects or the entire Licensed Business until the breach is cured;

(iv) Suspend or limit Licensee’s access to the Marketing Support Services and the Customer Analytics Services with respect to any or all Projects or the entire Licensed Business until the breach is cured;

(v) Suspend or terminate any temporary or other fee reductions to which Licensor may have agreed to in this Agreement or otherwise;

(vi) Refuse to provide any operational support to any Project that this Agreement, the Hotel Reservation System Services Agreement, the Gold Passport Participation Agreement or any Hyatt Technical Services Consulting Agreement otherwise requires;

(vii) Suspend or limit Licensee’s rights to develop any New Project (including any Affiliated Unbranded Shared Ownership Project) as determined by Licensor its sole discretion until the breach is cured;

(viii) Prohibit any New Project (including any Affiliated Unbranded Shared Ownership Project) from opening or operating under the Licensed Hyatt Marks as part of the Licensed Business until the breach is cured; and/or

(ix) Suspend or terminate the Exclusivity Period, at which time the exclusivity granted in Section 2.2 and the restrictions and limitations on Licensor and its Affiliates in Section 2.3 shall immediately cease and be of no further force or effect until the breach is cured.

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Section 17.3 Licensor Defaults.

(a) The breaches listed in (i) through (viii) below are deemed to be material breaches for which Licensor may be placed in default under this Agreement if (x) Licensee gives Licensor notice of the breach that provides the applicable cure period for the applicable breach (or such greater number of days given by Licensee in its sole discretion or required by Applicable Law) and (y) Licensor fails to cure the breach in the time and manner specified in the notice of breach or as specifically provided in this Section 17.3(a). If Licensor fails to cure the breach and is placed in default, then Licensee may exercise the applicable remedy for the specific default as set forth below:

(i) If Licensor or its Affiliates fail to pay any amounts due under this Agreement or any Transaction Agreement, or under all such agreements taken together, to Licensee or any of its Affiliates when the same becomes due and payable, then Licensee may issue a notice of breach to Licensor with respect to such failure. Licensor shall have sixty (60) days following notice of breach to cure the failure to pay. If Licensor in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Licensor shall pay to Licensee the undisputed amount, if any, and Licensor shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be resolved pursuant to Article 21 of this Agreement. Notwithstanding anything to the contrary in Article 21 of this Agreement, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitrator determines that any or all of the disputed amount is owed to Licensee or its Affiliates, then Licensor shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitrator determines that none of the disputed amount is owed to Licensee or its Affiliates, then Licensor shall not be required to pay the disputed amount and the escrowed funds shall be released to Licensor. If Licensor fails to cure the payment breach, Licensee may issue a notice of default to Licensor and exercise any of the remedies under Section 17.3(b) below, and if the aggregate amount outstanding that Licensor has failed to pay at the time of determination under this Agreement or any Transaction Agreement is in excess of two million five hundred thousand dollars ($2,500,0000) (as adjusted annually after the Effective Date by the CPI Index), Licensee may terminate this Agreement and all rights granted to Licensor hereunder immediately upon notice to Licensor and/or exercise any of the other remedies under Section 17.3(b) below;

(ii) If Licensor or its Affiliates fail to pay any amount in excess of one million two hundred fifty thousand dollars ($1,250,000) (as adjusted annually after the Effective Date by the CPI Index) due under this Agreement or any Transaction Agreement, or under all such agreements taken together, to Licensee or any of its Affiliates when the same becomes due and payable in each case, having been issued a notice of breach by Licensee and having failed to cure the failure to pay within thirty (30) days following such notice, three (3) or more times within any thirty-six (36) month period, Licensee may issue a notice of default and terminate this Agreement and all rights granted to Licensor hereunder immediately upon notice to Licensor and/or exercise any of the remedies under Section 17.3(b) below; provided, however, if Licensor in good faith disputes the amount due and payable and the parties are unable to resolve the discrepancy, then Licensor shall pay to Licensee the undisputed amount, if any, and Licensor shall pay the disputed amount into an escrow account. The disagreement regarding the disputed amount shall be resolved pursuant to Article 21 of this Agreement. Notwithstanding anything to the contrary in Article 21 of this Agreement, the non-prevailing party shall pay the prevailing party’s costs of the arbitration, including attorneys’ fees. If the arbitrator determines that any or all of the disputed amount is owed to Licensee or its Permitted Affiliates, then Licensor shall pay such amount and may use the amount in the escrow to pay such amount. If the arbitrator determines that none of the disputed amount is owed to Licensee or its Affiliates, then Licensor shall not be required to pay the disputed amount and the escrowed funds shall be released to Licensor.

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(iii) If Licensee terminates the Gold Passport Participation Agreement or the Hotel Reservation System Services Agreement in accordance with the terms thereof based on Licensor’s default thereunder, Licensee may issue a notice of default to Licensor and exercise its remedies under Section 17.3(a)(i) or Section 17.3(a)(ii) above, if applicable, and/or exercise any of the remedies under Section 17.3(b) below;

(iv) If Licensor or any principal, director, officer, shareholder, or agent of Licensor, contrary to the provisions of this Agreement, discloses, causes, or fails to exercise commercially reasonable efforts to prevent the disclosure of, or otherwise uses in an unauthorized manner, any Licensee Confidential Information in violation of this Agreement, including Section 13.l(b) of this Agreement, then:

(A) Licensee may issue a notice of breach to Licensor. In connection with such breach, Licensee may, depending on various factors, including, the severity of the breach, whether the breach was intentional or unintentional, and the damages or potential damages resulting from such breach, exercise any of the remedies provided for in Section 17.3(b) below;

(B) If an arbitrator under Section 21.3 of this Agreement determines that (I) a material breach has occurred, (II) (x) Licensor has failed to exercise commercially reasonable efforts to prevent such breach or (y) such breach was intentional or resulted from Licensor’s gross negligence, and (III) such breach has or may result in the goodwill associated with the Licensed Business being so materially damaged as a result of the breach that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then upon the rendering of the arbitrator’s determination in favor of Licensee to this effect, Licensee may issue a notice of default to Licensor and terminate this Agreement and all rights granted to Licensor hereunder and/or exercise any of the other remedies under Section 17.3(b) below;

(v) If a Transfer by Licensor occurs in violation of Section 16.2 of this Agreement, Licensee may issue a notice of breach. If Licensor fails to notify Licensee within fourteen (14) days following the notice of breach that Licensor intends to unwind such Transfer or fails to actually unwind such Transfer in a manner satisfactory to Licensee within ninety (90) days following the notice of breach, then Licensee may issue a notice of default to Licensor and terminate this Agreement and all rights granted to Licensor hereunder immediately upon notice to Licensor and/or exercise any of the other remedies under Section 17.3(b) below;

(vi) If Licensor dissolves or liquidates, except in connection with a Transfer permitted by Section 16.2 of this Agreement, Licensee may issue a notice of default to Licensor and terminate this Agreement and all rights granted to Licensor hereunder immediately upon notice to Licensor and/or exercise any of the other remedies under Section 17.3(b) below;

(vii) To the extent permitted by Applicable Law, if Licensor becomes insolvent, generally does not pay its debts as they become due, or files a voluntary petition (or consents to an involuntary petition or an involuntary petition is filed and is not dismissed within ninety (90) days) under any bankruptcy, insolvency, or similar law, and such bankruptcy or insolvency has a material adverse effect on the Licensed Business or Licensee or Licensee’s Affiliates, Licensee may issue a notice of default to Licensor and terminate this Agreement and all rights granted to Licensor hereunder immediately upon notice to Licensor and/or exercise any of the other remedies under Section 17.3(b) below; and

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(viii) (A) If Licensor or any of its Affiliates is convicted of a felony or other similar crime or offense and such conviction prevents Licensee from obtaining or retaining the licenses that it requires to continue operating the Licensed Business at any individual Project(s), then Licensee may issue a notice of breach to Licensor and exercise any of the remedies under Section 17.3(b) below;

(B) If Licensor or any of its Affiliates is convicted of a felony or other similar crime or offense and such conviction is the primary cause of Licensee being prevented from obtaining or retaining the licenses that it requires to continue operating the Licensed Business at all or substantially all of the Projects and the Licensed Business has been or is reasonably likely to be so materially damaged that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, then Licensee may issue a notice of breach. Upon such notice of breach, the parties will use commercially reasonable efforts to enter into a Remediation Arrangement under which Licensor will undertake to remedy the breach to Licensee’s reasonable satisfaction. If the parties fail to enter into a Remediation Arrangement within ninety (90) days following the date of the notice of breach or Licensor fails to cure the breach pursuant to the Remediation Arrangement, Licensee may issue a notice of default to Licensor and terminate this Agreement immediately upon notice to Licensor and/or exercise any of the other remedies under Section 17.3(b) below.

(b) Upon the issuance by Licensee of a notice of default to Licensor under Section 17.3(a)(i) through (viii) above, Licensee shall have the right to pursue any one or more of the following remedies:

(i) To institute any and all proceedings permitted by Applicable Law or in equity with respect to such event of default, including, without limitation, actions for injunctive and/or declaratory relief (including specific performance) and/or damages pursuant to the terms of this Agreement. Licensor acknowledges and agrees that, in the event that Licensee terminates this Agreement pursuant to a termination right expressly identified in Section 17.3(a) above, Licensee will, in addition to the right to terminate this Agreement, have the right to seek and obtain damages with respect to the termination of the Agreement. Licensor agrees that Acquired Companies devoted substantial resources to acquiring, developing and building the Licensed Business (including the Projects and the Licensee Member Information) and that the Licensed Business, including the significant reputation and goodwill associated therewith, has been further developed by Licensee and its Permitted Affiliates during the Term of this Agreement. Licensor further acknowledges and agrees that, in the event Licensee terminates this Agreement as a result of a material event of default hereunder by Licensor, it would be commercially impossible for Licensee to take measures to recreate the Licensed Hyatt Marks or develop an equivalent brand, and, therefore it would be unreasonable to expect or require Licensee to mitigate its damages resulting from such default and termination; or

(ii) To suspend provision of the services that Licensee is required to provide to Licensor under this Agreement or remit monetary payments to be held by an escrow agent reasonably acceptable to the parties, until the breach is cured.

Section 17.4 Other Breaches. If Licensee or Licensor materially fail to fulfill any of the other material covenants, undertakings, obligations or conditions set forth in this Agreement, except for where specific remedies are identified for breaches and defaults described in Section 17.1, 17.2 and 17.3 of this Agreement, the non-defaulting party shall have the right to institute any and all proceedings permitted by Applicable Law or in equity with respect to such failure, including, without limitation, actions for injunctive and/or declaratory relief (including specific performance) and/or damages; provided, however,

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that the non-defaulting party shall not have the right to terminate this Agreement with respect to such failure unless it is determined by arbitration pursuant to Section 21.3 of this Agreement that (i) the non-defaulting party has been or will be damaged in an amount in excess of ten million dollars ($10,000,000) (as adjusted annually after the Effective Date by the CPI Index) or (ii) the goodwill associated with the Licensed Hyatt Marks and System (if Licensor is the non-defaulting party) or the Licensed Business (if Licensee is the non-defaulting party) has been or will be so materially damaged as a result of the conduct of the defaulting party that interim injunctive relief is an inadequate remedy and that termination of the entire relationship contemplated by this Agreement is the only adequate remedy, in which case the non-defaulting party shall have the right to terminate this Agreement upon the rendering of arbitration panel’s determination. The parties acknowledge and agree that, in the event that the non-defaulting party terminates this Agreement pursuant to this Section 17.4, the non-defaulting party will, in addition to the right to terminate, have the right to seek and obtain damages with respect to the termination of the Agreement.

Section 17.5 Licensee Cross Defaults. An event of default by Licensee, its Permitted Affiliate or Permitted Sublicensee under this Agreement shall be a default under the Gold Passport Participation Agreement and the Hotel Reservation System Services Agreement.

Section 17.6 Extraordinary Events.

(a) If either Licensee’s or Licensor’s failure to conform to, keep, perform, fulfill, or satisfy any representation, warranty, covenant, undertaking, obligation, standard, test, or condition set forth in this Agreement with respect to one or more Projects, Sales Facilities or Marketing Facilities, other than an obligation to make monetary payments or provide monetary funding, is caused in whole or in material part by one or more Extraordinary Events, such failure shall not constitute a failure or a default under this Agreement, and such failure shall be excused with respect to the subject Projects, Sales Facilities or Marketing Facilities (but only as to the subject Projects, Sales Facilities or Marketing Facilities) for as long as the failure is caused in whole or in part by such Extraordinary Event(s) and so long as the party impacted by such Extraordinary Event(s) is using commercially reasonable efforts to mitigate the effects of such Extraordinary Event(s) and diligently pursuing a cure.

(b) If either Licensee’s or Licensor’s failure to conform to, keep, perform, fulfill, or satisfy a material obligation set forth in this Agreement that affects all or substantially all of the services to be provided under this Agreement or that has a material adverse effect on the Licensed Business as a whole, other than an obligation to make monetary payments or provide monetary funding, is caused in whole or in material part by one or more Extraordinary Events, such failure shall not constitute a failure or a default under this Agreement, and such failure shall be excused for as long as the party impacted by such Extraordinary Event(s) is using commercially reasonable efforts to mitigate the effects of such Extraordinary Event(s) and diligently pursuing a cure.

ARTICLE 18

POST-TERMINATION OBLIGATIONS

Section 18.1 Project De-Identification and Post-Termination Obligations.

(a) Upon termination of Licensee’s rights to operate one or more (but not all) of the Licensed Shared Ownership Projects or Affiliated Unbranded Shared Ownership Projects under the System, in a Licensed Club or pursuant to this Agreement, all rights to operate such Shared Ownership Project under the System, in a Licensed Club or pursuant to this Agreement shall terminate, and the subject Licensed Shared Ownership Project or Affiliated Unbranded Shared Ownership Project shall be Deflagged. In connection with the Deflagging:

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(i) Licensee will notify all Members upon the Deflagging pursuant to a form of notice agreed to by the parties that the Deflagged Shared Ownership Project is no longer affiliated with the System and is no longer a Licensed Shared Ownership Project or Affiliated Unbranded Shared Ownership Project, as the case may be.

(ii) Shared Ownership Products at a Deflagged Shared Ownership Project which were not part of a Licensed Non-Site Specific Club, shall not be included in the inventory of a Licensed Club as a usage option for Members of such Licensed Club.

(iii) Shared Ownership Products at a Deflagged Shared Ownership Project which were part of a Licensed Non-Site Specific Club may continue to be included in the inventory of a Licensed Non-Site Specific Club as a usage option for Members of such Licensed Non-Site Specific Club until such time as the inventory from the Deflagged Shared Ownership Project can be replaced with inventory from other Licensed Shared Ownership Projects or Affiliated Unbranded Shared Ownership Projects such that the one-to-one use right to use night requirement ratio is achieved without the inventory of the Deflagged Shared Ownership Project (with respect to which Licensee hereby covenants to have such replacement inventory added to such Non-Site Specific Club as diligently as is commercially practicable and shall take such other actions that may be required by a Governmental Authority or by Applicable Law to effectuate such removal and/or replacement) (the “ Club Removal Transition Period ”), but, during the Club Removal Transition Period, such inventory must be clearly identified as a non-Hyatt product in all of Licensee’s distribution channels. After the Club Removal Transition Period, the inventory of the subject Deflagged Shared Ownership Project shall not be included in the inventory of a Licensed Non-Site Specific Club as a usage option for Members of such Licensed Non-Site Specific Club.

(iv) Members of a Licensed Club of which the subject Deflagged Shared Ownership Project was a part, will not be permitted to trade usage rights in Shared Ownership Products at the subject Deflagged Shared Ownership Project for points under the Brand Loyalty Program.

(v) Shared Ownership Products at the subject Deflagged Shared Ownership Project which were not part of a Licensed Non-Site Specific Club, shall no longer be sold under, or in association with, the Licensed Hyatt Marks, the other Licensor Intellectual Property, the Branded Elements or any other aspect of the System, or made part of any Licensed Club.

(vi) Shared Ownership Products in phases of the Deflagged Shared Ownership Project that were already part of a Licensed Non-Site Specific Club at the time of the Deflagging may, however, continue to be sold for use in the Licensed Non-Site Specific Club during the Club Removal Transition Period, but interests in new phases of the Deflagged Shared Ownership Project shall not be made part of a Licensed Non-Site Specific Club and shall not be sold as part of a Licensed Non-Site Specific Club.

(vii) With respect to Licensed Shared Ownership Projects, inventory for transient rental at the Deflagged Shared Ownership Project will no longer be listed on hyatt.com or otherwise in the Hotel Reservation System, and stays at the Deflagged Shared Ownership Project will not be deemed a “Hyatt” stay for purposes of the Brand Loyalty Program.

(b) Upon termination of Licensee’s rights to operate one or more (but not all) of the Projects under the System, in a Licensed Club or pursuant to this Agreement and subject to the provisions of Section 18.1(a) above, all rights to operate the subject Project under the System, in a Licensed Club or pursuant to this Agreement will terminate, including the rights to use Licensor’s Electronic Systems, the Licensed Hyatt Marks, the Licensor Intellectual Property, and the Branded Elements with respect to the subject

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Project; provided, however, Licensee shall have a period of time equal to the longer of (i) the period of time permitted under any applicable System Removal Agreement or Non-Renewal Agreement for the subject Project, or (ii) six (6) months during which to transition its business to new systems, and to discontinue use of the System, the Licensor’s Electronic Systems, the Licensed Hyatt Marks, the Licensor Intellectual Property, and the Branded Elements (the “ Transition Period ”) and following the expiration of the Transition Period, and the parties will comply with their respective obligations described below:

(i) Licensee, its Permitted Affiliates and Permitted Sublicensees may not, without Licensor’s permission, represent to the subject Project customers, prospective customers or the public that the subject Project is or was connected with the System or a Licensed Club, or otherwise hold itself out to the public as a former licensee of Licensor, except as required under the other provisions of this Section 18.1(b) including Section 18.1(b)(viii) below, and will fully comply with Section 12.2(a)(iv) of this Agreement, other than as required Applicable Law.

(ii) Licensor will not represent that the subject Project is or was in any way connected with the System or a Licensed Club, other than as required by Applicable Law.

(iii) Licensee at its expense will remove all structures and items identifying the subject Project as connected with the System or a Licensed Club, including all elements of the trade dress and other distinctive features, devices, and/or items associated with the System. Licensee as its expense will promptly remove any items using the Licensor Intellectual Property from or in connection with the subject Project (except Licensor Customer Information relating to Members of the subject Project that Licensee is permitted to retain and use under Section 18.2(g) below) and perform such additional actions as set forth in any de-identification list Licensor provides to Licensee to ensure that the subject Project is not connected with the System or a Licensed Club and is not using any Licensor Intellectual Property. With respect to exterior signage bearing any Licensed Hyatt Marks, Licensee must (A) promptly schedule the permanent removal of all exterior signage and give Licensor written evidence of such schedule, (B) immediately cover all exterior signage in a professional manner, and (C) permanently remove all exterior signage within (x) the period of time permitted under any applicable System Removal Agreement or Non-Renewal Agreement for the subject Project, or (y) thirty (30) days after such termination.

(iv) Licensee will change the Project’s telephone listing and immediately stop answering the telephone in any way that would lead a current or prospective customer, vendor or other Person to believe that the Project still is associated with Licensor or the System or a Licensed Club.

(v) Licensee will stop all uses of the Licensor Intellectual Property on any Licensee’s Website and use commercially reasonable efforts to require all third-party websites to remove any references that directly or indirectly associate the Project with the Licensed Hyatt Marks or a Licensed Club.

(vi) Licensee will cancel all fictitious, assumed or other business name registrations relating to Licensee’s use of the Licensed Hyatt Marks for such Project to the extent permitted under Applicable Law.

(vii) Permit Licensor’s representatives to enter the premises of any subject Project on no less than twenty-four (24) hours’ prior notice to conduct inspections on a periodic basis until de-identification is completed to Licensor’s reasonable satisfaction.

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(viii) Beginning on the date upon which such Project is required to de-identify and continuing until de-identification is completed to Licensor’s reasonable satisfaction, Licensee must maintain a conspicuous sign at the registration desk in a form that Licensor specifies stating that the Project is no longer associated with the System or a Licensed Club.

(ix) Each party will promptly pay all amounts owing to the other party and any of its Affiliates related to the subject Project.

(x) Licensor at its expense will promptly perform such reasonable additional actions as set forth in any de-identification list Licensee provides to Licensor to ensure that Licensor is not connected with the subject Project.

Licensee acknowledges that the de-identification process is intended to alert the public promptly that the subject Project is not affiliated with the System or a Licensed Club. Subject to the terms of subsection (iii) above with respect to exterior signage, Licensee shall complete all de-identification obligations under this Section 18.1 to Licensor’s reasonable satisfaction, and provide a written certification to Licensor indicating such completion, on or before the date on which the Transition Period ends.

Section 18.2 Agreement De-Identification and Post-Termination Obligations. Upon expiration or other termination of this Agreement, all rights granted under this Agreement to Licensee to operate the Projects under the System will immediately terminate following the expiration of the Transition Period, including the rights under this Agreement to use Licensor’s Electronic Systems, the Licensed Hyatt Marks, the Licensor Intellectual Property, and the Branded Elements, and the parties will comply with their respective obligations described below:

(a) Except as required in Section 18.1(b)(viii) above, Licensee will not represent that the Licensed Shared Ownership Business, the Licensed Residential Business, any Licensed Club or any of the Projects are in any way connected with the System or hold itself out as a licensee or former licensee of Licensor or that it was formerly known by any corporate name or trade name containing the Licensed Hyatt Marks, other than as required by Applicable Law.

(b) Licensor will not represent that any of the Projects are in any way connected with the System or a Licensed Club or hold itself out as a licensor or former licensor of Licensee, other than as required by Applicable Law.

(c) The Licensed Hyatt Marks shall be removed from all aspects of the previously Licensed Clubs, including the Club Documents, subject to Section 18.1(a) above.

(d) With respect to each Project, Licensee will comply with its obligations described in Sections 18.1(a) and (b) of this Agreement.

(e) Licensor at its expense will promptly remove any items using the Licensee Intellectual Property from or in connection with any Licensor Lodging Facilities or any other businesses of Licensor and its Affiliates (except that Licensee shall be responsible for removing any Sales Facilities and/or Marketing Facilities located at Licensor Lodging Facilities at Licensee’s expense) and perform such additional actions as set forth in any de-identification list Licensee provides to Licensor to ensure that Licensor is not connected with the Projects or the Shared Ownership Business of Licensee, its Permitted Affiliates and Permitted Sublicensees and is not using any Licensee Intellectual Property.

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(f) Licensee will immediately turn over to Licensor or destroy (with the exception of stored electronic information which will continue to be retained and stored and treated in accordance with the confidentiality provisions of this Agreement) all copies of any Licensor Confidential Information (not including any Licensee Member Information), Licensor Intellectual Property, and all other System materials relating to the operation of the Licensed Business and the Projects, all of which are acknowledged by Licensee to be Licensor’s property. Licensee will not retain a copy or record of any of the foregoing, except for Licensee’s copy of this Agreement, any correspondence between the parties, and any other documents that Licensee reasonably needs for compliance with any provisions of Applicable Law. If Licensor expressly permits Licensee to continue to use any Licensor Intellectual Property after the termination or expiration date, such use by Licensee will be in accordance with the terms of this Agreement.

(g) Licensor will discontinue all uses of Licensee Intellectual Property. Licensor will immediately turn over to Licensee or destroy (with the exception of stored electronic information which will continue to be retained and stored and treated in accordance with the confidentiality provisions of this Agreement) all copies of any Licensee Confidential Information, Licensee Intellectual Property, and all other materials relating to the operation of the Projects, all of which are acknowledged by Licensor to be Licensee’s property. Licensor will not retain a copy or record of any of the foregoing, except for Licensor’s copy of this Agreement, any correspondence between the parties, and any other documents that Licensor reasonably needs for compliance with any provisions of Applicable Law. If Licensee expressly permits Licensor to continue to use any Licensee Intellectual Property after the termination or expiration date, such use by Licensor will be in accordance with the terms of this Agreement.

(h) Licensee and Licensor shall at all times comply with the confidentiality provisions of this Agreement with respect to any Licensor Confidential Information or Licensee Confidential Information.

(i) Each party will promptly pay all amounts owing to the other party and any of its Affiliates under this Agreement.

(j) Licensor shall provide reasonable cooperation to Licensee to assist in the orderly transfer of Licensee’s systems, data and other information from Licensor’s Electronic Systems, the Hotel Reservation System and the other services of Licensor in accordance with a termination transition services agreement, to be developed and mutually agreed to by Licensor and Licensee contemporaneously with the termination of this Agreement. Licensor and Licensee shall use commercially reasonable efforts to ensure that such transfer is orderly and does not give rise to any undue interference with business operations of either party or disruption of the rights of Members.

Section 18.3 Costs of De-Identification. If Licensee fails to comply strictly with all of the de-identification provisions in this Article 18, Licensee agrees to: (i) pay Licensor a royalty fee of Five Thousand Dollars ($5,000) per day per Project until de-identification is completed to Licensor’s reasonable satisfaction; and (ii) permit Licensor’s representatives to enter Projects to complete the de-identification process at Licensee’s expense. Licensee agrees to pay all of Licensor’s reasonable costs and expenses of enforcing these de-identification provisions, including all attorneys’ fees and costs. Nothing in this Article 18 or this Agreement limits Licensor’s rights or remedies at law or in equity if Licensee does not complete the de-identification procedures as provided above, including Licensor’s right to seek and obtain an injunction to remove or cause to be removed, at Licensee’s sole cost and expense, all signage from the Projects; provided, however, Licensor is prohibited from seeking punitive, exemplary, treble or other forms of multiple damages.

Section 18.4 Survival. The rights and obligations of the parties under this Article 18 will survive termination or expiration of this Agreement.

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ARTICLE 19

COMPLIANCE WITH LAWS; LEGAL ACTIONS

Section 19.1 Compliance with Laws.

(a) The parties will comply with all Applicable Law in connection with the fulfillment of their respective obligations under this Agreement. Without limiting the foregoing, the parties will comply with the Foreign Corrupt Practices Act, 15 U.S.C. §78 dd et seq., the Anti-Boycott Regulations of the United States, 15 Code of Federal Regulations, Part 369, promulgated under the U.S. Export Administration Act, 50 U.S.C. App. 2407, and all Applicable Law against corrupt business practices, against money laundering and against facilitating or supporting persons who conspire to commit crimes or acts of terror against any Person or Governmental Authority.

(b) Licensee will forward to Licensor within a reasonable period of time (not to exceed ten (10) Business Days) following Licensee’s receipt copies of all inspection reports, warnings, certificates, and ratings issued by any Governmental Authority related to any Project or the Licensed Business that identify a material failure to meet or maintain governmental standards regarding health or life safety or any other material violation of Applicable Law that may materially and adversely affect the operation of any Project or materially and adversely affect the Licensed Business or Licensee.

(c) Each party will, if required by Applicable Law, timely file, register, or report this Agreement or the payments to be made hereunder, as applicable, to the appropriate Governmental Authorities having jurisdiction over any Project, the Licensed Business or this Agreement, and pay all costs and expenses related thereto.

Section 19.2 Notice Regarding Legal Actions. Licensee and Licensor will each notify the other (i) within a reasonable period of time (not to exceed ten (10) Business Days) after the applicable party has actual knowledge of the commencement of any material action, suit, or other proceeding that involves any Project or the Licensed Business that could have a material adverse effect on the Project or the Licensed Business or with respect to which the amount in controversy exceeds (x) one million dollars ($1,000,000) (as adjusted annually after the Effective Date by the CPI Index) to the extent the action relates to a single Project or (y) five million dollars ($5,000,000) (as adjusted annually after the Effective Date by the CPI Index) to the extent the action involves more than one Project or the Licensed Business in general; or Licensor’s or Licensee’s relationship with any Project, the Licensed Shared Ownership Business or the System, and (ii) within a reasonable period of time (not to exceed ten (10) Business Days) after the issuance of any judgment, order, writ, injunction, award, or other decree of any Governmental Authority that may materially adversely affect the operation or financial condition of any Project, Licensor or Licensee. Nothing in this Section 19.2, however, will abrogate any notice requirement that Licensor or Licensee may have under any insurance program or contract.

Section 19.3 Block Exemption. Licensor and Licensee acknowledge and agree that the license is granted on the assumption that this Agreement complies, and will continue to comply, with the European Commission’s Block Exemption Regulation for Vertical Agreements (EU No. 330/2010) (the “ Regulation ”) and with Article 101 of the Treaty on the Functioning of the European Union (“ Article 101 ”) and with the official interpretative guidelines of 2010, and any successor to the Regulation and to the guidelines. If, at any time, questions arise concerning this Agreement’s compliance with the Regulation, the parties agree to use their best efforts and to cooperate with each other to amend this Agreement either to bring it into conformity with the requirements of the Regulation or to seek an alternative way to comply with Article 101. If, after exhausting all efforts to bring this Agreement in conformity with the requirements of the Regulation, the parties determine that this Agreement cannot be modified to comply with Article 101,

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including the Regulation, without undermining material elements of the license relationship, either party may, at its option, without liability for such action or any further obligation to the other party, terminate the provisions of this Agreement and the license upon thirty (30) days’ notice to the other party as to the portions of the Agreement or Territory that violate the Regulation. In such event, with respect to any change in the territorial rights that are materially adverse to Licensee, result in a material decrease in revenue of the Licensed Business, or result in a material diminution in value to the Licensed Business that are reasonably attributable to such termination, the Royalty Fees shall be equitably adjusted and/or the parties may otherwise modify this Agreement, to account for such effects. To the extent that the post-termination obligations described in Article 18 of this Agreement would be applicable, Licensee, its Affiliates and Permitted Sublicensees will comply with such obligations. Notwithstanding any provision of this Agreement to the contrary, if a termination of the provisions of this Agreement and the license in accordance with this Section 19.3 results in the exclusion of portions of the Territory from the Licensed Business, then Licensee shall have the unrestricted right to engage in the Shared Ownership Business within such excluded portions of the Territory in any brand segment and with any brand or on an unbranded basis.

Section 19.4 Compliance with Registration/Disclosure Requirements.

(a) If the offer or grant of the rights to Licensee under this Agreement as of the Effective Date, for any potential New Project or Affiliated Unbranded Shared Ownership Project (including any such Project that would be developed through a third party), would result in a requirement for Licensor to comply with any Registration/Disclosure Requirement (defined below) in any Covered Jurisdiction (defined below), and no self-executing exemption from the Registration/Disclosure Requirement exists, then:

(i) the parties agree that, notwithstanding anything to the contrary in this Agreement, the Covered Jurisdiction shall be excluded from the rights granted to Licensee under this Agreement as of the Effective Date until such time as the parties comply with the requirements of Section 19.4(a)(ii) below (the “ Excluded Rights ”); and

(ii) at Licensee’s request, Licensor and Licensee shall use commercially reasonable efforts to comply with, or obtain an exemption from, the Registration/Disclosure Requirement in that Covered Jurisdiction in order to grant the Excluded Rights to Licensee. Licensor and Licensee shall share equally all costs and expenses (including reasonable attorneys’ fees) associated with the activities contemplated in this subsection (ii).

(b) If Licensee’s development of any New Project (including any New Project that would be developed through a third party), and/or offer or grant of any rights to any Permitted Affiliate or Permitted Sublicensee, would result in a requirement for Licensor and/or Licensee (or any of Licensee’s Affiliates or Permitted Sublicensees) to comply with any Registration/Disclosure Requirement in any Covered Jurisdiction, then Licensee shall at its sole cost and expense comply with, or obtain an exemption from, such Registration/Disclosure Requirements prior to developing such New Project or offering or granting such rights in the Covered Jurisdiction.

(c) Licensee shall deliver or cause to be delivered to Licensor all disclosure documents, registration/exemption filings and other documents that Licensee (or any of Licensee’s Affiliates or Permitted Sublicensees) intends to use directly or indirectly to comply with any Registration/Disclosure Requirement (collectively, the “ Compliance Documents ”) as part of the New Project Application. The Compliance Documents (and any amendments thereto) shall all be subject to the approval of Licensor prior to their delivery or filing with any Governmental Authority or other third party, it being understood and agreed, however, that Licensor will review the Compliance Documents solely for its own purposes and not

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for the benefit of any other Person, and that its approval will not be deemed an approval of the legal sufficiency or other effects or characteristics thereof, provided, however, that Licensor may withhold its approval if it notices any legal deficiency in the course of its review. If Licensor fails to approve or disapprove the Compliance Documents within ten (10) Business Days from its receipt of the same, then such Compliance Documents shall be deemed approved.

(d) In this Agreement, a “ Registration/Disclosure Requirement ” means (i) in the United States, any Applicable Law, rules and regulations of the Federal Trade Commission, and any state or other jurisdiction regulating the offer and/or sale of franchises, business opportunities or seller assigned marketing plans, including all franchise disclosure and franchise registration laws relating to the Licensed Business, and (ii) outside the United States, any Applicable Law, rules or regulations that regulate agreements or relationships which, if conducted in the United States, would be covered by the Applicable Law, rules and regulations described in subsection (i) above, in each case, that requires Licensor, Licensee, and/or any of their respective Affiliates or Permitted Sublicensees, prior to the grant of rights under this Agreement or the exercise of any rights as contemplated by this Agreement, to register or make any franchise-related filing with any Governmental Authority and/or deliver to Licensee, any Permitted Sublicensees, or any other Person a related disclosure document or other information concerning those rights or the obligations relating thereto. A “ Covered Jurisdiction ” means any country, state, province, or other political subdivision within which a Registration/Disclosure Requirement applies.

ARTICLE 20

RELATIONSHIP OF PARTIES

Section 20.1 Reasonable Business Judgment. Unless Licensor has reserved “sole discretion,” Licensor will use its reasonable business judgment when discharging its obligations or exercising its rights or discretion under this Agreement. Licensee agrees that Licensor, in the exercise of its reasonable business judgment, may act with the intention to benefit the System and Licensor’s business as a whole, and not individual Licensor Lodging Facilities or other facilities, including the Projects; provided, that such intent may not include the intent of injuring Licensee or the Licensed Business. Licensor may impose reasonable conditions upon the grant of any consent or approval; provided, however, Licensor may impose any conditions upon the grant of any consent or approval with respect to which Licensor has reserved “sole discretion.” Licensee will have the burden of establishing that Licensor failed to exercise reasonable business judgment.

Section 20.2 Independent Contractor.

(a) This Agreement does not create a fiduciary relationship between Licensor and Licensee. Licensee and Licensor are independent contractors, and nothing in this Agreement is intended to constitute either party as an agent, legal representative, subsidiary, joint venturer, partner, manager, employee, or servant of the other for any purpose, except that Licensor may act on Licensee’s behalf as Licensee’s agent for purposes of booking reservations at any Project.

(b) Nothing in this Agreement authorizes either party to make any contract, agreement, warranty, or representation on the other party’s behalf or to incur any debt or other obligation in the other party’s name.

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ARTICLE 21

DISPUTE RESOLUTION

Section 21.1 Alternative Dispute Resolution. Subject to Sections 21.4 and 21.7 of this Agreement, the parties agree for themselves and their respective Affiliates, and each of their respective shareholders, trustees, beneficiaries, directors, officers, employees or agents, that all Disputes which arise hereunder, regardless of whether or not the existence of a Dispute is specifically referred to in any provision of this Agreement, shall be subject to, and resolved in accordance with, this Article 21. (For the purposes of this Article 21, the term “party” shall refer to each of the Persons referenced in this Section 21.1).

Section 21.2 Mediation.

(a) If either party gives notice to the other party of the existence of a Dispute, then, commencing within five (5) days after the date of such notice, the parties shall, through their senior business representatives and (if they so desire) counsel, negotiate in good faith for a period of at least ten (10) Business Days in an effort to resolve the Dispute without prejudice to either party’s rights under this Article 21.

(b) If the parties are unable to resolve the Dispute within such ten (10) Business Day period, either party may then submit the Dispute to non-binding mediation under the then applicable rules and jurisdiction of the American Arbitration Association (“ AAA ”), in which event, the parties shall participate in at least ten (10) hours of mediation within the thirty (30) day period after such Dispute has been submitted for mediation unless the parties mutually agree in writing to a longer period. The fees and costs of such mediation shall be borne equally by the parties.

(c) If the Dispute remains unresolved at the conclusion of such mediation, either party may then submit the Dispute to arbitration in accordance with Section 21.3 of this Agreement.

(d) If the parties mutually agree in writing, they can (i) proceed directly to arbitration, and/or (ii) decide to vary or revise any of the timeframes or proceedings set forth in Sections 21.2 and 21.3 of this Agreement.

Section 21.3 Arbitration.

(a) Subject to Section 21.4 and 21.7 of this Agreement, all Disputes that have not been resolved through negotiation or mediation pursuant to Section 21.2 shall be submitted to final and binding arbitration administered by the AAA. If the AAA no longer exists or is unable to administer the arbitration of the Dispute in accordance with this Article 21, and the parties cannot agree on the identity of a substitute arbitration service provider within ten (10) days after notice by the complaining party, then such party shall petition a Delaware court of competent jurisdiction to identify a substitute arbitration service provider, who will administer the dispute resolution process in accordance with this Article 21. The arbitration shall be governed exclusively by the Federal Arbitration Act or any successor law, without reference to any state arbitration statutes. In any such arbitration proceeding, each party shall submit or file any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be barred. The arbitrator may not consider any settlement discussions or offers that might have been made by either Licensor or Licensee.

(b) The arbitration proceedings will be conducted by one (1) arbitrator and, except as this Section otherwise provides, according to the AAA’s then current commercial arbitration rules. The

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arbitrator must be chosen from a proposed list of at least fifteen (15) arbitrators who are licensed attorneys each with no less than ten (10) years of legal experience, and who are listed on the AAA’s National Roster of Neutrals (or such other equivalent replacement roster of experienced arbitrators that the AAA designates). All proceedings will be conducted at a suitable location chosen by the arbitrator that is within ten (10) miles of Orlando, Florida. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) and not by any state arbitration law. In addition to the foregoing, the arbitrator selected shall be a third-party individual: (i) having not less than ten (10) years’ experience in the hospitality industry or at least ten (10) years’ consulting experience with a solid reputation in the hospitality industry; (ii) not having had any direct relationship with either party in the preceding twenty-four (24) month period, except to the extent disclosed and accepted by the other party; (iii) having demonstrated knowledge of the Shared Ownership Business and the Lodging Business; and (iv) having demonstrated knowledge of the operation and marketing of Shared Ownership Projects and Lodging Facilities in the Licensed Shared Ownership Business market segment. The arbitrator has the right to award any relief that he or she deems proper, including money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief, and attorneys’ fees and costs, provided that the arbitrator may not (A) declare any Proprietary Mark generic or otherwise invalid or (B) award any damages or relief prohibited under Section 21.3(g), Section 21.8 or Section 21.9 below against either party. The award of the arbitrator shall be conclusive and binding upon all parties hereto and judgment upon the award may be entered in any court of competent jurisdiction.

(c) Licensor and Licensee agree that arbitration will be conducted on an individual, not a class-wide, basis; that only Licensor (and/or its Affiliates and its and their respective owners, officers, directors, agents, and/or employees, as applicable) and Licensee (and/or its Affiliates and its and their respective owners, officers, directors, agents and/or employees, as applicable) may be the parties to any arbitration proceedings described in this Section 21.3; and that an arbitration proceeding between Licensor (and/or its Affiliates and its and their respective owners, officers, directors, agents, and/or employees) and Licensee (and/or its Affiliates and its and their respective owners, officers, directors, agents and/or employees) may not be consolidated with any other arbitration proceeding between Licensor and any other person. Notwithstanding the foregoing or anything to the contrary in this Section 21.3, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a dispute that otherwise would be subject to arbitration under this Section, then all parties agree that this arbitration clause shall not apply to that dispute and that such dispute shall be resolved in a judicial proceeding in accordance with this Article 21.

(d) Despite Licensor’s and Licensee’s agreement to arbitrate, Licensor and Licensee each have the right in a proper case to seek temporary restraining orders and temporary or preliminary injunctive relief or other interim orders of specific performance from a court of competent jurisdiction; provided, however, that Licensor and Licensee must contemporaneously submit the dispute for arbitration on the merits as provided in this Article 21.

(e) The parties agree that the award of the arbitrator shall be binding upon Licensor and Licensee and their respective Affiliates, and that judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(f) No arbitrator shall (i) then be in the employ of any Person which, at the time of such arbitration, is engaged in the Shared Ownership Business or the Lodging Business, or (ii) have ever been in the employ of Licensor or Licensee or their respective Affiliates.

(g) THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY PUNITIVE, EXEMPLARY, TREBLE OR OTHER FORMS OF MULTIPLE DAMAGES, OR OTHER DAMAGES OR RELIEF PROHIBITED UNDER SECTION 21.8 OR SECTION 21.9 OF THIS AGREEMENT,

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AGAINST EITHER PARTY OR TO VARY OR IGNORE THE TERMS OF THIS AGREEMENT, AND SHALL BE BOUND BY CONTROLLING LAW. THE ARBITRATOR’S FAILURE TO APPLY CONTROLLING LAW OR ENTRY OF A DECISION THAT IS NOT BASED ON SUBSTANTIAL EVIDENCE IN THE RECORD SHALL BE GROUNDS FOR MODIFYING OR VACATING AN ARBITRATION DECISION.

(h) For any arbitration pursuant to which either party seeks an award for money damages in an amount less than five hundred thousand dollars ($500,000) (as adjusted annually from the Effective Date by the CPI Index), the following provisions shall apply:

(i) Except as otherwise directed by the arbitrators, the parties shall (i) produce relevant documents and information to each other as if Rule 34 of the Federal Rules of Civil Procedure applied to the arbitration proceeding. On a date set by the arbitrator, but in no event more than thirty (30) days after the arbitrator is selected, the parties shall exchange document requests. The parties may schedule up to three (3) depositions, which shall be noticed and taken in a manner consistent with the Federal Rules of Civil Procedure as if those Rules applied to the arbitration proceeding. Any such discovery shall be completed within sixty (60) days following the selection of the arbitrator.

(ii) On a date set by the arbitrator, but in no event more than thirty (30) days after the depositions are complete, the parties shall deliver to the arbitrator and each other a written statement of their respective positions with respect to the Dispute(s) at issue and their reasons in support thereof. Within fourteen (14) days thereafter, the parties may submit to the arbitrator and, if so, deliver to each other, a written response to the other party’s statement.

(iii) Unless requested by the arbitrator, no hearing shall be required in connection with any arbitration, and the arbitrator may elect to base his or her award on the written material submitted by the parties; provided, however, that the parties shall submit to hearings, and be prepared to present testimony, if so requested by the arbitrator.

(iv) Following receipt of the written materials from each party provided for in subparagraph (ii) above, and following any hearing held in connection with such arbitration, the arbitrator shall render his or her award; provided, however, that if more than one Dispute is submitted to the same arbitrator for resolution, each such Dispute shall be deemed a separate arbitration for purposes of this subparagraph and shall be subject to a separate award by the arbitrator.

(i) Any arbitration pursuant to which either party is seeking an award for money damages equal to or in excess of five hundred thousand dollars ($500,000) (as adjusted annually from the Effective Date by the CPI Index) shall be conducted pursuant to the Commercial Dispute Procedures of the AAA; provided, however, that, in all events, the parties shall (i) produce relevant documents and information to each other as if Rule 34 of the Federal Rules of Civil Procedure applied to the arbitration proceeding, and (ii) be entitled to take at least three (3) depositions, which shall be noticed and taken in a manner consistent with the Federal Rules of Civil Procedure as if those Rules applied to the arbitration proceeding. The arbitrator shall follow the Federal Rules of Evidence in making any evidentiary rulings.

(j) The provisions of this Section 21.3 will survive the expiration or termination of this Agreement.

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Section 21.4 Litigation. Notwithstanding anything to the contrary in this Article 21, the parties shall have the right to immediately commence litigation or other legal proceedings without seeking alternative dispute resolution with respect to the following:

(a) Licensor will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Agreement for which such relief is an available remedy, the Brand Standards (including, but not limited to, threats or danger to public health or safety) or actual or threatened misuse or misappropriation of the Licensor Intellectual Property or Licensor Confidential Information.

(b) Licensee will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Agreement for which such relief is an available remedy or actual or threatened misuse or misappropriation of the Licensee Intellectual Property or Licensee Confidential Information.

(c) Licensor or Licensee will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any claims relating to the enforcement of the dispute provisions of this Agreement.

Section 21.5 Governing Law. Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.) or other federal law, this Agreement and all claims arising from the relationship between Licensor and Licensee (and their respective Affiliates) will be governed by the laws of the State of Delaware, without regard to conflict of laws rules. Any action by either party described in Section 21.4 of this Agreement shall be brought in a court for the State of Delaware or a court of the United States located in the State of Delaware. The parties consent to the jurisdiction of such courts and waive any right to have such action transferred from such courts on the grounds of improper venue or inconvenient forum. The parties also waive trial by jury in the event of any such action, and the parties agree that service of process for purposes of any such action need not be personally served or served within the State of Delaware, but may be served with the same effect as if the party were served within the State of Delaware, by notice in the manner prescribed for notices under this Agreement pursuant to Section 23.1 of this Agreement.

Section 21.6 Prevailing Party’s Expenses. The prevailing party in any arbitration, litigation or other legal action or proceeding arising out of or related to this Agreement shall be entitled to recover from the losing party all reasonable fees, costs and expenses incurred by the prevailing party in connection with such arbitration, litigation or other legal action or proceeding (including any appeals and actions to enforce any arbitration awards and court judgments), including reasonable fees, expenses and disbursements for attorneys, experts and other third parties engaged in connection therewith and its share of arbitrator fees and costs. If a party prevails on some, but not all, of its claims, such party shall be entitled to recover an equitable amount of such fees, expenses and disbursements, as determined by the applicable arbitrator or court. All amounts recovered by the prevailing party under this Section 21.6 shall be separate from, and in addition to, any other amount included in any arbitration award or judgment rendered in favor of such party, unless duplicative.

Section 21.7 Third-Party Litigation. This Article 21 shall not apply in the event that a third party has commenced litigation against one or more parties outside of Delaware (“ Third Party Action ”) and a

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defendant party in the Third Party Action files a cross-complaint or third-party complaint against another party that arises out of the same facts or transactions at issue in the Third Party Action.

Section 21.8 Waiver of Jury Trial and Punitive Damages. Each party hereby absolutely, irrevocably and unconditionally waives trial by jury and the right to claim or receive punitive, exemplary, treble or other forms of multiple damages arising out of, pertaining to or in any way associated with the covenants, undertakings, representations or warranties set forth in this Agreement, the relationships of the parties hereto, this Agreement or any other Transaction Agreement.

Section 21.9 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For the avoidance of doubt, it is agreed and understood that this Section 21.9 (Consequential Damages Waiver) shall not prevent either party from recovering direct damages that it suffers under this Agreement.

Section 21.10 Obligation to Mitigate Damages. Each party shall take all reasonable action to mitigate damages arising from the other party’s breach of this Agreement.

ARTICLE 22

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 22.1 Existence and Power; Authorization; Contravention.

(a) Each party represents, warrants and covenants that: (i) it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation; (ii) it and its Affiliates have and will continue to have the ability to perform its obligations under this Agreement; and (iii) it has and will continue to have all necessary power and authority to execute and deliver this Agreement.

(b) Each party represents, warrants and covenants that the execution and delivery of this Agreement and the performance by such party of its obligations hereunder: (i) have been duly authorized by all necessary action; (ii) do not require the consent, vote, or approval of any third parties (including lenders) except for such consents as have been properly obtained; and (iii) do not and will not contravene, violate, result in a breach of, or constitute a default under (a) its certificate of formation, operating agreement, articles of incorporation, by-laws, or other governing documents, (b) any Applicable Law; or (c) any agreement, indenture, contract, commitment, restriction or other instrument to which it or any of its Affiliates is a party or by which it or any of its Affiliates is bound.

(c) Each party represents and warrants that all information provided in connection with this Agreement, is true, correct and complete as of the time made and as of the Effective Date, regardless of whether such representations and warranties were provided by such party, one of its Affiliates, or by a third party on behalf of such party, unless such party has notified the other party of a change in the representations and warranties or the information and such other party has approved the change.

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ARTICLE 23

MISCELLANEOUS

Section 23.1 Notices. All notices required or permitted to be given hereunder will be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier or by United States mail. Notices delivered by mail will be deemed given three (3) Business Days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices delivered by hand will be deemed delivered when actually delivered. Notices given by nationally recognized private courier will be deemed delivered on the date delivery is promised by the courier. Notices given by facsimile with a confirmation of transmission by the transmitting equipment will be deemed given on the first (1st) Business Day following transmission; provided, however, that a notice delivered by facsimile that has not been confirmed or acknowledged (including any response to such transmission) by recipient will only be effective if such notice is also delivered by hand, deposited in the United States mail, postage prepaid, registered or certified mail or given by nationally recognized private courier on or before two (2) Business Days after its delivery by facsimile. All notices will be addressed as follows:

To Licensor:

c/o Hyatt Hotels Corporation

71 South Wacker Dr., 12th Floor

Chicago, Illinois 60606

Attn: General Counsel

Facsimile: 312- 780-5282

and

c/o Hyatt Hotels Corporation

71 South Wacker Dr., 12th Floor

Chicago, Illinois 60606

Attn: Senior Vice President

Facsimile:

with a copy to:

Baker & Hostetler LLP

200 South Orange Avenue, Suite 2300

Orlando, Florida 32801

Attn: John Melicharek, Jr.

Facsimile: 407-841-0168

To Licensee:

c/o Interval Leisure Group, Inc.

6262 Sunset Drive

Miami, Florida 33143

Attn: Victoria J. Kincke, General Counsel

Facsimile: 305-667-2072

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with a copy to:

Holland & Knight, LLP

800 17 th Street, N.W., Suite 1100

Washington, D.C. 20006

Attn: Jeffrey B. Stern

Facsimile: 202-955-5564

Any party(ies) may, by notice given in accordance with this Section 23.1 to the other party(ies), designate another address or Person for receipt of notices hereunder; provided that notice of such a change shall be effective upon receipt

Section 23.2 Severability. If any term or provision of any Article or Section of this Agreement, or the application thereof to any persons or circumstances, shall to any extent or for any reason be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of any Article or Section of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Section 23.3 Entire Agreement. This Agreement and attached exhibits and schedules, together with the Transaction Agreements, will supersede any and all contrary understandings and agreements between the parties, and it is mutually understood and agreed that this Agreement, together with the Transaction Agreements, represents the entire agreement between the parties, and any representations or inducements made prior hereto which are not included in this Agreement, together with the Transaction Agreements, shall be of no force and effect. This Agreement may only be amended and modified by an instrument in writing signed by the duly authorized officers or agents of the parties affected.

Section 23.4 Translations. The English language version of all written materials, including this Agreement, the Brand Standards, the Software, any other documents, forms, agreements, manuals, and advertising materials provided to either party under this Agreement will be the version used for determining the intent of the parties. Either party may translate any such materials into any other language. All translations will be at the sole cost and expense of the translating party. Ownership of any translated materials shall vest in the party who owned the materials from which the translation was made, and all copyrights in any such translated materials will be assigned by translating party to the owning party or its designated Affiliate upon the owning party’s request. The translating party will obtain any necessary agreement with any translator that such translation will be the sole property of the owning party or its Affiliates.

Section 23.5 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which will be deemed an original for all purposes and all of which will constitute, collectively, one agreement. Delivery of an executed signature page to this Agreement by electronic transmission will be effective as delivery of a manually signed counterpart of this Agreement.

Section 23.6 Remedies Not Cumulative. Except as otherwise expressly provided in this Agreement, no right or remedy conferred upon or reserved to Licensor or Licensee by this Agreement is intended to be, nor will be deemed, exclusive of any other right or remedy herein by law or in equity provided or permitted, but each will be cumulative of every other right or remedy.

Section 23.7 Waivers. Except as otherwise provided in this Agreement, approvals, designations, and consents required under this Agreement will not be effective unless evidenced by a writing signed by the duly authorized officer or agent of the party giving such approval or consent. No waiver, delay, omission, or forbearance on the part of Licensor or Licensee to exercise any right, option or power arising from any

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default or breach by the other party, or to insist upon strict compliance by the other party with any obligation or condition hereunder, will affect or impair the rights of Licensor or Licensee, respectively, with respect to any such default or breach or subsequent default or breach of the same or of a different kind. Any delay or omission of either party to exercise any right arising from any such default or breach will not affect or impair such party’s rights with respect to such default or breach or any future default or breach. No party will be liable to other party for providing (or denying) any waiver, approval, consent, or suggestion to the other party in connection with this Agreement or by reason of any delay or denial of any request.

ARTICLE 24

GUARANTY

Section 24.1 Guaranty. Parent unconditionally and irrevocably guaranties to Licensor that if Licensee, a Permitted Affiliate, an wholly-owned subsidiary of Parent providing services pursuant to Section 5.6(b) of this Agreement, or a Permitted Sublicensee fails for any reason to perform when due any of its respective obligations to Licensor under this Agreement and the Transaction Agreements (the “ Obligations ”) within the time specified therein, it will without any demand or notice whatsoever promptly pay or perform such Obligations (the “ Guaranty ”). Parent acknowledges that the Guaranty is a continuing guaranty and may not be revoked and shall not otherwise terminate unless this (i) Agreement has terminated or expired in accordance with Articles 4 or 17 of this Agreement, and (ii) all amounts owing to Licensor by Licensee and Parent pursuant to the Obligations have been paid in full. The liability of Parent hereunder is independent of and not in consideration of or contingent upon the liability of Licensee or any other guarantor and a separate action or actions may be brought and prosecuted against Parent, whether or not any action is brought or prosecuted against Licensee or any other guarantor or whether Licensee or any other guarantor is joined in any such action or actions. The Guaranty shall be construed as a continuing, absolute and unconditional guaranty both of performance and of payment (and not merely of collection) without regard to: (A) any modification, amendment or variation in or addition to the terms of any of the Obligations or any covenants in respect thereof or any security therefor, (B) any extension of time for performance or waiver of performance of any covenant of Licensee or any other guarantor or any failure or omission to enforce any right with regard to or any other indulgence with respect to any of the Obligations, (C) any exchange, surrender, release of any other guaranty of or security for any of the Obligations, or (D) any bankruptcy, insolvency, reorganization, or proceeding involving or affecting Licensee or any other guarantor, it being Parent’s intent that Parent’s obligations hereunder shall be absolute and unconditional under any and all circumstances.

Section 24.2 Parent Waivers. Parent hereby expressly waives diligence, presentment, demand, protest, and all notices whatsoever with regard to any of the Obligations and any requirement that Licensor exhaust any right, power or remedy or proceed against Licensee or any other guarantor of or any security for any of the Obligations. Each and every default in payment or performance by Licensee of any of the Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder against Parent as each cause of action arises. Notwithstanding the foregoing, Licensor hereby acknowledges and agrees that Parent does not waive any defense that an Obligation has already been paid, already been performed, is not due or yet due, or is subject to offset under the terms of this Agreement. For the avoidance of doubt, nothing herein shall obligate Parent to make any payment which is illegal for Parent to have made under any Applicable Law now or hereafter in effect in any jurisdiction applicable to Parent.

Section 24.3 Maximum Liability of Parent. It being understood that the intent of Licensor is to obtain a guaranty from Parent, and the intent of Parent is to incur guaranty obligations, in an amount no greater than the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, it is hereby agreed that:

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(a) if (i) the sum of the obligations of Parent hereunder (the “ Guarantor Obligations ”) exceeds (ii) the sum (such sum, the “ Total Available Net Assets ”) of the Maximum Available Net Assets of Parent and Licensee, in the aggregate, then the Guarantor Obligations of Parent shall be limited to the greater of (x) the Total Available Net Assets and (y) the value received by Parent in connection with the incurrence of the Guarantor Obligations to the greatest extent such value can be determined; and

(b) if, but for the operation of this clause (b) and notwithstanding clause (a) above, the Guarantor Obligations of Parent hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration Parent’s (i) rights of contribution, reimbursement and indemnity from Licensee and any other guarantors with respect to amounts paid by Parent in respect of the Obligations (calculated so as to reasonably maximize the total amount of obligations able to be incurred hereunder), and (ii) rights of subrogation to the rights of Licensor, then the Guarantor Obligations of Parent shall be the largest amount, if any, that would not leave Parent, after the incurrence of such obligations, insolvent or with unreasonable small capital within the meaning of Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, or otherwise make such obligations subject to such avoidance.

Any Person asserting that the Guarantor Obligations of Parent are subject to clause (a) or are avoidable as referenced in clause (b) shall have the burden (including the burden of production and of persuasion) of proving (i) the extent to which such Guarantor Obligations, by operation of clause (a), are less than the Obligations owed by Licensee to Licensor or (ii) that, without giving effect to clause (b), the Guarantor Obligations of Parent hereunder would be avoidable and the extent to which such Guarantor Obligations, by operation of clause (b), are less than the Obligations of Licensee, as the case may be.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, under seal, as of the Effective Date.

	LICENSOR:

	HYATT FRANCHISING, L.L.C.


	By:	/s/ Stephen G. Haggerty

	Name:	Stephen G. Haggerty

	Title:	President


	LICENSEE:

	S.O.I. ACQUISITION CORP.


	By:	/s/ Victoria J. Kincke

	Name:	Victoria J. Kincke

	Title:	Senior Vice President and Secretary


	PARENT:

	INTERVAL LEISURE GROUP, INC.


	By:	/s/ Jeanette E. Marbert

	Name:	Jeanette E. Marbert

	Title:	Executive Vice President and Chief Operating Officer

[Signature Page to Master License Agreement]

EXHIBIT A

DEFINITIONS

When used in this Agreement the following terms have the meanings indicated:

“ AAA ” has the meaning set forth in Section 21.2(b) of this Agreement.

“ Acquired Companies ” has the meaning set forth in the recitals of this Agreement.

“ Actual Aggregate GSP ” has the meaning set forth in Section 4.2(a) of this Agreement.

“ Additional Names ” has the meaning set forth in Section 2.4(l) of this Agreement.

“ Adjacent Hotel ” has the meaning set forth in Section 2.6(a) of this Agreement.

“ Adjusted Exclusivity Test Target ” has the meaning set forth in Section 2.3(b)(iii) of this Agreement.

“ Adjusted Target Aggregate GSP ” has the meaning set forth in Section 4.2(c) of this Agreement.

“ Affected Services ” has the meaning set forth in Section 10.5(c) of this Agreement.

“ Affiliate ” of any particular Person means for any other Person Controlling, Controlled by, or under common Control with such particular Person.

“ Affiliated Third Party Shared Ownership Project ” has the meaning set forth in Section 8.7(e) of this Agreement.

“ Affiliated Unbranded Shared Ownership Projects ” are Shared Ownership Projects which are not branded with the Licensed Hyatt Marks but at the time of determination are included in a Licensed Club, as a component site or affiliated site, to the extent then applicable, and comply with the standards set forth in the Club Documents related to construction, operation and design, provided that such standards shall be consistent with the Upper-Upscale Brand Segment and Luxury Brand Segment.

“ Affiliation Disclosures ” has the meaning set forth in Section 8.7(j) of this Agreement.

“ Aggrieved Owner ” has the meaning set forth in Section 8.2(b) of this Agreement.

“ Agreed Territorial Protections ” has the meaning set forth in Section 5.5(b) of this Agreement.

“ Agreement ” means this Master License Agreement, including any exhibits, attachments, and addenda.

“ Annual Marketing Support Meeting ” has the meaning set forth in Section 10.1(a)(iv) of this Agreement.

“ Applicable Law ” means any applicable federal, state, regional, local, municipal, foreign or other law, Order, ordinance, regulation, rule, statute or requirement of any Governmental Authority having jurisdiction over the Licensed Business or over the Projects, the Sales Facilities, the Marketing Facilities, Licensee, Licensor or this Agreement.

“ Aqua Brand ” means the Lodging Business operated by Aqua Hospitality, LLC, Aqua Hotels and Resorts, Inc. and their Affiliates.

“ Article 101 ” has the meaning set forth in Section 19.3 of this Agreement.

“ Aston Brand ” means the Lodging Business operated by Aston Hotels & Resorts, LLC and its Affiliates.

“ Available Net Assets ” shall mean, with respect to any Person, the amount, as of the respective date of calculation, by which the sum of such Person’s assets (including subrogation, indemnity, contribution, reimbursement and similar rights that such Person may have, but excluding any such rights in respect of the Guarantor Obligations), determined on the basis of a “fair valuation” or their “fair saleable value” (whichever is the applicable test under Section 548 and other relevant provisions of the Bankruptcy Code and the relevant state fraudulent conveyance or transfer laws), is greater than the amount that will be required to pay all of such Person’s debts, in each case matured or unmatured, contingent or otherwise, as of the date of calculation, but excluding liabilities arising under the Guaranty set forth in Article 24 of this Agreement and excluding, to the maximum extent permitted by Applicable Law with the objective of avoiding rendering such Person insolvent, liabilities subordinated to the Obligations arising out of loans or advances made to such Person by any other Person.

“ Brand Guidelines ” means the “Brand Guidelines” provided to Licensee prior to the Effective Date, and those guidelines as modified pursuant to the terms of this Agreement after the Effective Date.

“ Brand Loyalty Programs ” means the programs generally used for Licensor’s Lodging Business that are designed to increase brand loyalty (and consequently market share, length of stay and frequency of usage of such hotels and other branded and affiliated products), and/or any similar, complementary, or successor program. As of the Effective Date, such programs include the “Hyatt Gold Passport Program.”

“ Brand Standards ” means the standards, specifications, policies and procedures promulgated by Licensor to regulate the Licensed Business to ensure the Projects are designed, constructed, maintained, operated, managed and marketed in a first class manner consistent with the Upper-Upscale Brand Segment and Luxury Brand Segment of Licensor Lodging Facilities, but only to the extent applicable to the Licensed Business and with appropriate modifications to reflect differences between physical and operational standards and service levels for the Licensor Lodging Facilities and the physical and operational standards and service levels applicable to the Licensed Shared Ownership Business as of the Effective Date and as thereafter modified, amended or supplemented in accordance with Section 6.2 of this Agreement. Brand Standards may include the following: (i) the standards related to use, style, and presentation of the Licensed Hyatt Marks and other communications regarding the Licensed Business; (ii) the standards necessary for planning, constructing, renovating, and refurbishing Projects, including site plans, architectural, mechanical, electrical, civil engineering, landscaping, and interior design; (iii) the standards related to marketing and sales operations, customer services, and Project operations; (iv) Licensor’s brand standards for the Upper-Upscale Brand Segment and Luxury Brand Segment of Licensor Lodging Facilities, as of the Effective Date and as thereafter modified, amended or supplemented, which include, without limitation, standards and specifications related to health, fire and life safety, security and terrorism standards, the bedding package, customer accessible high speed internet access, Electronic Systems Standards, standards related to transient rentals, standards related to food and beverage services and outlets, but only to the extent applicable to the Licensed Business. The Brand Standards may be in paper or in electronic form. To the extent a reference is made in this Agreement that a particular service or product must be performed or provided “in compliance with Brand Standards” and there is not then a Brand Standard specifically addressing such service or product, then such service or product must be performed or provided in a first class manner and condition consistent with the Upper- Upscale Brand Segment and Luxury Brand Segment

of Licensor Lodging Facilities, with appropriate modifications to reflect the differences between Licensor’s Lodging Business and the Licensed Shared Ownership Business. The Brand Standards in effect as of the Effective Date have been provided by Licensor to Licensee as of the Effective Date. Solely with respect to Affiliated Unbranded Shared Ownership Projects and Third Party Shared Ownership Projects, references to applicable Brand Standards in this Agreement shall mean the Club Standards.

“ Branded Elements ” means (i) the Brand Loyalty Programs, (ii) Licensor-owned or -controlled branded elements of the Hotel Reservation System, (iii) Licensor-owned or -controlled branded elements of Licensor’s website, hyatt.com, or any additional pages or sites within hyatt.com, excluding Licensee Marks, (iv) use of the Brand Loyalty Programs member lists to the extent made available to Licensee as set forth in this Agreement or the Gold Passport Participation Agreement, (v) access to Licensor’s Lodging Business for marketing of Shared Ownership Products by Licensee, its Permitted Affiliates and Permitted Sublicensees pursuant to the Marketing Support Services, the Customer Analytics Services and otherwise to the extent made available to Licensee as set forth in this Agreement, and (vi) access to Licensor’s Lodging Business as an ancillary benefit exchange option for Shared Ownership Products through the Brand Loyalty Programs. Notwithstanding the foregoing, the platform, infrastructure, coding, and non-customer facing elements of the Brand Loyalty Programs, the Hotel Reservation System, and the Licensor website(s) shall not be considered “Branded Elements” for purposes of this Agreement.

“ Bulk Re-Seller ” has the meaning set forth in Section 16.3(b) of this Agreement.

“ Business Changes ” has the meaning set forth in Section 10.5(c) of this Agreement.

“ Business Day ” means any day, other than a Saturday or a Sunday or a day on which banks located in New York City, New York generally are authorized or required by Applicable Law to close.

“ Cardholder Data ” means any data that relates to either (a) a payment card authorized by or bearing the logo of a member of the Payment Card Industry (“ PCI ”) Security Standards Council (the “ PCI SSC ”) or any similar organization that Licensor periodically specifies, or alternative technology or non-cash transaction method relating to payment that Licensor periodically specifies, or (b) a person to whom such a payment card or alternative technology as described in (a) has been issued.

“ Carmel Hotel Franchise Agreement ” means that certain Hyatt Hotel Franchise Agreement between Highlands Inn Investors II, L.P. and Licensor.

“ Carmel Hotel Royalty Fee ” has the meaning set forth in Section 3.2(c) of this Agreement.

“ CAS Contract Year ” has the meaning set forth in Section 10.2(a) of this Agreement.

“ Case Goods ” means furniture and fixtures used in the Projects and their Public Facilities, such as chests, armoires, chairs, beds, headboards, desks, tables, television sets, mirrors, pictures, wall decorations, graphics and all other unspecified items of the same class.

“ Change in Control ” shall be deemed to have occurred when (i) any “person” or “group” (as such terms are used in Sections 13(e) and 14(d) of the Securities Exchange Act), acquires beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act) of, or the power to exercise, directly or indirectly, effective control for any purpose over, shares representing more than forty percent (40%) of the combined voting power of the then-outstanding securities entitled to vote generally in elections of directors of Licensee or Parent; (ii) the stockholders of Licensee or Parent approve any plan or proposal for the liquidation, dissolution or winding up of Licensee or Parent; (iii) the earlier of (A) the date Licensee or Parent (x) consolidates with or merges into any other Person or any other Person merges into Licensee or

Parent, as the case may be, unless the stockholders of Licensee or Parent, as the case may be, immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of Licensee or Parent, as the case may be, immediately before such transaction, or (y) conveys, transfers or leases all or a substantial portion of all of the assets of Licensee or Parent, as the case may be, to any Person (other than a wholly-owned subsidiary as a result of which Licensee or Parent, as the case may be, becomes a holding company or any Affiliate that is wholly-owned by Parent and its subsidiaries) or (B) the date the stockholders of Licensee or Parent approve a definitive agreement to (x) consolidate Licensee or Parent, as the case may be, with or merge Licensee or Parent, as the case may be, into any other Person unless the stockholders of Licensee or Parent, as the case may be, immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the Person resulting from such transaction in substantially the same proportion as their ownership of the outstanding securities entitled to vote generally in elections of directors of Licensee or Parent, as the case may be, immediately before such transaction or (y) convey, transfer or lease all or a substantial portion of all of the assets of Licensee or Parent, as the case may be, to any Person (other than a wholly-owned subsidiary as a result of which Licensee becomes a holding company or any Affiliate that is wholly-owned by Parent and its subsidiaries); or (iv) Continuing Directors do not at any time constitute a majority of the Board of Directors of Licensee or Parent, as the case may be (or, if applicable, a successor corporation to Licensee or Parent, as the case may be). Notwithstanding the foregoing, the transactions contemplated by the terms of the Spinco Agreement (the “ Spinco Agreement ”), dated May 13, 2008, by and among IAC/InterActiveCorp, a Delaware corporation (“ IAC ”), Barry Diller, Liberty Media Corporation, a Delaware corporation, now known as Liberty Interactive Corporation (“ Liberty ”), and certain other Liberty parties named therein (together with Liberty, the “ Liberty Parties ”), will not constitute a Change in Control under this Agreement and will not trigger any Change in Control rights. Specifically, pursuant to the terms of the Spinco Agreement, the Liberty Parties have the right to:

(a) increase their beneficial ownership interest in Parent from Liberty’s current ownership percentage of 29.2% to a maximum of 35% upon the occurrence of certain conditions;

(b) nominate up to 20% of the directors serving on Parent’s board of directors, so long as the Liberty Parties beneficially own at least 20% of the total voting power of Parent’s equity securities;

(i) under Rule 144 under the Securities Act;

(ii) to a third party tender or exchange offer or in connection with any merger or other business combination, which merger or business combination has been approved by Parent;

(iii) in a public offering in a manner designed to result in a wide distribution, provided that no such transfer is made, to the knowledge of the Liberty Parties, to any person whose ownership percentage (based on voting power) of Parent’s equity securities, giving effect to the transfer, would exceed 15%;

(iv) in a single transaction if the transferee’s ownership percentage (based on voting power), after giving effect to the transfer, would not exceed 35% and only if the transferee assumes all of the rights and obligations (subject to limited exceptions) of the Liberty Parties under the Spinco Agreement relating to Parent, at which time “Liberty Parties” shall herein refer to such transferee;

(v) in specified transfers in connection with changes in the beneficial ownership of the ultimate parent company of a Liberty Party or a distribution of the equity interests of a Liberty Party or certain similar events; and

(vi) in specified transfers relating to certain hedging transactions or stock lending transactions in respect of the Liberty Parties’ equity securities in Parent, subject to specified restrictions.

“ Changes ” has the meaning stated in Section 12.4(b) of this Agreement.

“ Club Affiliation Application ” has the meaning stated in Section 8.7(a) of this Agreement.

“ Club Application Fee ” has the meaning stated in Section 8.7(a) of this Agreement.

“ Club Documents ” means the rules and regulations for the Licensed Club, the Club Affiliation Agreement, the Disclosure Guide, the Multisite Timeshare Plan Public Offering Statement and all other documents related to a Licensed Club or the Club reservation system, as amended from time to time, which govern a Member’s use and the operation of a Licensed Club.

“ Club Removal Transition Period ” has the meaning set forth in Section 18.1(a)(iii) of this Agreement.

“ Club Royalty Fee ” has the meaning set forth in Section 3.2(b) of this Agreement.

“ Club Standards ” has the meaning set forth in Section 8.6(b)(i) of this Agreement.

“ Co-Located Hotel ” has the meaning set forth in Section 5.3(a) of this Agreement.

“ Co-Located Licensor Lodging Facility ” has the meaning set forth in Section 5.4(a) of this Agreement.

“ Compliance Documents ” has the meaning set forth in Section 19.4(c) of this Agreement.

“ Complaint Call ” has the meaning set forth in Section 7.6(a) of this Agreement.

“ Condominium Hotel ” means a hotel in which the guest rooms may be placed in a rental pool or rental program and some or all of the guest rooms are financed by virtue of a lease, whole ownership condominium regime, strata title, or any similar regime.

“ Contact Person ” has the meaning set forth in Section 10.5(d) of this Agreement.

“ Continuing Director ” means at any date a member of the Board of Directors of Licensee or Parent, as the case may be, (i) who was a member of such board on the Effective Date or (ii) who was nominated or elected by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board of Directors of Licensee or Parent, as the case may be, was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or such lesser number comprising a majority of a nominating committee if authority for such nominations or elections has been delegated to a nominating committee whose authority and composition have been approved by at least a majority of the directors who were Continuing Directors at the time such committee was formed.

“ Control ” (and any form thereof, such as “ Controlling ” or “ Controlled ”) means, for any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the applicable Person, and with respect to an Owners’ Association the power to elect or appoint a majority of the board of directors of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Controlled Owners’ Association ” means an Owners’ Association that is Controlled at the time of determination by Licensee or one of its Permitted Affiliates or Permitted Sublicensees, as applicable.

“ Controlling Interest ” means an Ownership Interest in an entity sufficient to allow the holder thereof to Control such entity.

“ Covered Jurisdiction ” has the meaning set forth in Section 19.4(d) of this Agreement.

“ CPI Index ” means the Consumer Price Index presently designated as the United States Department of Labor, Bureau of Labor Statistics Consumer Price Index for all Urban Consumers, U.S. City Average. In the event that the statistics are not available or in the event that publication of the Consumer Price Index is modified or discontinued in its entirety, the adjustment provided for herein shall be made on the basis of an index chosen by Licensor as a comparable and recognized index of purchasing power of the United States consumer dollar published by the U.S. Department of Labor or other Governmental Authority. Except as otherwise expressly stated herein, whenever a number or amount is required to be “adjusted by the CPI Index,” or similar terminology, such adjustment shall be equal to the percentage increase or decrease, compounded annually, in the CPI Index which is issued for the month in which such adjustment is to be made (or, if the CPI Index for such month is not yet publicly available, the CPI Index for the most recent month for which the CPI Index is publicly available) as compared to the CPI Index which was issued for the month in which the Effective Date occurred.

“ Customer Analytics Charge ” has the meaning set forth in Section 10.2(c) of this Agreement.

“ Customer Analytics Services ” has the meaning set forth in Section 10.2(a) of this Agreement.

“ Customer Information ” means the names, addresses, phone and fax numbers, email addresses and other personal information of customers or potential customers, mailing lists, “lead” lists, contact lists, or similar lists or databases, and related data.

“ Customer Satisfaction System ” means the mechanism used by Licensee to administer and compile customer satisfaction data to measure different aspects of the customer and guest experience, including the sales and marketing experience, Member services experience, and the vacation experience, as of the Effective Date as it may be modified pursuant to Sections 6.2 or 7.4 of this Agreement.

“ Data Protection Laws ” means data protection and privacy laws and regulations under Applicable Law.

“ Deficiency ” has the meaning set forth in Section 7.4(d) of this Agreement.

“ Deflag ” or “ Deflagging ” means (i) with respect to a Licensed Project, when such Project has been removed from the System and is no longer operating under the Licensed Hyatt Marks, (ii) with respect to an Affiliated Unbranded Shared Ownership Project, when such Project has been removed from a Licensed Club, (iii) with respect to a Non-Site Specific Shared Ownership Vehicle, when a Non-Site Specific Shared Ownership Vehicle has been removed from the System and is no longer operating as part of a Licensed Non-Site Specific Club or under the Licensed Hyatt Marks, and (iv) with respect to a Licensor Lodging

Facility, when a Licensor Lodging Facility has been removed from the applicable system of Licensor Lodging Facilities and is no longer operating under any of the Proprietary Marks.

“ Developer ” means the developer of a Shared Ownership Project or Residential Project, as the case may be, which may be Licensee, a Permitted Affiliate or a Permitted Sublicensee.

“ Direct Marketing Costs ” has the meaning set forth in Section 10.2(c) of this Agreement.

“ Disclosed Territorial Restrictions ” has the meaning set forth in Section 5.5(a) of this Agreement.

“ Dispute ” means any dispute, controversy, or claim arising out of or relating to this Agreement, or the making, breach, termination, or invalidity of this Agreement, or the relationship created thereby.

“ EBITDA ” means a company’s earnings before interest payments, tax, depreciation, and amortization are subtracted for any final accounting of its income and expenses.

“ Effective Date ” has the meaning stated in the preamble to this Agreement.

“ Electronic Systems ” means all Software, Hardware and all electronic access to Licensor’s systems and data, licensed or made available to Licensee, its Permitted Affiliates or Permitted Sublicensees relating to the System, including the Hotel Reservation System and any other system established under Article 9 of this Agreement.

“ Electronic Systems Standards ” means Licensor’s standards, policies, procedures, guidelines and practices with respect to (i) systems that interface with Licensor’s Electronic Systems, (ii) information technology and systems that store or transmit Licensor Confidential Information, and (iii) data security and privacy and compliance with Licensor’s Privacy Policy and all Data Protection Laws as applicable to the systems and information technology referred to in clauses (i) and (ii) in this definition, in each case as updated from time to time.

“ Equity Interest Purchase Agreement ” has the meaning set forth in the recitals of this Agreement.

“ Escala Licensed Residential Project ” means the Licensed Residential Project known as “Escala Lodges Condominium — Phase I” situated in Summit County, Utah, which is an “affiliate resort” in a Licensed Club.

“ Exchange Program ” means any method, arrangement, program or procedure for the voluntary exchange by Members of the right to use and occupy such Members’ Shared Ownership Units for the right to use, occupy or benefit from other accommodations, facilities, programs or services.

“ Excluded Area ” means any countries and jurisdictions in which Licensor does not own a trademark registration for or otherwise have a right to use an applicable Licensed Hyatt Mark, whether due to a prior third party registration or application or use of a conflicting mark or for other reasons, and includes any Unregistered Areas.

“ Excluded Rights ” has the meaning set forth in Section 19.4(a)(i) of this Agreement.

“ Exclusivity Continuation Fees ” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

“ Exclusivity Period ” means any time during the Term during which Licensee has not lost the exclusivity granted in Section 2.1 of this Agreement pursuant to the terms of Section 2.3 of this Agreement.

“ Exclusivity Test ” has the meaning set forth in Section 2.3(a) of this Agreement.

“ Exclusivity Test Period ” has the meaning set forth in Section 2.3(a)(iv) of this Agreement.

“ Exclusivity Test Target ” has the meaning set forth in Section 2.3(a)(iv) of this Agreement.

“ Existing Project Agreements ” has the meaning set forth in Section 5.1(b)(i) of this Agreement.

“ Existing Project License Agreements ” has the meaning set forth in Section 5.1(b)(i) of this Agreement.

“ Existing Projects ” means the Licensed Shared Ownership Projects that are existing and in operation and approved by Licensor as of the Effective Date as set forth in Exhibit B , inclusive of any unimproved land on or adjacent to such Projects available for the expansion and development of future phases as approved by Licensor pursuant to Section 5.1(e) of this Agreement.

“ Existing Residential Project Agreements ” has the meaning set forth in Section 5.1(b)(ii) of this Agreement.

“ Existing Residential Projects ” means the Licensed Residential Projects that are existing and in operation and approved by Licensor as of the Effective Date as set forth in Exhibit B .

“ Extension Fee ” has the meaning set forth in Section 4.2(b) of this Agreement.

“ Extension Term ” has the meaning set forth in Section 4.2(a) of this Agreement.

“ Extension Test Period ” has the meaning set forth in Section 4.2(a) of this Agreement.

“ Extraordinary Event ” means any of the following events, regardless of where they occur or their duration outside the control of any party: acts of nature (including hurricanes, typhoons, tornadoes, cyclones, other severe storms, winds, lightning, floods, earthquakes, volcanic eruptions, fires, explosions, disease, or epidemics); fires and explosions caused wholly or in part by human agency; acts of war or armed conflict; riots or other civil commotion; terrorism (including hijacking, sabotage, chemical or biological events, nuclear events, disease-related events, bombing, murder, assault and kidnapping), or the threat thereof; strikes or similar labor disturbances; embargoes or blockades; mass bank stoppages or closures; shortage of critical materials or supplies; action or inaction of Governmental Authorities that have an impact upon the Licensed Business, excluding, however, general economic and/or market conditions not caused by any of the events described herein.

“ Failing Project Percentage ” has the meaning set forth in Section 17.2(a)(xi) of this Agreement.

“ FF&E ” means all fixtures; equipment; furnishings; furniture; telephone systems; communications systems; facsimile machines; copiers; signs; the System and other property management, revenue management, in-room entertainment, and other computer and technology systems; and other similar items that Licensor periodically specifies for the System or as part of the Brand Standards.

“ Financing Default ” has the meaning set forth in Section 3.1(c) of this Agreement.

“ Follow-up Meeting ” has the meaning set forth in Section 10.1(a)(vi) of this Agreement.

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

“ Gold Passport Participation Agreement ” means the Hyatt Gold Passport Participation Agreement between Licensor and Licensee regarding the Brand Loyalty Program, an amended and restated version of which has been entered into by such parties thereto as of the Effective Date as it may be amended, modified, supplemented or restated from time to time and any agreement with respect to any other Brand Loyalty Program that may be entered into by Licensee and Licensor or its Affiliates from time to time.

“ Governmental Authority ” means any federal, state, local, municipal body or agency, any court of competent jurisdiction, any governmental department, commission, board, bureau, agency, political subdivision or other governmental authority or instrumentality (including state-owned or controlled entities), public international organizations or any arbitral authority, in each case, whether domestic or foreign.

“ Gross Rental Payments ” means the aggregate amount paid by rental guests to any Person in connection with or attributable to the rental of a physical unit used for overnight accommodation to such rental guests, except for monies paid for specific services such as telephone, high speed internet, housekeeping, pay order television movies, spa services, food and beverage and other services which may be provided in addition to the rental of the Unit. Gross Rental Payments shall not include any resort fee, Owners’ Association fees or any taxes on the rental, use or operation of the unit, resort service charges, energy or utility fees or surcharges or any automatic charges imposed on all rental guests.

“ Gross Rooms Revenue ” means all gross revenues attributable to or payable for the rental of guest rooms, including guaranteed no-show revenue and cancellation fees and all cash, check, barter, credit, debit, and other transactions, whether or not collected, at the actual rates charged, reduced by guest room rebates and overcharges (but only if originally included in Gross Rooms Revenue) and excluding any sales, occupancy, use or room taxes Licensee, its Permitted Affiliates or Permitted Sublicensees or Owners’ Associations collect and transmit to the appropriate taxing authority. If Licensee, its Permitted Affiliates or Permitted Sublicensees receive any proceeds from any business interruption insurance attributable to loss of revenue for any guest rooms, there shall be added to Gross Rooms Revenue an amount equal to the imputed gross revenue that the insurer used to calculate those proceeds. Gross Rooms Revenue shall be accounted for in accordance with the Uniform System of Accounts for the Lodging Industry, Tenth Edition, as published by the Educational Institute of the American Hotel and Motel Association, 2006, or a later edition that Licensor approves.

“ Gross Sales Price ” means the purchase price for the initial sale or re-sale of Licensed Shared Ownership Products or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project as reflected on a Purchase Contract, without any reduction or credit. To the extent that Licensed Shared Ownership Products or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project are used as consideration, in whole or in part, for the purchase of other Licensed Shared Ownership Products or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project, the Gross Sales Price for the new Licensed Shared Ownership Product or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project shall be net of the Gross Sales Price paid at any previous time for the previously acquired Licensed Shared Ownership Product or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project traded-in as part of an upgrade or downgrade transaction. For the avoidance of doubt, (a) the Gross Sales Price excludes maintenance fees, management fees, dues, exchange fees, enrollment fees, property management fees, or interest or financing charges with respect to financed purchases of Licensed Shared Ownership Product or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project, and (b) in a “fee for service” contractual relationship, Gross Sales Price continues to mean the purchase price for the initial sale or re-sale of Licensed Shared Ownership Products or Shared Ownership Products at an Affiliated Unbranded Shared Ownership Project as reflected on a Purchase Contract, without any reduction or credit for the sales, marketing and/or administrative fees that may be paid to or retained by Licensee or a Permitted Affiliate by a Permitted Sublicensee.

“ Guarantor Obligations ” has the meaning set forth in Section 24.3(a) of this Agreement.

“ Guaranty ” has the meaning set forth in Section 24.1 of this Agreement.

“ Hardware ” means all computer hardware and other equipment (including all future upgrades, enhancements, additions, substitutions, and other modifications thereof) required for the operation of and connection to any Electronic System.

“ Host Maui Project ” means the Existing Project known as “Hyatt Maui Residence Club” situated on the Island of Maui, Hawaii, consisting of 131 Shared Ownership Units.

“ Hosting Fee ” has the meaning set forth in Section 12.4(b) of this Agreement.

“ Hotel Reservation System ” means any reservation system designated by Licensor for use by its Lodging Business (including all Software, Hardware and electronic access related thereto) and for the Licensed Business as set forth in this Agreement and in the Hotel Reservations System Services Agreement.

“ Hotel Reservation System Fee ” means the fee generally charged by Licensor for reservations made in the Hotel Reservation System to all users on a per reservation basis, as set forth in the Hotel Reservation System Services Agreement.

“ Hotel Reservation System Services Agreement ” means the Hotel Reservation System Services Agreement that will be executed by Licensee as a condition to using the Electronic Systems, as it may be amended, modified, supplemented or restated from time to time.

“ Hyatt Technical Services Consulting Agreement ” means the Hyatt Technical Services Consulting Agreement attached to this Agreement as Exhibit E , which is incorporated by reference in this Agreement.

“ Illegal Facilities ” has the meaning set forth in Section 8.1(d) of this Agreement.

“ Indemnified Party ” has the meaning set forth in Section 15.1(c) of this Agreement.

“ Indemnifying Party ” has the meaning set forth in Section 15.1(c) of this Agreement.

“ Initial Sales Percentage ” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

“ Initial Sales Shortfall Amount ” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

“ Initial Term ” has the meaning set forth in Section 4.1 of this Agreement.

“ Institutional Lender ” means a commercial bank, savings and loan association, savings bank, trust company, credit union, insurance company, real estate investment trust, or pension fund and shall also include other institutions which act as administrative agents, collateral agents or trustees and/or similar functions for any of the foregoing in the ordinary course of their business, and which have assets under management in excess of twenty five billion dollars ($25,000,000,000); provided however, for purposes of this Section 16.4, in the case of a syndicate group of lenders, only the administrative agent, collateral agent or trustee shall be required to have assets under management in excess of twenty five billion dollars ($25,000,000,000)

“ Interest Rate ” means the lesser of: (i) LIBOR plus 1,000 basis points; or (ii) the maximum rate permitted by applicable usury laws.

“ Key Areas ” initially means the following areas: (i) Orlando, Florida, (ii) Las Vegas, Nevada, (iii) Palm Springs and Palm Desert, California, (iv) any of the Hawaiian Islands, and (v) Los Cabos, Mexico. Licensee, on every fifth (5 th ) anniversary of the Effective Date, may, by written notice delivered to Licensor prior to such applicable anniversary date, substitute, effective as of such anniversary date, one or more of such Key Area locations with a like number of locations from among the Key Shared Ownership Destinations.

“ Key Shared Ownership Destination ” means those twenty (20) specific non-Urban Locations in which a Licensor SOI Competitor has one or more Shared Ownership Projects within close vicinity, as designated by Licensee in a writing delivered to Licensor prior to the Effective Date; provided, however, Licensee, on every fifth (5 th ) anniversary of the Effective Date during the Term, may by written notice delivered to Licensor prior to such applicable anniversary date, substitute, effective as of such anniversary date, one or more of such non-Urban Locations with a like number of non-Urban Locations in which a Licensor SOI Competitor has one or more Shared Ownership Projects.

“ LIBOR ” means the rate per annum (rounded up to the nearest 0.01%) for deposits in United States Dollars having a maturity of three (3) months appearing on that page of the Bloomberg’s Report which displays British Banker’s Association Interest Settlement Rates for deposits in United States Dollars (or if such page or service shall cease to be available, such other page on that service or such other service designated by the British Banker’s Association for the display of such Association’s Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the first Business Day of each three (3) month period.

“ Licensed Business ” means, collectively, the Licensed Shared Ownership Business and the Licensed Residential Business operated under the Licensed Hyatt Marks and using other Licensor Intellectual Property, the Branded Elements and the System, as applicable, pursuant to this Agreement, and the Shared Ownership Business of Affiliated Unbranded Shared Ownership Projects.

“ Licensed Club ” means the multi-site vacation ownership program, known as the Hyatt Residence Club f/k/a the Hyatt Vacation Club, and any other multi-site Shared Ownership Product use program to be owned, developed, acquired, marketed or managed by Licensee during the Term operated under the Licensed Hyatt Marks and using other Licensor Intellectual Property, the Branded Elements and the System.

“ Licensed Club Dues ” means the (i) dues paid by Members of a Licensed Club for membership in a Licensed Club, and (ii) the Licensed Club transaction fees, including, but not limited to, cancellation fees, paid by such Members to a Licensed Club; provided, however “Licensed Club Dues” is not inclusive of any annual maintenance fees, special assessments, or real estate taxes paid by such Members to a Licensed Club or to any applicable Owners’ Association or administrative fees for Third Party Shared Ownership Projects excluded pursuant to Section 8.7(h)of this Agreement.

“ Licensed Domains ” has the meaning set forth in Section 12.4(b) of this Agreement.

“ Licensed Hyatt Marks ” means (i) the brand, trade name, trademark and service mark “Hyatt” solely to be used in the approved names and marks of a Licensed Shared Ownership Project, and in domain names agreed to by parties in this Agreement, but otherwise not to be used by itself or with other words, terms, designs or other elements; (ii) the brands, trade names, trademarks and service marks constituting the Reserved Names (in such exact order and form) and associated trade names, trademarks, service marks, logos, slogans, trade dress, domain names, and other designations of source and origin; and (iii) certain specified additional names and marks on an exclusive or non-exclusive basis (including the Additional Names) that Licensor may specify in writing from time to time, in its sole discretion, provided such

additional names and marks are not otherwise described in clauses (i) or (ii) of this definition. The Licensed Hyatt Marks shall not include (x) other hotel brands or other marks owned by Licensor or its Affiliates or (y) the brand, trade name, trademark and service mark “Hyatt” used in the names and marks of Licensor Lodging Facilities, Residential Projects or any projects, facilities or resorts that are not Licensed Projects or Affiliated Unbranded Shared Ownership Projects. For the avoidance of doubt, brands, trade names, trademarks and service marks used as of the Effective Date for the Existing Projects and Existing Residential Projects are included within the definition of “Licensed Hyatt Marks” solely with respect to such Existing Projects and Existing Residential Projects.

“ Licensed Non-Site Specific Club ” means a Non-Site Specific Club owned, developed, acquired, operated, marketed or managed by Licensee during the Term under the Licensed Hyatt Marks, and using other Licensor Intellectual Property, the Branded Elements and the System.

“ Licensed Projects ” means, collectively, the Licensed Shared Ownership Projects and the Licensed Residential Projects.

“ Licensed Residential Business ” has the meaning set forth in Section 2.1(b) of this Agreement.

“ Licensed Residential Projects ” means the Residential Projects existing as of the Effective Date listed on Exhibit B and any other future Residential Projects licensed by Licensor or its Affiliates hereafter, as mutually agreed to in writing by Licensor and Licensee.

“ Licensed Residential Units ” means Residential Units existing as of the Effective Date or subsequent thereto in the Licensed Residential Projects.

“ Licensed Services ” means the scope of the license as set forth in Article 2 of this Agreement.

“ Licensed Shared Ownership Business ” means the Shared Ownership Business, including any Licensed Club, operated under the Licensed Hyatt Marks and using other Licensor Intellectual Property, the Branded Elements and the System, all pursuant to this Agreement. The Licensed Shared Ownership Business does not include the business of managing or franchising hotels, other overnight lodging accommodation products offered for transient rental, except as specifically provided in Section 8.2, or any Condominium Hotel (except if a Licensed Residential Project is a Condominium Hotel) or the Whole Ownership Residential Business. The Licensed Shared Ownership Business licensed hereunder also excludes any passenger cruise ship or cruise line interests, usage rights, products or services; provided, however, that Licensee shall have the right to include as part of the Licensed Shared Ownership Business, Shared Ownership Units on passenger cruise ships approved by Licensor as to quality, services and brand positioning, using the Licensed Hyatt Marks (provided that the number of units on each such passenger cruise ship shall not exceed 20 units), and Licensee shall have the right to offer usage rights on third party passenger cruise ships through an Exchange Program associated with Licensed Shared Ownership Products provided to Members. For the avoidance of doubt, Licensed Shared Ownership Business does not include any business related to Third Party Shared Ownership Projects or Affiliated Third Party Shared Ownership Projects undertaken by or under the control of Non-Exclusive Shared Ownership Developers.

“ Licensed Shared Ownership Products ” means Shared Ownership Products existing as of the Effective Date or to be developed in future, and which are sold, marketed, developed, and/or operated under the Licensed Hyatt Marks and using other Licensor Intellectual Property, the Branded Elements and the System, all pursuant to this Agreement. Licensed Shared Ownership Products shall exclude hotels and other overnight lodging accommodation products offered for transient rental, subject to Licensee’s rights set forth in Section 8.2 of this Agreement. For the avoidance of doubt, Licensed Shared Ownership

Products do not include any Shared Ownership Products sold by or under the control of Non-Exclusive Shared Ownership Developers, or Whole Ownership Residential Products.

“ Licensed Shared Ownership Projects ” means Existing Projects or New Projects (excluding Affiliated Unbranded Shared Ownership Projects), and which are acquired, owned, marketed, sold, developed, leased and/or operated under the Licensed Hyatt Marks and using other Licensor Intellectual Property, the Branded Elements and the System, all pursuant to this Agreement. Licensed Shared Ownership Projects shall exclude hotels and other overnight lodging accommodation products offered for transient rental, subject to Licensee’s rights set forth in Section 8.2 of this Agreement. Where the Licensed Shared Ownership Project is limited to Licensed Shared Ownership Units being offered within a larger, Mixed Use Project, and Licensee, a Permitted Affiliate or Permitted Sublicensee does not control the other improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances located at such facility, then the Licensed Shared Ownership Project shall refer only to such Licensed Shared Ownership Units, and the other improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances located at such facility shall be of a quality that is comparable to that required of Licensed Shared Ownership Projects generally under this Agreement. For the avoidance of doubt, Licensed Shared Ownership Projects do not include any Third Party Shared Ownership Projects or Affiliated Third Party Shared Ownership Projects, or Whole Ownership Residential Products.

“ Licensed Shared Ownership Units ” means Shared Ownership Units existing as of the Effective Date or to be acquired, developed and/or operated in the future, and which are acquired, owned, sold, marketed, developed, leased, financed and/or operated under the Licensed Hyatt Marks and using other Licensor Intellectual Property, the Branded Elements and the System, all pursuant to this Agreement. For the avoidance of doubt, Licensed Shared Ownership Units do not include any Shared Ownership Units at Third Party Shared Ownership Projects or Affiliated Third Party Shared Ownership Projects, or Residential Units.

“ Licensee ” has the meaning set forth in the preamble to this Agreement.

“ Licensee Confidential Information ” means any confidential information, knowledge, trade secrets, business information, operating procedures and know-how that are not included in the Brand Standards, which is confidential and proprietary to Licensee or its Affiliates, including, without limitation, Licensee Member Information and Licensee Intellectual Property. Licensee Confidential Information does not include any Licensor Confidential Information or Licensor Intellectual Property (except for common information and data which are part of the Licensee Member Information). Additionally, Licensee Confidential Information shall not include information that Licensor can demonstrate was, at the time of disclosure by Licensee to Licensor, (i) part of the public domain or generally known in the industry or became part of the public domain or generally known in the industry, by publication or otherwise, except by breach of the provisions of this Agreement, (ii) already known or in use by Licensor or its Affiliates (excluding the Acquired Companies), (iii) subsequently developed by Licensor or its Affiliates without use of or reference to Licensee Confidential Information, or (iv) lawfully disclosed by a third party not obligated to Licensee or its Affiliates to keep such information confidential.

“ Licensee Exclusivity Termination Option ” has the meaning set forth in Section 2.3(c) of this Agreement.

“ Licensee First Offer Notice ” has the meaning set forth in Section 5.4(a) of this Agreement.

“ Licensee Intellectual Property ” means (i) the Licensee Marks and (ii) all other intangible property used by Licensee in connection with the Licensed Business, including trade secrets, customer lists,

Licensee Confidential Information, the contents of the Licensee’s Websites (not including the Licensed Hyatt Marks or any domain name that includes the Licensed Hyatt Marks) operating procedures and know-how that are not included in the Brand Standards, copyrights and copyrightable materials, patents, and online locators (including domain names, email addresses, metatags, screen names, and social networking names) that do not comprise or contain any of the Licensed Hyatt Marks; provided, the Licensee Intellectual Property does not include any of the Licensor Intellectual Property, the Branded Elements, the System or Licensor Confidential Information (except for common information and data which are part of the Licensee Member Information).

“ Licensee Marks ” means all trademarks, service marks, trade names, trade dress, symbols, emblems, logos, insignias, slogans and designs and other indicia of origin (including restaurant names, lounge names, and other outlet names) which are currently exclusively used to identify or are otherwise used in connection with the Licensed Business (and not in any of Licensor’s or its Affiliates’ other businesses or in any of Licensee’s or its Affiliates’ other businesses) (whether registered or unregistered, and whether used alone or in connection with any other words, trademarks, service marks, trade names, trade dress, symbols, emblems, logos, insignias, indicia of origin, slogans, and designs) other than the Licensed Hyatt Marks and other than any marks or names that contain the word “Hyatt” or other Licensor Intellectual Property. The Licensee Marks do not include any of the Proprietary Marks.

“ Licensee Member Information ” has the meaning set forth in Section 10.4(b) of this Agreement.

“ Licensee Negotiation Opportunity Notice ” has the meaning set forth in Section 5.4(a) of this Agreement.

“ Licensee’s Websites ”, “ Licensee’s Club Website ”, and “ Licensee’s S&M Website ” have the meanings set forth in Section 12.4(a) of this Agreement.

“ License Out Agreements ” has the meaning set forth in Section 5.6(a) of this Agreement.

“ Licensor ” has the meaning set forth in the preamble to this Agreement.

“ Licensor Confidential Information ” means: (i) the non-public Brand Standards, including the Brand Standards for the design, construction, renovation or operation of the Projects; (ii) Licensor’s Electronic Systems and accompanying documentation developed for the System or elements thereof; (iii) Licensor Customer Information; or (iv) Licensor Intellectual Property and any confidential information, knowledge, trade secrets, business information or know-how confidentially obtained from Licensor or its Affiliates (a) through the use of any part of the System or concerning the System or the operation of the Licensed Shared Ownership Business and the Projects or (b) under any Transaction Agreements. Licensor Confidential Information does not include any Licensee Confidential Information or Licensee Intellectual Property (except for common information and data which are part of the Licensor Customer Information). Additionally, Licensor Confidential Information shall not include information that Licensee can demonstrate was, at the time of disclosure by Licensor to Licensee, (A) part of the public domain or generally known in the industry or became part of the public domain or generally known in the industry by publication or otherwise, except by breach of the provisions of this Agreement, (B) already known or in use by Licensee or its Affiliates (excluding the Acquired Companies), (C) subsequently developed by Licensee or its Affiliates without use of or reference to Licensor Confidential Information, or (D) lawfully disclosed by a third party not obligated to Licensor or its Affiliates to keep such information confidential.

“ Licensor Customer Information ” has the meaning set forth in Section 10.4(a) of this Agreement.

“ Licensor Intellectual Property ” means (i) the Licensed Hyatt Marks, and (ii) all other intangible property licensed to Licensee by Licensor for use in connection with the Licensed Business, including trade secrets, Licensor Customer Information (except for common information and data which are part of the Licensee Member Information), the Customer Information of members of any Brand Loyalty Program, Brand Standards, know-how, copyrights and copyrightable materials, and online locators that comprise or contain any of the Licensed Hyatt Marks (including domain names, email addresses, metatags, screen names and social networking names), provided, the Licensor Intellectual Property does not include any of the Licensee Intellectual Property or Licensee Confidential Information (except for common information and data which are part of the Licensor Customer Information).

“ Licensor Lodging Facilities ” means all hotels and other similar lodging facilities, chains, brands, or hotel systems owned, leased, under development, or operated or franchised, now or in the future, by Licensor or any of its Affiliates, including, without limitation, Resort Lodging Facilities, but excluding Shared Ownership Projects.

“ Licensor Negotiation Opportunity Notice ” has the meaning set forth in Section 5.3(a) of this Agreement.

“ Licensor SOI Branded Competitor ” means any Person or an Affiliate of any Person who is engaging in any Shared Ownership Business under certain trade names in the Upper-Upscale Brand Segment or Luxury Brand Segment which are either (i) derived from a Lodging Competitor Brand or (ii) associated with the following Persons (and the successors-in-interest thereto): Hilton Worldwide, Marriott Vacations Worldwide, Starwood Hotels and Resorts, Four Seasons, Wyndham and Ritz-Carlton.

“ Licensor SOI Competitor ” means any Person or an Affiliate of any Person that (i) engages in the Upper-Upscale Brand Segment or Luxury Brand Segment of the Shared Ownership Business, and (ii) has at ten (10) Shared Ownership Projects operating under such Person or Affiliate’s globally recognized trade name anywhere in the world, or any successor thereto. Any Person or an Affiliate of any Person who is engaging in any Shared Ownership Business under certain trade names in the Upper-Upscale Brand Segment or Luxury Brand Segment which are associated with the following Persons (and the successors-in-interest thereto) will be deemed to be a Licensor SOI Competitor: Hilton Worldwide, Marriott Vacations Worldwide, Starwood Hotels and Resorts, Four Seasons, Wyndham and Ritz-Carlton. For the avoidance of doubt, (x) a Licensor SOI Competitor does not have to be engaged in the Lodging Business, and (y) Licensor SOI Competitors include Licensor SOI Branded Competitors.

“ Licensor SOI Competitor Marks ” means the brand or trade name or any associated trademarks, service marks, domain names, designs, logos and related intellectual property of a Licensor SOI Competitor for use in the Shared Ownership Business.

“ Licensor Usage Fees ” means the fees for use of Licensor’s or its Affiliates’ Electronic Systems and other systems, copyrights and other materials, including, without limitation, the Hotel Reservation System Fee, the Hosting Fee and the fees for any other system established under Articles 9 and 10 and Section 12.4 of this Agreement.

“ Licensor’s Privacy Policy ” means Licensor’s Global Privacy Policy For Guests, or any successor customer and data privacy and security standards and protocols that Licensor uses in the conduct of its business and as thereafter modified, amended or supplemented by such party, all as such standards and protocols apply to the Licensed Shared Ownership Business.

“ Lodging Business ” means the business of developing, promoting, constructing, owning, leasing, acquiring, financing, managing, and/or operating, or authorizing or otherwise licensing or franchising to

other Persons the right to develop, promote, construct, own, lease, acquire, finance, manage and/or operate, hotels, resorts, corporate housing, serviced apartments, or other transient or extended stay lodging facilities, including Condominium Hotels (except those that are Licensed Residential Projects, if any), but does not include activities included in the defined terms Shared Ownership Business or Whole Ownership Residential Business. For the avoidance of doubt, the Lodging Business includes the Resort Lodging Business.

“ Lodging Competitor ” means any Person or an Affiliate of any Person that (i) owns or has direct or indirect Ownership Interest in a Lodging Competitor Brand or (ii) is a master franchisee, master franchisor or sub-franchisor for a Lodging Competitor Brand (for the purposes hereof, the terms master franchisee, master franchisor, and sub-franchisor each mean a Person that has been granted the right by a franchisor to offer and sell subfranchises for such Person’s own account). A Person that has an interest in a Lodging Competitor Brand merely as a franchisee or as a mere passive investor that has no Control or influence over the business decisions of the Lodging Competitor Brand, such as limited partners in a partnership or as a mere non-Controlling stockholder in a corporation, is not a Lodging Competitor for purposes of this Agreement.

“ Lodging Competitor Brand ” means a recognized and widely used brand, or any successor thereto, under which (i) a full service or luxury hotel chain with both (x) four thousand (4,000) or more rooms and (y) twenty (20) or more hotels, is operated or (ii) a select service or extended stay hotel chain with both (x) ten thousand (10,000) or more rooms and (y) fifty (50) or more hotels is operated; provided, however, Lodging Competitor Brand shall not include any brand of any hotel chain owned, franchised or managed by Licensee or its Affiliates as of the Effective Date, now consisting of the Aston Brand, the Aqua Brand, as well as any properties managed under the PHG Brand.

“ Logoed Merchandise ” has the meaning set forth in Section 8.1(d) of this Agreement.

“ Maintained Registrations ” has the meaning set forth in Section 12.1(c)(iv) of this Agreement.

“ Management Company ” has the meaning set forth in Section 7.3(a) of this Agreement.

“ Management Company Acknowledgment ” means an acknowledgment signed by the applicable Management Company, Licensee and Licensor, the current form of which is attached hereto as Exhibit F .

“ Management Royalty Fee ” has the meaning set forth in Section 3.2(a) of this Agreement.

“ Marketing Content ” means all advertising, marketing, promotional, sales and public relations concepts, press releases, communications, materials, copy, concepts, plans, programs (including, without limitation, alliance programs), seminars, brochures, scripts used for telephone calls or messages, emails, model displays, signs, banners, interviews, articles, advertisements, directories, customer contests, “giveaways” and reward programs, and sales and marketing campaigns or other information to be released to the public, whether in paper, digital, electronic, computerized or other form, in any form of media now or hereafter developed.

“ Marketing Facilities ” means kiosks, galleries, desks and other physical facilities from which Shared Ownership Products which are part of the Licensed Shared Ownership Business are marketed to the public.

“ Marketing Support Charge ” has the meaning set forth in Section 10.1(c) of this Agreement.

“ Marketing Support Plan ” has the meaning set forth in Section 10.1 of this Agreement.

“ Marketing Support Plan Proposal ” has the meaning set forth in Section 10.1(a)(iii) of this Agreement.

“ Marketing Support Services ” has the meaning set forth in Section 10.1 of this Agreement.

“ Maximum Available Net Assets ” shall mean, with respect to any Person, the greatest of the Available Net Assets of such Person calculated as of the following dates: (A) the Effective Date, and (B) each date on which such Person expressly reaffirms the Guaranty set forth in Article 24 of this Agreement.

“ Member ” means, as the case may be, (i) an owner of a Licensed Shared Ownership Product, (ii) an owner of a Shared Ownership Product at an Affiliated Unbranded Shared Ownership Project, (iii) an owner of a Licensed Residential Unit but only if such owner has entered into a voluntary club participation agreement with the operator of a Licensed Club, or (iv) a member of a Licensed Club.

“ Minimum Composite Customer Satisfaction Score ” means the minimum scores required to be met and maintained for member/owner services satisfaction under the Customer Satisfaction System; provided that results from members and owners of Affiliated Third Party Ownership Projects shall not be included in the results.

“ Minimum Customer Satisfaction Score ” means the minimum scores that an individual Project is required to meet and maintain for customer satisfaction under the Customer Satisfaction System.

“ Mixed Use Project ” has the meaning set forth in Section 5.2(b)(vi) of this Agreement.

“ Multi-Tier Acquisition ” means the acquisition by Licensee or its Affiliates of a Shared Ownership Business which includes Shared Ownership Projects in the Upper Upscale Brand Segment or the Luxury Brand Segment, provided that Upper Upscale Brand Segment and Luxury Brand Segment Shared Ownership Projects contain no more than twenty percent (20%) of the aggregate number of Shared Ownership Units in the Shared Ownership Business acquired.

“ MSA ” means “metropolitan statistical areas,” as defined by the United States Office of Management and Budget. In the event the United States Office of Management and Budget ceases to define or publish the metropolitan statistical areas, then “MSA” shall mean a reasonably equivalent measure of area population, as reasonably determined by Licensor.

“ New Jurisdiction ” has the meaning set forth in Section 12.1(d)(ii)(A) of this Agreement.

“ New Project Application ” has the meaning set forth in Section 5.2(a) of this Agreement.

“ New Project Application Fee ” has the meaning set forth in Section 5.2(a) of this Agreement.

“ New Project Documents ” has the meaning set forth in Section 5.2(i) of this Agreement.

“ New Projects ” means Licensed Shared Ownership Projects (including any Affiliated Unbranded Shared Ownership Projects) that are not developed or operated by any of the Acquired Companies as of the Effective Date but that are subsequently acquired, developed and/or operated pursuant to the terms and conditions of this Agreement.

“ Non-Controlled Owners’ Association ” means an Owners’ Association that is at the time of determination not controlled by Licensee or one of its Affiliates or Permitted Sublicensees.

“ Non-Controlling Interest ” means an Ownership Interest in an entity that is not a Controlling Interest.

“ Non-discriminatory Basis ” means the basis on which a party shall be able to purchase, lease or use goods, services and systems which shall be at no less favorable costs, terms and conditions than those which are generally available to franchisees, licensees, owners, managers and other parties in connection with the goods, services and systems offered by such other party.

“ Non-Exclusive Shared Ownership Developers ” has the meaning set forth in Section 8.7 of this Agreement.

“ Non-Renewal Agreement ” has the meaning set forth in Section 17.1(a)(ii) of this Agreement.

“ Non-Site Specific Club ” means a multi-site vacation ownership program under which purchasers acquire an ownership interest, use right or other entitlement to use a system of Shared Ownership Projects without any “home”-resort preference or priority reservation right at a specific resort.

“ Non-Site Specific Shared Ownership Vehicle ” means an ownership vehicle (such as a trust or property owning company) that (i) holds interests in Shared Ownership Units and (ii) is included as part of a Non-Site Specific Club.

“ Northstar Licensed Residential Project ” means the Licensed Residential Project known as “Northstar Lodge” situated in Truckee, California, which is both a “component resort” and an “affiliate resort” in a Licensed Club.

“ Obligations ” has the meaning set forth in Section 24.1 of this Agreement.

“ Offering Documents ” has the meaning set forth in Section 8.1(b) of this Agreement.

“ Order ” means any award, decision, injunction, judgment, order, decree, ruling, subpoena, writ, lien, or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Authority, or by any arbitrator or arbitration panel.

“ Other Mark(s) ” means any trademark, trade name, symbol, slogan, design, insignia, emblem, device, or service mark that is not a Licensed Hyatt Mark.

“ Owners’ Association ” means an association of Members in a Licensed Shared Ownership Project, Affiliated Unbranded Shared Ownership Project, Licensed Residential Project or in a Licensed Non-Site Specific Club, for the purpose of managing, maintaining and/or operating such project or club.

“ Ownership Interest ” means all forms of ownership of legal entities or property, both legal and beneficial, voting and non-voting, including stock interests, partnership interests, limited liability company interests, joint tenancy interests, leasehold interests, proprietorship interests, trust beneficiary interests, proxy interests, power-of-attorney interests, and all options, warrants, and any other forms of interest evidencing ownership or Control.

“ Parent ” means Interval Leisure Group, Inc., a Delaware corporation, and its permitted successors and assigns.

“ Payment Data Security Guidelines ” means the then current version of the PCI Data Security Standards (“ PCI DSS ”) or any successor standards and measures that Licensor periodically specifies for

payment cards, alternative technologies or non-cash transaction methods relating to payment, including all associated audit and certification requirements, and any other applicable standards, measures, or requirements that may be periodically promulgated by the PCI SSC or any similar organization that Licensor periodically specifies, by any member thereof, or by any entity that functions as an acquirer, issuer, processor, card association, payment network or similar actor with respect to a payment card or alternative technology.

“ Payment Obligations ” has the meaning set forth in Section 3.6(a) of this Agreement.

“ Permitted Affiliate ” or “ Permitted Affiliates ” has the meaning set forth in Section 5.2(f) of this Agreement. For the avoidance of doubt, Permitted Affiliates do not include Non-Exclusive Shared Ownership Developers.

“ Permitted Sublicensee ” or “ Permitted Sublicensees ” has the meaning set forth in Section 5.2(f) of this Agreement. For the avoidance of doubt, Permitted Sublicensees do not include Non-Exclusive Shared Ownership Developers.

“ Person ” means and includes an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group (as such term is defined in Section 13 of the Securities and Exchange Act of 1934, as amended), a Governmental Authority or any other legal entity of any kind.

“ Personally Identifiable Information ” means any information that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, Cardholder Data and other credit card information, social security number, or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically) and that is generated, collected, stored or obtained as part of this Agreement or in connection with the Licensed Business, including transactional and other data pertaining to users.

“ PHG Brand ” means the brand, trade name and marks associated with the Preferred Hotel Group.

“ Prevalent Transient Rental Activity ” has the meaning set forth in Section 8.2(b) of this Agreement.

“ Projects ” means the Existing Projects, Existing Residential Projects (other than the Escala Licensed Residential Project) and the New Projects (including any Affiliated Unbranded Shared Ownership Projects).

“ Project Services Agreement ” has the meaning set forth in Section 5.2(h) of this Agreement.

“ Proposed Active New Project ” has the meaning set forth in Section 5.5(c) of this Agreement.

“ Proprietary Marks ” means the Licensed Hyatt Marks and any other trademarks, trade names, trade dress, words, symbols, logos, slogans, designs, insignia, emblems, devices, service marks, and indicia of origin (including restaurant names, lounge names, or other outlet names), or combinations thereof, that are owned or registered by Licensor or any of its Affiliates, or are used to identify or are otherwise associated by virtue of usage with the System, all as may be changed, deleted, added to or otherwise modified by Licensor or its Affiliates. The Proprietary Marks may be owned currently by Licensor or any of its Affiliates or later developed or acquired, and may or may not be registered or applied for in any jurisdiction. The Proprietary Marks do not include any Licensee Marks or Licensee Intellectual Property.

“ Public Facilities ” means any meeting rooms, conference rooms, restaurants, bars, lounges, pools, recreation facilities, lobby areas, and all other similar public facilities.

“ Purchase Contract ” has the meaning set forth in Section 3.1(b)(i) of this Agreement.

“ Quality Assurance Inspections ” has the meaning set forth in Section 7.4(a) of this Agreement.

“ Quality Assurance Program ” means the quality assurance, compliance and guest satisfaction programs used by Licensee to monitor customer satisfaction and the operations, facilities and services at the Licensed Shared Ownership Projects as it exists on the Effective Date, as it may be modified pursuant to Sections 6.2 or 7.4 of this Agreement. The Quality Assurance Program includes the Customer Satisfaction System and the Quality Assurance Inspection process.

“ Registrar ” has the meaning set forth in Section 12.4(b) of this Agreement.

“ Registration/Disclosure Requirement ” has the meaning set forth in Section 19.4(d) of this Agreement.

“ Regulation ” has the meaning set forth in Section 19.3 of this Agreement.

“ Remediation Arrangement ” has the meaning set forth in Section 17.1(a)(ii) of this Agreement.

“ Rental Royalty Fee ” has the meaning set forth in Section 3.2(d) of this Agreement.

“ Re-Sales Percentage ” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

“ Re-Sales Shortfall Amount ” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

“ Reserved Names ” has the meaning set forth in Section 2.4(l) of this Agreement.

“ Residential Project ” means a project to the extent that it includes Residential Units, including all land used in connection with the project and (i) the freehold or long-term leasehold interest to the site of the project; (ii) all improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, amenities and other appurtenances (including the project building and all operating systems) located at the site of the project; and (iii) all furniture, fixtures, equipment, supplies and inventories installed or located in the Public Facilities of such improvements at the site of the project.

“ Residential Units ” means whole ownership residential units, including single family homes, condominium units, or other housing units which are owned on a whole (not fractional or shared) ownership basis, together with any undivided interest in the Public Facilities appurtenant thereto and related facilities that may be included in a rental program for a hotel or resort property (which is not a Shared Ownership Project) or operated as a serviced apartment for transient or extended stay customers and not as a Shared Ownership Product.

“ Resort Lodging Business ” means the business of (i) owning, managing, leasing, developing and/or operating Resort Lodging Facilities; (ii) owning, leasing, developing, selling, marketing, managing, operating and/or financing Resort Lodging Business Programs; (iii) establishing and operating sales facilities and marketing facilities for Resort Lodging Business Programs; (iv) managing the services related to Resort Lodging Business Programs; and (v) managing or operating the amenities of Resort Lodging Business Programs (e.g., country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops, etc.) located at or in the general vicinity of Resort Lodging Facilities, and businesses that are

ancillary to the foregoing activities (e.g., travel insurance), all of which are associated with Resort Lodging Business Programs. For the avoidance of doubt, Resort Lodging Business does not inclue the Shared Ownership Business.

“ Resort Lodging Business Programs ” means products, programs and services (including priority pricing, reservation, and other use rights) related to predetermined advance stays (which may be evidenced by points or interests in membership clubs but not constituting a Shared Ownership Product) at specified Resort Lodging Facilities.

“ Resort Lodging Facilities ” means Licensor Lodging Facilities that offer or charge a fixed price for substantially all of the following: lodging, drinks (both alcoholic and non-alcoholic), food (three meals: breakfast, lunch and dinner, or open bar), gratuities, non-motorized watersports and entertainment.

“ Royalty Fees ” means, collectively, the Shared Ownership Royalty Fees, the Management Royalty Fee, the Club Royalty Fee, the Carmel Hotel Royalty Fee, and the Rental Royalty Fee.

“ Sale Transaction ” has the meaning set forth in the recitals of this Agreement.

“ Sales Facilities ” means kiosks, galleries, desks and other physical facilities from which Shared Ownership Products which are part of the Licensed Shared Ownership Business are offered and sold to the public.

“ Sales Performance Shortfall Amount ” has the meaning set forth in Section 2.3(b)(ii) of this Agreement.

“ Service Fees and Charges ” has the meaning set forth in Section 3.3(a) of this Agreement.

“ Service Modifications ” has the meaning set forth in Section 10.5(c) of this Agreement.

“ Shared Ownership Business ” means the business of: (i) owning, managing, leasing, developing and/or operating Shared Ownership Projects; (ii) owning, leasing, developing, selling, marketing, managing, operating and/or financing Shared Ownership Products; (iii) owning, developing, selling, marketing, managing and/or operating Exchange Programs; (iv) managing rental programs associated with Shared Ownership Products; (v) establishing and operating sales facilities and marketing facilities for Shared Ownership Products; (vi) managing the Member services related to Shared Ownership Products; (vii) servicing purchase money loans for Shared Ownership Products; and (viii) managing or operating the amenities of Shared Ownership Projects (e.g., country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops, etc.) located at or in the general vicinity of, and available for use by, Shared Ownership Projects, and businesses that are ancillary to the foregoing activities (e.g. travel insurance), all of which are associated with Shared Ownership Products. For the avoidance of doubt, Shared Ownership Business does not include the Lodging Business or the Whole Ownership Residential Business, including any portion of the Lodging Business or any portion of the Whole Ownership Residential Business occurring on a project that includes both Shared Ownership Units and a Lodging Business facility or Residential Units (e.g., a hotel portion or residential unit portion of a Mixed Use Project).

“ Shared Ownership Project ” means a project to the extent that it includes Shared Ownership Units, including all land used solely in connection with such project and (i) the freehold or long-term leasehold interest to the site of the project; (ii) all improvements, structures, facilities, entry and exit rights, parking, pools, landscaping, and other appurtenances (including the project building and all operating systems) located at the site of the project; and (iii) all furniture, fixtures, equipment, supplies and inventories installed or located in such improvements at the site of the project. For the avoidance of doubt, with respect

to a given project, any portion of the land or airspace (or any portion of the items described in subsections (i) through (iii) above) which is used for non-Shared Ownership Business (e.g., a hotel or Residential Unit portion of a Mixed Use Project) shall not be deemed part of the Shared Ownership Project.

“ Shared Ownership Products ” means timeshare, fractional, interval, vacation club, destination club, vacation membership, private membership club, private residence club, points club, multi-site vacation ownership or use program, cruise ships, Condominium Hotels (so long as the interests in any such condominium units are marketed and sold as shared ownership interests) and other forms of products, programs and services having the primary attributes of shared ownership interests and the Shared Ownership Business, in each case wherein purchasers acquire a partial or shared ownership interest, use right or other entitlement to use a Shared Ownership Unit (other than Residential Units or interests in Residential Projects) certain determinable overnight accommodations and associated facilities in a system or program of Shared Ownership Units and facilities on a recurring, periodic basis and pay for such ownership interest, use right or other entitlement in advance (whether payments are made in lump-sum or financed with payments made periodically over time), and associated Exchange Programs.

“ Shared Ownership Royalty Fee ” has the meaning set forth in Section 3.1(a) of this Agreement.

“ Shared Ownership Unit ” means a physical residential unit used for overnight accommodation as part of a Shared Ownership Product.

“ Siesta Key Beach Licensed Residential Project ” means the Licensed Residential Project known as “Residences at Siesta Key Beach” situated in Siesta Key, Florida, which is both a “component resort” and an “affiliate resort” in a Licensed Club.

“ Significant Capital Expenditure ” means a substantial capital expenditure for a capital improvement that does not arise as part of routine renewals and/or refurbishments required by the Brand Standards.

“ Soft Goods ” means textile, fabric and vinyl and similar products used in finishing and decorating the Licensed Shared Ownership Units and the corridors and the Public Facilities of the Projects, such as vinyl wall and floor coverings, drapes, sheers, cornice coverings, carpeting, bedspreads, lamps, lamp shades, artwork, task chairs, upholstery and all other unspecified items of the same class.

“ Software ” means all computer software and accompanying documentation (including all future enhancements, upgrades, additions, substitutions and other modifications) provided to Licensee by or through Licensor and/or third parties designated by Licensor or its Affiliates required for the operation of and connection to any Electronic System.

“ Specially Designated National or Blocked Person ” means: (i) a Person designated by the U.S. Department of Treasury’s Office of Foreign Assets Control as a “specially designated national or blocked person” or similar status; (ii) a Person described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001; or (iii) a Person otherwise identified by government or legal authority as a Person with whom Licensor, Licensee or any of their Affiliates, are prohibited from transacting business. As of the Effective Date, a list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac.

“ Sublicense Agreement ” has the meaning set forth in Section 5.1(c) of this Agreement.

“ Sublicense Documents ” has the meaning set forth in Section 5.1(c) of this Agreement.

“ Subsequently Acquired Brand ” means the brand of a Lodging Business or a Whole Ownership Residential Business that Licensor or its Affiliates acquires, invests in, becomes the operator of or otherwise has the right to use after the Effective Date.

“ Substantially Sold Out ” means, with respect to a Shared Ownership Project or a phase thereof, the time at which Licensee, its Permitted Affiliate or Permitted Sublicensee has closed on the initial sale of ninety percent (90%) of all Shared Ownership Products in the Shared Ownership Project or phase thereof, as the case may be, to third parties.

“ System ” means the Brand Standards, the Marketing Support Services, the Customer Analytics Services, the Licensor Intellectual Property and other distinctive, distinguishing elements or characteristics that Licensor or its Affiliates have developed, designated or authorized for the operation of the Licensed Business and the Projects pursuant to the terms of this Agreement and the applicable Transaction Agreements, including: the Hotel Reservation System and other of Licensor’s Electronic Systems, the Brand Loyalty Programs, Licensor training programs, Licensor websites, and Licensor advertising programs, as such may be modified, amended or supplemented in accordance with this Agreement. The System does not include (i) any of the Licensee Intellectual Property, (ii) any industry standards, or standards required under Applicable Law, (iii) any third party vendor Software, Hardware, or other Intellectual Property, excluding any custom portions that have been exclusively licensed to Licensor, (iv) or any non-branded, generic furniture, fixtures, equipment, supplies, Soft Goods and other materials.

“ System Removal Agreement ” has the meaning set forth in Section 17.1(a)(ii) of this Agreement.

“ Target Aggregate GSP ” has the meaning set forth in Section 4.2(a) of this Agreement.

“ Taxes ” means all taxes (including any sales, gross receipts, value-added or goods and services taxes), levies, charges, impositions, stamp or other duties, fees, deductions, withholdings or other payments levied or assessed by any competent governmental authority, including by any federal, national, state, provincial, local, or other tax authority.

“ Term ” means the Initial Term and the Extension Terms, if any.

“ Territorial Restrictions ” has the meaning set forth in Section 5.2(b)(iii) of this Agreement.

“ Territory ” means the Earth.

“ Third-Party Action ” has the meaning set forth in Section 21.7 of this Agreement.

“ Third Party Shared Ownership Project ” has the meaning set forth in Section 8.7 of this Agreement.

“ Total Available Net Assets ” has the meaning set forth in Section 24.3(a) of this Agreement.

“ Transaction Agreements ” means this Agreement, the Equity Interest Purchase Agreement, the Transition Services Agreement, the Hotel Reservation System Services Agreement, the Gold Passport Participation Agreement, the Carmel Hotel Franchise Agreement, all Sublicense Agreements, all Hyatt Technical Services Consulting Agreements and all Project Services Agreements, as well as all other documents contemplated by the foregoing.

“ Transfer ” means any sale, conveyance, assignment, exchange, pledge, encumbrance, lease or other transfer or disposition, directly or indirectly, voluntarily or involuntarily, absolutely or conditionally, by operation of law or otherwise.

“ Transition Period ” has the meaning set forth in Section 18.1(b) of this Agreement.

“ Transition Services Agreement ” means the Transition Services Agreement attached to the Equity Interest Purchase Agreement, which is incorporated by reference in this Agreement, as it may be amended, modified, supplemented or restated from time to time.

“ Travel Expenses ” means all commercially reasonable travel, food and lodging, living, and other out-of-pocket costs and expenses (including, the cost and expense of obtaining any required visas, work permits or similar documentation), incurred directly and solely in the performance of this Agreement; provided, however, first class air travel is not included for non-international flights.

“ TSA Consulting Charge ” has the meaning set forth in Section 5.2(g) of this Agreement.

“ Unaffiliated Unbranded Shared Ownership Projects ” are Shared Ownership Projects which are at the time of determination not branded with any Licensed Hyatt Mark, or included in a Licensed Club.

“ Unbranded Shared Ownership Projects ” are Affiliated Unbranded Shared Ownership Projects and Unaffiliated Unbranded Shared Ownership Projects.

“ Unregistered Area ” has the meaning set forth in Section 12.1(c)(iv) of this Agreement.

“ Upper-Upscale Brand Segment ”, and “ Luxury Brand Segment ” mean the “upper-upscale”, and “luxury” brand segments, respectively, of the hospitality industry as defined by Smith Travel Research (or its successor). If at any time such segments are not then defined by Smith Travel Research (or its successor), then such segments shall be replaced by comparable segments as are then defined by Smith Travel Research (or its successor). In the event Smith Travel Research (or its successor) ceases to define comparable segmentation or in the event that Smith Travel Research (or its successor) ceases to exist, then Licensor shall, with Licensee’s approval (not to be unreasonably withheld, conditioned, delayed or denied), identify a replacement source and a replacement definition of segments reasonably comparable to “upper-upscale” and “luxury” as previously defined by Smith Travel Research (or its successor).

“ Urban Location ” means, at the time of determination, the central business district of (a) the twenty-five (25) MSAs that have the highest populations in the United States, (b) the two (2) cities with the highest populations in each country other than the United States, and (c) any other cities outside the United States that have populations in excess of 500,000 people within the boundaries of such city; provided, however, those areas listed on Exhibit I shall not be considered an Urban Location for a period of ten (10) years.

“ Whole Ownership Residential Business ” means the business of (i) owning, managing, leasing, developing and/or operating Residential Projects; (ii) owning, leasing, developing, selling, marketing, managing, operating and/or financing Residential Units; (iii) owning, developing, selling, marketing, managing and/or operating Whole Ownership Residential Products; (iv) managing rental programs associated with Residential Projects; (v) establishing and operating sales facilities and marketing facilities for Residential Units; (vi) managing the owner services related to Residential Units; and (vii) managing or operating the amenities of Residential Projects (e.g. country clubs, spas, golf courses, food and beverage outlets, gift and sundry shops, etc.) located at or in the general vicinity of, and available for use by, Residential Projects and businesses that are ancillary to the foregoing activities, all of which are associated

with Residential Projects. For the avoidance of doubt, Whole Ownership Residential Business does not include the Shared Ownership Business.

“ Whole Ownership Residential Products ” means products, programs and services ancillary or appurtenant to the ownership of Residential Units (so long as such products, programs and services are not marketed and sold as Shared Ownership Products) and other forms of products, programs and services having the primary attributes of Residential Units and the Whole Ownership Residential Business, in each case wherein purchasers acquire a whole ownership interest, use right or other entitlement to use a Residential Unit (but not Shared Ownership Units or interests in Shared Ownership Projects), including, without limitation, programs that facilitate the use, reservation or exchange of unused and unrented vacancy periods in Residential Units. Without limiting the foregoing, “Whole Ownership Residential Products” shall include the products, programs and services of the type currently being offered by the Persons disclosed to Licensee in writing prior to the Effective Date.

[END OF EXHIBIT A]

EXHIBIT B

LIST OF EXISTING PROJECTS

Licensed Shared Ownership Projects:

Project	Location	Name of Applicable Owners’ Association
Highlands Inn	Carmel, California	H.I. Resort Condominium Association, Inc., a nonprofit mutual benefit corporation under the laws of the State of California
Hyatt Beach House	Key West, Florida	Beach House Condominium Association of Key West, Inc., a nonprofit corporation under the laws of the State of Florida
Hyatt Coconut Plantation	Bonita Springs, Florida	Coconut Plantation Condominium Association, Inc., a corporation not-for-profit under the laws of the State of Florida
Hyatt Grand Aspen	Aspen, Colorado	G.A. Resort Condominium Association, Inc., a Colorado nonprofit corporation
Hyatt Hacienda Del Mar	Vega Alta, Puerto Rico	Hacienda Del Mar Owners’ Association, Inc., a nonprofit corporation under the laws of Puerto Rico
Hyatt High Sierra Lodge	Incline Village, Nevada	High Sierra Lodge Owners Association, Inc., a Nevada nonprofit, non-stock corporation
Hyatt Ka’anapali Beach	Lahaina, Hawaii	Association of Unit Owners of H.K.B. Condominium and H.K.B. Vacation Owners’ Association, Inc.
Hyatt Main Street Station	Breckenridge, Colorado	MSS Vacation Club Owners Association, Inc., a Colorado nonprofit corporation
Hyatt Mountain Lodge	Avon, Colorado	Mountain Lodge Condominium Association, Inc., a Colorado nonprofit corporation
Hyatt Piñon Pointe	Sedona, Arizona	Forest Road Condominium Association, Inc., a corporation not-for-profit under the laws of the State of Arizona
Hyatt Siesta Key Beach (fractional)	Siesta Key, Florida	S.K. Condominium Association, Inc. a Florida not-for-profit corporation
Hyatt Sunset Harbor	Key West, Florida	Sunset Harbor Resort Condominium Association, Inc., a Florida not-for-profit corporation
Hyatt Wild Oak Ranch	San Antonio, Texas	WOR Resort Owners’ Association, Inc., a corporation not-for-profit under the laws of the State of Texas
Hyatt Windward Pointe	Key West, Florida	Windward Pointe Condominium Association of Key West, Inc., a Florida not-for-profit corporation
Northstar Lodge (fractional)	Truckee, California	Northstar Lodge Fractional Owners’ Association, Inc, a nonprofit mutual benefit corporation under the laws of the State of California
Residences at Park Hyatt Beaver Creek	Avon, Colorado	BC Hotel A Residences Owners Association, Inc., a Colorado nonprofit corporation

Licensed Residential Projects:

Project	Location	Name of Applicable Owners’ Association
Hyatt Siesta Key Beach	Siesta Key, Florida	S.K. Condominium II Association, Inc. a Florida not-for-profit corporation
Northstar Lodge	Truckee, California	Northstar Lodge Condominium Association, a California nonprofit mutual benefit corporation
Escala Lodges	Summit County, Utah	Escala Lodges Condominiums Association, Inc.

EXHIBIT C-1

FORM OF COMFORT LETTER (AGREEMENT)

LENDER COMFORT LETTER

[Pledge of Master License Agreement]

[Institutional Lender]

Ladies and Gentlemen:

Hyatt Franchising, L.L.C, a Delaware limited liability company (“ Licensor ”), granted to S.O.I. Acquisition Corp., a Florida corporation (“ Licensee ”), a license pursuant to that certain Master License Agreement, dated October 1, 2014 (as amended from time to time, the “ License Agreement ”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the License Agreement.

On the date of this comfort letter, [ ] made a loan to Licensee pursuant to a [Loan Agreement], dated as of the date hereof (together with its successors and/or assigns, the “ Lender ”) between Licensee, as borrower, and Lender (the “ Loan Agreement ”) in the principal amount of $[ ] (the “ Loan ”), which Loan is secured in part by a security interest in the License Agreement (the “ Pledge ”). Lender and Licensee have requested that Licensor enter into this comfort letter, and the undersigned parties agree as follows:

· Lender Foreclosure . If the Lender (or its Affiliate, provided such Affiliate’s, creditworthiness is reasonably satisfactory to Licensor, the Lender guarantees the Affiliate’s obligations under the License Agreement (subject to this Section 1), or another Affiliate of the Lender having creditworthiness reasonably satisfactory to Licensor guarantees such Affiliate’s obligations) acquires Licensee’s right, title and interest in and to the License Agreement through foreclosure or other exercise of the Lender’s rights under its Pledge, the Lender agrees to (i) assume and recognize in writing Licensee’s obligations under the License Agreement and cause Licensee to reaffirm the obligations of Licensee under the License Agreement, (ii) to cure (or cause Licensee to cure) any then existing material defaults under the License Agreement by Licensee within the times reasonably specified by Licensor, and (iii) pay Licensor all accrued but unpaid fees and royalties for the six (6) month period prior to the foreclosure or other exercise of the Lender’s rights under its Pledge; provided that, notwithstanding the foregoing, the Lender shall have the same rights as the Licensee under the License Agreement.

· No Assignment . The Lender shall not assign, transfer, convey or sell participations in the Loan to any Affiliate of Licensee, a Lodging Competitor or a Licensor SOI Branded Competitor, without the prior written consent of Licensor in its sole discretion. The Lender and Licensee acknowledge that any attempt to assign this comfort letter (other than in connection with an assignment not prohibited by this paragraph 2) shall be void ab initio and of no force or effect. The Lender shall have the right to present to Licensor, a list of potential participants, assignees or transferees and Licensor shall, within ten (10) days after written request, consult in good faith with Licensee to determine whether such parties are or are not Lodging Competitors or Licensor SOI Competitors.

· Covenants of Lender . The Lender agrees to notify Licensor, by receipted overnight courier service, not later than ten (10) business days after commencing any action by Lender to: (a) commence foreclosure proceedings regarding the Pledge; or (b) petition for appointment of a receiver, obtain the entry of an order for relief or take any action under federal or state bankruptcy laws or similar laws with regard to the License Agreement. The Lender shall not take any affirmative action or assert any claims with regard to the License Agreement or this comfort letter that are inconsistent with the provisions of this comfort letter.

· No Claims . Licensor may discuss with Lender or its designees or nominees the status of the License Agreement or the terms of any agreement contemplated by this comfort letter or any of the matters to which the Lender is entitled to notice. Licensee hereby agrees that Licensor, the Lender and their respective owners, affiliates, employees, officers, directors, successors, assigns and representatives (“ Released Persons ”) shall not be liable to any person for taking any action or providing any information required or contemplated by this comfort letter (“ Comfort Letter Acts ”) and Licensee, on behalf of itself and its owners, affiliates, officers, directors, employees, representatives, successors and assigns, hereby releases the Released Persons of and from any and all actions, causes of action, suits, claims, demands, contingencies, debts, accounts and, judgments whatsoever, at law or in equity, for any Comfort Letter Acts.

· Notices . All notices required under this comfort letter shall be in writing, sent by certified mail, return receipt requested, or by FedEx or other national express delivery service and addressed as follows:

To Lender :

with a copy to :

To Licensor :

with a copy to :

To Licensee :

Any notice sent pursuant to this comfort letter shall be deemed to be given on the date that the return receipt or overnight courier records indicates that delivery to the addressee was received or refused.

· No Representations or Warranties . In no event shall this comfort letter or any other circumstances surrounding the provision of financing by Lender be construed to involve: (i) any representation by Licensor that it endorses, approves, recommends or otherwise concurs in the financing; (ii) any guarantee or assurance by Licensor that Licensee or any other party to the Loan will be able to repay the Loan in accordance with its terms; (iii) any endorsement, approval, recommendation or concurrence in any financial projections submitted to Lender in connection with the Loan; or (iv) any endorsement, approval or recommendation of Licensee’s character or reputation. Licensor agrees that within ten (10) days after receipt of the written request of the Lender in connection with any material modification or sale of the Loan, Licensor will represent to the Lender whether there is any outstanding Event of Default which has not been noticed under the License Agreement.

· Termination . This comfort letter shall terminate and the Lender shall have no rights hereunder if:

· The Lender has been taken over in any manner by any state or federal agency or is in a receivership, conservatorship, reorganization, or liquidation, or the Lender or any of its officers or directors has entered into or is subject to a cease and desist order or any other formal or informal written agreement with a federal or state regulatory agency and such Lender is not replaced with or acquired by another Institutional Lender that assumes (whether in writing or by operation of law) such Lender’s obligations in connection with the Loan, the Pledge and hereunder;

· The License Agreement has expired or terminated; or

· The Lender is in breach of its obligations under this comfort letter (other than a de minimis breach which is promptly cured by the Lender).

· Effectiveness; Counterparts . Licensor shall have no obligations hereunder unless the Lender and Licensee have evidenced their agreement with the provisions hereinabove by the execution of a copy of this comfort letter, which may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which shall constitute, collectively, one and the same comfort letter.

· No Amendment of License Agreement . The provisions of this Comfort Letter are not intended to, and do not in any way, alter, modify or amend the License Agreement as between Licensor and Licensee.

[SIGNATURES FOLLOW ON NEXT PAGE]

			Very truly yours,

			HYATT FRANCHISING, L.L.C., a Delaware limited liability company


			By:
			Name:
			Title:


ACCEPTED AND AGREED AS OF
	, 20	:


S.O.I. Acquisition Corp.


By:
Name:
Title:

Lender

By:
Name:
Title:

EXHIBIT C-2

FORM OF COMFORT LETTER (OWNERSHIP INTERESTS)

LENDER COMFORT LETTER

[Pledge of Ownership Interests]

[Institutional Lender]

Ladies and Gentlemen:

On the date of this comfort letter, [ ] made a loan to Licensee pursuant to a [Loan Agreement], dated as of the date hereof (together with its successors and/or assigns, the “ Lender ”) between Licensee, as borrower, and Lender (the “ Loan Agreement ”) in the principal amount of $[ ] (the “ Loan ”), which Loan is secured in part by a security interest in the Ownership Interests in Licensee and/or Licensee’s subsidiaries (the “ Pledge ”). Lender and Licensee have requested that Licensor enter into this comfort letter, and the undersigned parties agree as follows:

1. Lender Foreclosure . If the Lender (or its Affiliate, provided such Affiliate’s, creditworthiness is reasonably satisfactory to Licensor, the Lender guarantees the Affiliate’s obligations under the License Agreement (subject to this Section 1), or another Affiliate of the Lender having creditworthiness reasonably satisfactory to Licensor guarantees such Affiliate’s obligations), becomes the holder of record of the Ownership Interests in Licensee and/or Licensee’s subsidiaries through foreclosure or other exercise of the Lender’s rights under its Pledge, or otherwise assumes possession of, the Lender agrees that Licensor retains all rights under the License Agreement if the Lender fails, or fails to cause Licensee (i) to cure (or cause Licensee to cure) any then existing defaults under the License Agreement by Licensee within the times reasonably specified by Licensor, and (ii) pay Licensor all accrued but unpaid fees and royalties for the six (6) month period prior to the foreclosure or other exercise of the Lender’s rights under its Pledge; provided that, notwithstanding the foregoing, the Lender shall have the same rights as the Licensee under the License Agreement.

2. No Assignment . The Lender shall not assign, transfer, convey or sell participations in the Loan to any Affiliate of Licensee, a Lodging Competitor or a Licensor SOI Branded Competitor, without the prior written consent of Licensor in its sole discretion. The Lender and Licensee acknowledge that any attempt to assign this comfort letter (other than in connection with an assignment not prohibited by this paragraph 2) shall be void ab initio and of no force or effect. The Lender shall have the right to present to Licensor, a list of potential participants, assignees or transferees and Licensor shall, within ten (10) days after written request, consult in good faith with Licensee to determine whether such parties are or are not Lodging Competitors or Licensor SOI Competitors.

3. Covenants of Lender . The Lender agrees to notify Licensor, by receipted overnight courier service, not later than ten (10) business days after commencing any action by Lender to: (a) commence foreclosure proceedings regarding the Pledge; or (b) petition for appointment of a receiver, obtain the entry of an order for relief or take any action under federal or state bankruptcy laws or similar laws with regard to License Agreement. The Lender shall not take any affirmative action or assert any claims with regard to the Ownership Interests or this comfort letter that are inconsistent with the provisions of this comfort letter.

4. No Claims . Licensor may discuss with Lender or its designees or nominees the status of the License Agreement or the terms of any agreement contemplated by this comfort letter or any of the matters to which the Lender is entitled to notice. Licensee hereby agrees that Licensor, the Lender and their respective owners, affiliates, employees, officers, directors, successors, assigns and representatives (“ Released Persons ”) shall not be liable to any person for taking any action or providing any information required or contemplated by this comfort letter (“ Comfort Letter Acts ”) and Licensee, on behalf of itself and its owners, affiliates, officers, directors, employees, representatives, successors and assigns, hereby releases the Released Persons of and from any and all actions, causes of action, suits, claims, demands, contingencies, debts, accounts and, judgments whatsoever, at law or in equity, for any Comfort Letter Acts.

5. Notices . All notices required under this comfort letter shall be in writing, sent by certified mail, return receipt requested, or by FedEx or other national express delivery service and addressed as follows:

To Lender :

with a copy to :

To Licensor :

with a copy to :

To Licensee :

6. No Representations or Warranties . In no event shall this comfort letter or any other circumstances surrounding the provision of financing by Lender be construed to involve: (i) any representation by Licensor that it endorses, approves, recommends or otherwise concurs in the financing; (ii) any guarantee or assurance by Licensor that Licensee or any other party to the Loan will be able to repay the Loan in accordance with its terms; (iii) any endorsement, approval, recommendation or concurrence in any financial projections submitted to Lender in connection with the Loan; or (iv) any endorsement, approval or recommendation of Licensee’s character or reputation. Licensor agrees that within ten (10) days after receipt of the written request of the Lender in connection with any material modification or sale of the Loan, Licensor will represent to the Lender whether there is any outstanding Event of Default which has not been noticed under the License Agreement.

7. Termination . This comfort letter shall terminate and the Lender shall have no rights hereunder if:

(i) The Lender has been taken over in any manner by any state or federal agency or is in a receivership, conservatorship, reorganization, or liquidation, or the Lender or any of its officers or directors has entered into or is subject to a cease and desist order or any other formal or informal written

agreement with a federal or state regulatory agency and such Lender is not replaced with or acquired by another Institutional Lender that assumes (whether in writing or by operation of law) such Lender’s obligations in connection with the Loan, the Pledge and hereunder;

(ii) The License Agreement has expired or terminated; or

(iii) The Lender is in breach of its obligations under this comfort letter (other than a de minimis breach which is promptly cured by the Lender).

· Effectiveness; Counterparts. Licensor shall have no obligations hereunder unless the Lender and Licensee have evidenced their agreement with the provisions hereinabove by the execution of a copy of this comfort letter, which may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which shall constitute, collectively, one and the same comfort letter.

· No Amendment of License Agreement . The provisions of this Comfort Letter are not intended to, and do not in any way, alter, modify or amend the License Agreement as between Licensor and Licensee

[SIGNATURES FOLLOW ON NEXT PAGE]

			Very truly yours,

			HYATT FRANCHISING, L.L.C., a Delaware limited liability company


			By:
			Name:
			Title:


ACCEPTED AND AGREED AS OF
	, 20	:


S.O.I. Acquisition Corp.


By:
Name:
Title:

Lender

By:
Name:
Title:

EXHIBIT D

NEW PROJECT APPLICATION

Date of Submission:

Hyatt Franchising, L.L.C. (“ Hyatt ”) and S.O.I. Acquisition Corp. (“ Master Licensee ”) are parties to that certain Master License Agreement, dated as of October 1, 2014 (the “ Master License Agreement ”), pursuant to which Hyatt has licensed certain marks and systems owned by Hyatt to Master Licensee to allow Master Licensee to conduct a Shared Ownership Business, including developing and constructing New Projects, under the Licensed Hyatt Marks and the System. Capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Master License Agreement.

Master Licensee is submitting this New Project Application in accordance with the Master License Agreement.

I. New Project Description

Branded or Unbranded:

Proposed Project Name:

Physical Address:


Total Acreage of Site:

Project Description:


Shared Ownership Product
Description:



Number of Buildings		Number of Floors
containing Units:		Per Building:

Total Density:

Shared Ownership Unit Mix:	Studios:

	1-Bedroom:
	2-Bedroom:
	3-Bedroom:
	4-Bedroom:

	Other*:
	Lock-Out Units:

	*Describe:

Amenities/Facilities:

Pools:

Spas/Salons:

Retail Shops:

Restaurants:

Bars/Lounges:

Marketplace

Kids Club:

Play Areas:

Other:

Sales Facility Description:



On-Site Marketing Facilities:



Off-Site Marketing Facilities:



Does the site contain a Co-
Located Hotel? If so,
provide name, description
and brand:



Current Ownership of Site:

Description of Acquisition Plan:
(including identity of Seller
and whether the site will be
leased or purchased)


Land Cost:

Development Cost:

Description of Construction
Financing Plan:
(including lender, loan amount
interest rate, LTC)


Description of Hypothecation
Financing Plan:
(including lender, loan amount
advance rate)


Anticipated Construction Start:

Estimated Opening Date:


Lead Generation Plan:


Sales Projections:	Estimated Number of Shared Ownership Projects:
	Estimated Gross Contract Sales:

Rental Program Description:

Without limiting Hyatt’s rights under the Master License Agreement, Hyatt reserves the right to require the following minimum submissions relating to the proposed New Project to obtain final approval (after submission of this New Project Application):

o Copy of deed, lease or purchase contract

o Copy of plat of the site

o Photographs of site and surrounding areas

o Facilities program summary descripting the space requirements for all areas of the Project

o A site plan showing all site elements and proposed landscaping

o Floor plans, showing all spaces listed in the facilities program

o A listing of each operating function of the Project and “as designed” areas, and other documents reasonably necessary to represent the size, layout and quality of the Project

o Unit layouts, in unit kitchen equipment, closets, balconies and other major features

o A rendered perspective drawing of the Project

o Building elevations and sections, showing exterior materials, details and colors

o Financial statements and other documents showing adequate capitalization for the Project

o Separation Plan between Co-Located Hotel and New Project (if applicable).

o Marketing Plan

o Any financing term sheets (acquisition, development, construction, or receivables loans, etc.)

o Copies of proposed drafts of the following:

o Sublicense Agreement

o Hyatt Technical Services Consulting Agreement

o Project Services Agreements

o Compliance Documents

II. Management

Manager of proposed New Project:

Legal Structure:

Jurisdiction of Organization:

Licensee’s Interest in Manager:

	(Hyatt reserves right to request more information regarding ownership of Manager)

Describe Manager’s experience:
(including managing timeshare
Projects)

Name of Sales & Marketing
Company:

III. Ownership and Structure

Owner Name:
	(Owner Name will be the proposed Permitted Sublicensee)

Legal Structure:

Jurisdiction of Organization:

Licensee’s Interest in Owner:

		Description of Interest
Name of Interest Holders	Home and Business Addresses	(include % ownership)

Please confirm the following:

o	(Y/N)	- Are any of the interest holders in Owner a Lodging Competitor of Licensor?

o	(Y/N)	- Have any of the interest holders been convicted in any court of a felony or other offense that resulted in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date by the CPI Index) or more (or is in control of or controlled by Persons who have been convicted in any court of felonies or such offenses)?

o	(Y/N)	- Are any of the interest holders, or any of their Affiliates, a Specially Designated National or Blocked Person?

o	(Y/N)	- Has the proposed Permitted Sublicensee (or any parent or affiliated entity of the proposed Permitted Sublicensee) conducted business (whether or not in the lodging industry) for at least five (5) years?

o	(Y/N)	- Does the proposed Permitted Sublicensee (or any parent or affiliated entity of the proposed Permitted Sublicensee) have a net worth of at least five million dollars ($5,000,000)?

Minimum Submissions relating to interest holders in Owner:

o Documents showing the necessary business experience, aptitude, and financial resources to operate the Project and meet the Brand Standards

o Documents demonstrating interest holders’ relevant past experience and track record, including lists of past and existing projects detailing size, sales volumes, and other detailed aspects of the Project

o Shareholders Agreements, Operating Agreements, Partnership Agreements and other organizational documents of the Owner and its interest holders

o Written consents for Licensor to obtain credit reports and background investigations for each interest holder

Representations and Warranties

Master Licensee represents and warrants that the information contained in this New Project Application (including the documents submitted with this New Project Application) is true, complete and current. Hyatt shall not be deemed to have knowledge of any facts not contained in this New Project Application or in the attached documents.

Included with this New Project Application is Master Licensee’s application fee in the amount of $ . Master Licensee hereby expressly acknowledges that acceptance and deposit of the application fee by Hyatt does not, in any respect, bind or obligate Hyatt to approve the proposed New Project. This New Project Application is neither an offer of a franchise by Hyatt nor a contract for the acquisition of a franchise or any other rights to operate a New Project. Master Licensee further acknowledges that the research, investigation, review and approval process and similar administrative functions of Hyatt constitute the sole and only consideration for the application fee submitted herewith. If Master Licensee withdraws this New Project Application before Hyatt approves it, or if Hyatt does not approve this New Project Application in accordance with the terms of the Master License Agreement, Master Licensee’s application fee is not refundable, even if Master Licensee and the proposed Permitted Sublicensee do not sign a Sublicense Agreement.

Payment Instructions

Please send the New Project Application Fee in accordance with the terms of the Master License Agreement.

	MASTER LICENSEE:

	S.O.I. ACQUISITION CORP.


	By:
	Name:
	Title:

EXHIBIT E

HYATT TECHNICAL SERVICES CONSULTING AGREEMENT

TECHNICAL SERVICES CONSULTING AGREEMENT

Among

[HYATT ENTITY TBD],

S.O.I. ACQUISITION CORP.

And

[ ]

Dated as of , 20

TABLE OF CONTENTS

	Section	Page
1.	Recitals	5
2.	Engagement	5
3.	Term	5
4.	Brand Standards and Initiation of Services	5
5.	Technical Services Consulting for Projects	7
6.	Approvals and Inspections	10
7.	TSA Consulting Charge	11
8.	Insurance	11
9.	Relationship and Disclaimer	12
10.	Indemnification	13
11.	No Liens	14
12.	Assignment	14
13.	Damage and Destruction	14
14.	Condemnation	15
15.	Default	15
16.	Estoppel Certificates	16
17.	Independent Contractor; No Joint Venture	16
18.	Time is of the Essence	16
19.	Notices	16
20.	Severability	17
21.	Entire Agreement	18
22.	Multiple Counterparts	18
23.	Remedies Not Cumulative	18
24.	Waivers	18

25.	Dispute Resolution	18
26.	Litigation	20
27.	Governing Law	20
28.	Prevailing Party’s Expenses	20
29.	Third-Party Litigation	21
30.	Waiver of Jury Trial and Punitive Damages	21

EXHIBIT A Description of Property

TECHNICAL SERVICES CONSULTING AGREEMENT

THIS TECHNICAL SERVICES CONSULTING AGREEMENT (this “ Agreement ”) is effective as of the day of , 20 (the “ Effective Date ”) by and among (“ Hyatt ”), S.O.I. Acquisition Corp. (“ Master Licensee ”), and (“ Developer ”) (1) .

RECITALS

A. Hyatt and Master Licensee are parties to that certain Master License Agreement, dated as of October 1, 2014 (the “ Master License Agreement ”), pursuant to which Hyatt has licensed certain marks and systems owned by Hyatt to Master Licensee to allow Master Licensee to conduct a Licensed Shared Ownership Business, including developing and constructing New Projects, under the Licensed Hyatt Marks, the Branded Elements and the System. Capitalized terms not expressly defined herein shall have the meaning ascribed to them in the Master License Agreement.

For New Projects:

B. Developer is the owner of that certain parcel of real property located at , as more particularly described in Exhibit A attached to and made a part of this Agreement (the “ Property ”), upon which Developer intends to develop, construct and operate a New Project (the “ Project ”) containing Shared Ownership Products (the “ Intervals ”) and other related facilities and amenities, and related commercial units restricted exclusively to nonresidential use.

C. An Affiliate of Master Licensee is the owner and/or operator of that certain multisite timeshare plan consisting of the reservation system (the “ Club Reservation System ”) and related services and benefits collectively known and operated as the “Hyatt Residence Club” (the “ Club ”).

For Licensed Shared Ownership Projects:

D. Developer and Master Licensee intend to enter into a Sublicense Agreement pursuant to which the Project will be operated pursuant to the Brand Standards under the “Hyatt Residence Club” branded name and marks, and Developer intends to affiliate with the Club the Project in accordance with a Club Affiliation Agreement.

For Affiliated Unbranded Shared Ownership Projects:

D. Developer intends to affiliate with the Club the Project as a [component resort] or [an affiliate resort] in accordance with a Club Affiliation Agreement pursuant to which the Project will be operated pursuant to the Club Standards. (2)

E. Hyatt and the personnel, agents and independent contractors of Hyatt are experienced in the planning, development, furnishing, equipping and developer-related operation of resorts, and are uniquely experienced in ensuring that such activities are accomplished in compliance with the Brand Standards (and further subject to Project-specific variations to the Brand Standards that may be agreed to by the parties).

(1) For renovations requiring a Significant Capital Expenditure for Projects with a Non-Controlled Owners’ Association — all references to “Developer” will be replaced with “Owners’ Association.”

(2) For Affiliated Unbranded Shared Ownership Projects to be affiliated with the Club — all references to “Brand Standards” will be replaced with “Club Standards.”

F. As a condition to approving the Project as being part of the [Licensed Business] OR [the Club], Master Licensee and Developer are required to enter into this Agreement whereby Hyatt shall provide certain consulting and technical assistance to Developer with respect to the planning, development, constructing, furnishing and equipping of the Project, all under the terms and conditions more specifically set forth herein.

For Renovations Requiring Significant Capital Expenditures (“Renovations”):

B. Owners’ Association is the association of Members in an Existing Project (the “ Project ”), which is located on that certain parcel of real property located at , as more particularly described in Exhibit A attached to and made a part of this Agreement (the “ Property ”), which contains Shared Ownership Products (the “ Intervals ”) and other related facilities and amenities, and related commercial units restricted exclusively to nonresidential use.

D. Hyatt and the personnel, agents and independent contractors of Hyatt are experienced in the planning, development, furnishing, equipping and developer-related operation of resorts, and are uniquely experienced in ensuring that such activities are accomplished in compliance with the Brand Standards (and further subject to Project-specific variations to the Brand Standards that may be agreed to by the parties).

E. As a condition to approving the material renovation or refurbishment of the Project, Master Licensee and Owners’ Association are required to enter into this Agreement whereby Hyatt shall provide certain consulting and technical assistance to Owners’ Association with respect to the planning, development, constructing, furnishing and equipping of the Project, all under the terms and conditions more specifically set forth herein.

1. Recitals . The Recitals set forth above are incorporated in and made part of this Agreement.

2. Engagement . Upon and subject to the terms and conditions of this Agreement, Developer and Master Licensee hereby engage and retain Hyatt and Hyatt does hereby agree to be engaged and retained by Developer and Master Licensee to provide the consulting services described in this Agreement.

3. Term . This Agreement shall have a term which shall commence on the Effective Date (when Hyatt first undertook the services for Developer and Master Licensee described in this Agreement) and shall terminate on the earlier of (i) the exercise by any party of its right to terminate this Agreement as expressly provided herein, or (ii) upon the completion of the development and construction of the Project and receipt of a final certificate of occupancy for the Project.

4. Brand Standards and Initiation of Services .

(a) Brand Standards. Developer and Master Licensee hereby agree, subject to earlier termination of this Agreement as provided herein, to use commercially reasonable efforts to cause the Project to be [developed and constructed] OR [designed, renovated and refurbished] in accordance with the Brand Standards (subject to any agreed upon modifications or variances) and in accordance, in all material respects, with the plans and specifications described below and approved by Hyatt in its reasonable discretion. The scope of Hyatt’s review and approval of items pursuant to this Agreement is limited to the compliance with the Brand Standards and the Master License Agreement. Master Licensee and Developer shall consider all of Hyatt’s comments on all reviewed items in good faith; provided, however, Master Licensee and Developer shall not be required to incorporate Hyatt’s comments on any items reviewed by Hyatt as provided in Sections 4 and 5 below to the extent they do not relate to a Brand Standards issue or a failure to comply with the Brand Standards. Hyatt shall be entitled to review and comment on matters shown in later stages of items previously reviewed that were not shown on, or which materially deviated from, items previously reviewed and approved by Hyatt.

(b) Variances. The parties acknowledge that Master Licensee or Developer may request in writing Project-specific variances or modifications to the Brand Standards concurrently with any submittal to Hyatt under this Agreement (collectively, “ Variance ”). Each request for a Variance shall specifically identify and provide details on each requested Variance and the rationale for such Variance. The parties shall discuss each requested Variance and, if Hyatt rejects the requested Variance, it shall submit to Master Licensee and Developer its written comments thereon (including reasonable detail to such comments and a description of the required changes to such request that are necessary to obtain Hyatt’s approval of such Variance, if any) and allow Master Licensee and Developer to revise and re-submit the request for Variance. Each Variance is subject to Hyatt’s prior written approval in its reasonable discretion.

(c) Project Review Request . To initiate Hyatt’s review of work to be performed in connection with the Project, Master Licensee and Developer shall submit to Hyatt a memorandum describing the overall scope of the Project along with a detailed description of the new construction, renovation or refurbishment work for which Master Licensee and Developer are seeking the review, input and approval from Hyatt (the “ Project Review Request ”). The Project Review Request should provide specific contact information for a representative of Master Licensee through whom Hyatt may coordinate activities pursuant to this Agreement, provide a narrative of the work contemplated to be performed, a description of the Project site, and include a preliminary schedule for the work to be performed. Unless an alternative date is agreed upon by the parties, within fifteen (15) days of receipt of the Project Review Request, representatives of Hyatt, Master Licensee and Developer shall hold a “kick-off meeting” to discuss the details surrounding the Project, the scope of services to be provided by Hyatt, any requested Variance from the Brand Standards and other items the parties deem relevant. Unless an alternative location is mutually agreed upon by the parties, the kick-off meeting shall be held at the corporate headquarters of Hyatt in Chicago, Illinois. The date upon which the Project Review Request is submitted to Hyatt shall be considered the “ Project Request Date ” for the subject Project.

(d) Consultants . Upon the request of Master Licensee, Hyatt shall contribute its available knowledge and expertise in the pre-qualification and nomination to Developer of certain key consultants and specialists for Developer to choose; provided Master Licensee may propose key consultants or specialists not suggested by Hyatt. As soon as reasonably possible after the Project Request Date, but in no event later than thirty (30) days thereafter, Master Licensee and Developer shall provide Hyatt with the names and other information reasonably requested by Hyatt related to the architect, interior designers, landscape architects and other consultants providing services to the subject Project.

(e) [Mixed Use Projects. With respect to Projects which are located in, co-located in conjunction with, or are otherwise a part of a hotel property (each, a “ Mixed Use Project ”) that is not a Licensor Lodging Facility, Hyatt shall be available to provide review, recommendations or comments and approvals in accordance with Section 5.3 of the Master License Agreement.]

5. Technical Services Consulting for Projects .

(a) Design Phase .

(a) At or prior to the kick-off meeting described above, the parties shall confirm the then current version of the Brand Standards for use by Master Licensee’s design team, along with other information describing the Brand Standards that Hyatt requires for the Project and all facilities that are part of the Project, whether inside the Project or outside but adjacent or directly accessible to the Project (“ Project Related Areas ”), as appropriate for the Project. All plans and specifications for the Project shall incorporate the parameters and criteria described in the Brand Standards (subject to any approved Variance).

(b) Upon the request of Master Licensee, Hyatt shall contribute its available knowledge and expertise in the design of the Project and be available to provide review, recommendations or comments and approvals relating to the Brand Standards compliance of conceptual designs, schematic documents, and other design phases of the Project described in Section 5(a)(iii) below.

(c) Based upon, and incorporating the information provided in the materials described in Sections 4(b) and 5(a)(i) and the kick-off meeting described in Section 4(b), Developer and Master Licensee shall prepare or cause to be prepared and submitted to Hyatt for its approval relating to Brand Standards compliance: (i) a facilities program (“ Facilities Program ”) describing the space requirements for all areas of the Project and the Project Related Areas (e.g., public spaces, kitchen, laundry, back office, etc.); (ii) a listing of the operating functions of the Project and the as-designed areas, and other documents reasonably necessary to represent the size, layout and quality of the Project; (iii) a colored vicinity/location map indicating vehicular traffic directions, ingress and egress points and major surrounding developments and transportation centers; (iv) a site plan showing all site elements and proposed landscaping; (v) floor plans, showing all spaces listed in the Facilities Program; (vi) unit layouts, indicating all bath fixtures, in-unit kitchen equipment (if applicable), closets, balconies and other major features; (vii) building elevations and sections, showing exterior materials, details and colors; (viii) a rendered perspective drawing of the Project; and (ix) a sample board showing the proposed exterior materials. Such materials may also include a rendering and preliminary architectural plans of the Project Related Areas, as reasonably requested by Hyatt.

(d) Unless an alternative location is mutually agreed upon by the parties, the presentation of the conceptual and schematic design submittal shall be made by Master Licensee’s representatives in Chicago, Illinois at the corporate headquarters of Hyatt. Master Licensee and Developer will revise and amend the schematic design submittals as may be reasonably necessary to obtain Hyatt’s approval.

(b) Development Phase .

(a) Upon the request of Master Licensee, Hyatt shall contribute its available knowledge and expertise in the development of the Project and be available to provide review, recommendations or comments and approvals relating to the Brand Standards compliance of design development documents, construction documents, and other development phases of the Project described in Section 5(b)(ii) below.

(b) Master Licensee and Developer shall, based upon incorporating the approvals described in Section 5(a)(iii), prepare or cause to be prepared in accordance with the Brand Standards (subject to any approved Variance) a design development submittal which may include the following: (i) a Project description and as-designed space utilization program; (ii) development plans and specifications for the Project, site and related facilities; (iii) interior designer’s plans, furniture layouts, reflected ceiling plans, interior elevations, wall sections, materials, lighting and color schemes; (iv) interior designer’s and mechanical engineer’s coordinated design of HVAC distribution; (v) interior designer’s and electrical engineer’s coordination of lighting and emergency lighting and alarm systems; (vi) a review of lighting layouts for such areas including specific fixture selection and recommendations on and specifications of dimmer equipment; and (vii) engineering drawings indicating locations and sizes of necessary mechanical

connections for food/kitchen equipment, housekeeping equipment and laundry equipment. All such plans shall be submitted to Hyatt for approval.

(c) Prior to submission, or as part of the plans submitted pursuant to Section 5(b)(ii), Master Licensee and Developer shall submit to Hyatt for review and approval relating to Brand Standards compliance: (i) interior design plans, including floor plans, reflected ceiling plans, elevations, sections and renderings that are reasonably necessary to adequately explain the design intent of the Project’s public spaces (which, upon approval, shall become part of the Plans); and (ii) display boards of fabrics, carpets, furnishings, finishes, paints, lighting design guidelines (e.g., fixtures, chandeliers, sconces, etc.) and other materials for each Project space designated by Hyatt. Upon request of Hyatt and agreement by the parties of the date and location of such presentation, Master Licensee and Developer shall present these materials to Hyatt for approval of the interior design of the Project, and Master Licensee and Developer shall revise and amend such presentation materials as may be reasonably necessary to obtain final approval of the interior design by Hyatt.

(a) Upon the request of Master Licensee, Hyatt shall contribute its available knowledge and expertise in the construction document phase of the Project and be available to provide review, recommendations or comments and approvals relating to the Brand Standards compliance of the construction document phase of the Project described in Sections 5(c)(ii) through (v) below.

(b) Upon Hyatt’s approval of the items submitted by Master Licensee and Developer pursuant to Section 5(b), and based upon the designs therein approved by Hyatt, Master Licensee and Developer shall cause their architect to produce final plans, specifications and complete construction drawings (including, without limitation, architectural, electrical, plumbing, HVAC, structural, civil engineering, life safety, and landscape drawings for the Project and Project Related Areas) (collectively, the “ Plans ”), which shall be properly sealed by such architect. The Plans shall: (A) incorporate the Brand Standards (and any approved Variance) into the Project and Project Related Areas; and (B) incorporate all legal requirements applicable to the design, construction and operation of the Project and the Project Related Areas.

(c) The Plans shall be submitted to Hyatt for approval at least sixty (60) days prior to commencement of construction of the Project and Project Related Areas. Master Licensee and Developer may submit the Plans at the time they are 30%, 60% and 90% complete for comment and approval by Hyatt. Following Hyatt’s approval of the Plans, no change in such Plans shall be made that materially affects the design, construction, operation, or aesthetics of the Project or any of the Project Related Areas (as related to the scope of Hyatt’s approval of such areas), without the prior approval of Hyatt.

(d) In accordance with the schedule for the Project, Master Licensee and Developer shall provide to Hyatt: (A) general concepts for food and beverage facilities, including without limitation point of sale systems; (B) the locations of security devices, and their specifications, installation details, power and space requirements; and (C) the locations and types of telecommunication systems.

(e) Upon Hyatt’s approval of the interior design materials submitted pursuant to Section 5(b)(ii) and incorporating the information provided to Master Licensee as set forth above, Master Licensee and Developer shall prepare or cause to be prepared for Hyatt’s approval, documents reasonably describing the interior decorative items to be installed in the Project. Such information shall include the description, quantity, product specification, photograph (when appropriate), installed location and other pertinent information about such decorative items.

(d) Construction Phase .

(a) Master Licensee and Developer shall construct, furnish and equip (or cause to be constructed, furnished and equipped) the Project and the Project Related Areas in accordance with the Brand Standards (subject to any approved Variance) and the Plans that have been previously approved by Hyatt. Upon the request of Master Licensee, Hyatt shall be available to provide review, recommendations or comments and approvals relating to the Brand Standards compliance of the construction phase of the Project described in Sections 5(d)(ii) through (v) below. Without limiting the foregoing, during the course of construction, Hyatt shall be available to Master Licensee and Developer, for the purpose of ensuring compliance with the Plans, the Brand Standards and the Master License Agreement, to (A) undertake site visits, as mutually agreed by Developer and Hyatt in writing, (B) review, prepare and submit, as appropriate, reviews of provided shop drawings and supply specifications, and (C) liaise with the Developer’s project manager regarding on-site progress.

(b) The parties agree that despite its right to observe the construction pursuant to this Section 5(d), Hyatt shall not be obligated to observe the construction of the Project or the Project Related Areas. It is understood and agreed that Hyatt is providing no construction management services, and that construction management shall be the sole responsibility of Developer. To the extent that Hyatt reasonably determines and provides notice to Master Licensee and Developer that the Project, or the Project Related Areas, as constructed, furnished or equipped do not conform to the Brand Standards (subject to any approved Variance) confirmed in Section 5(a)(i), or in all material respects to the approved Plans (as related to the scope of Hyatt’s approval of such areas), Developer shall promptly correct or cause to be corrected such nonconforming work.

(c) Prior to construction of the Project, Developer shall construct a model unit (“ Model Unit ”) for review and approval by Hyatt for compliance with the Brand Standards (subject to any approved Variance), such review and approval to include: (i) the level of fit, finish and quality appearing in the general arrangement of the Model Unit; and (ii) FF&E installed in the Model Unit. Upon receipt by Hyatt of written notice from Master Licensee and Developer of completion of the Model Unit, Hyatt shall have thirty (30) days in which to review and approve the Model Unit. If Hyatt disapproves any portion of any Model Unit, Hyatt shall provide detailed written objections and describe the changes to such Model Unit that would be required to comply with the Brand Standards and obtain the approval of Hyatt as set forth above. Upon receipt by Master Licensee and Developer of written notice from Hyatt that the Model Unit has been approved, Developer shall construct, furnish and equip (or cause to be constructed, furnished and equipped) the Project in accordance with the level of fit, finish and quality appearing in, the general arrangement of, and the FF&E installed in, the approved Model Unit. (3)

(d) Developer shall be responsible for obtaining (or causing to be obtained) all permits and other approvals required for construction and operation of the Project, such as the building permit, occupancy permit, elevator permits, occupational licenses, liquor licenses and others for the Project and Project Related Areas.

(e) Upon completion of construction of the Project, Master Licensee and Developer shall submit to Hyatt: (i) an architect’s certification that the Plans comply with all applicable legal requirements and that the Project has been constructed and completed in accordance, in all material respects, with the Plans approved by Hyatt; and (ii) a copy of the temporary or, if available, permanent certificate of occupancy for the Project. A copy of the permanent certificate of occupancy for the Project should be provided to Hyatt by no later than thirty (30) days after receipt by Master Licensee or Developer.

(e) Opening Date . The date on which the Project is open (or re-open) for overnight accommodation for owners and guests (the “ Opening Date ”) shall in no event be earlier than the date on which all of the following have occurred: (i) all licenses, permits, and other approvals and instruments necessary for operation of the Project (or phase thereof) have been obtained, and (ii) on the Opening Date

(3) This provision only applies to New Projects.

there will be no ongoing construction on any portion of the Project (or phase thereof) that would materially and adversely limit, restrict, disturb or interfere with the experience of the Project owners and guests. If, as of the Opening Date, there remain to be completed minor unfinished punchlist items or installation of incidental FF&E and operating equipment in the common areas, lobby, administrative offices or any units to be opened on the Opening Date, none of which preclude Developer from operating the Project (or phase thereof) in accordance with the Brand Standards (subject to any approved Variance), the Opening Date shall not be delayed for such reasons; however, Developer and Master Licensee shall be obligated to promptly finish such items pursuant to the requirements of this Agreement.

6. Approvals and Inspections .

(a) Requests of Approval .

(a) Wherever in this Agreement, the consent or approval of Hyatt is required, the scope of consent or approval shall be limited to the compliance with the Brand Standards and the Master License Agreement, it shall be in writing and shall be executed by a duly authorized officer or agent of Hyatt. Unless Hyatt has reserved “sole discretion,” Hyatt will use its reasonable business judgment when discharging its obligations or exercising its rights or discretion under this Agreement. Master Licensee and Developer agree that Hyatt, in the exercise of its reasonable business judgment, may act with the intention to benefit the System and Hyatt’s business as a whole, and not individual Licensor Lodging Facilities or other facilities, including the Projects. Hyatt may impose reasonable conditions upon the grant of any consent or approval; provided, however, Hyatt may impose any conditions upon the grant of any consent or approval with respect to which Hyatt has reserved “sole discretion.” Master Licensee and Developer will have the burden of establishing that Hyatt failed to exercise reasonable business judgment.

(b) Four (4) copies of all items submitted to Hyatt for its consent or approval, and all modifications thereto, must be sent to the attention of . Hyatt shall no later than ten (10) Business Days after receipt, review all such items submitted to Hyatt, and modifications thereto, submitted to it pursuant to this Section 6(a)(ii), and shall submit to Master Licensee and Developer its written comments thereon (including reasonable detail to such comments and a description of the changes to such request that are required by Hyatt to obtain Hyatt’s approval therefor, if any). Hyatt shall make its employees available to discuss such comments with Master Licensee and Developer in person or by telephone for a period of ten (10) Business Days after Master Licensee’s and Developer’s receipt of Hyatt’s written comments. To the extent that Hyatt has approved plans, specifications or any other document or material requiring Hyatt’s approval under this Agreement and submitted to it, such plans, specifications or other materials shall be deemed to have met the Brand Standards, and Hyatt shall have no further right to review or request modifications to such plans, specifications or other materials, and Master Licensee and Developer may rely on such approval for the purpose of advancing design, renovation, refurbishment and construction plans and activities. At each stage of design development, if requested by Developer or Master Licensee, Hyatt shall give its approval (if it shall so approve) to plans and specifications at the level of detail as they then exist, with the understanding that Hyatt shall have the right to review and approve future revisions or iterations of any such plans and drawings; provided, however, Hyatt’s review and approval of future revisions or iterations shall be limited to determination as to whether the same conform, in all material respects, to, and are logical extensions of, plans and specifications previously approved by Hyatt, and, to the extent additional detail or design features are disclosed, to the approval or disapproval thereof.

(c) If Hyatt fails to respond within ten (10) Business Days to a request by Master Licensee or Developer for a consent or approval, Master Licensee and Developer shall provide notice to Hyatt of its failure, and Hyatt shall respond within five (5) Business Days or such consent or approval shall be deemed to have been given, except as otherwise expressly provided in this Agreement.

(d) In performing the foregoing, Hyatt shall not be liable for any errors or omissions in the plans and specifications or designs for the Project, or for any misfeasance or malfeasance by any specialists or consultants retained by Master Licensee or Developer, whether or not upon the recommendation of Hyatt, or for any defects in design, manufacture or construction, or for any operational deficiencies in the design or construction of the Project (including, without limitation, life safety systems),

or any failure of any such plans or specifications to conform to Applicable Law, it being the intention of the parties that in rendering its technical services and assistance to Master Licensee or Developer, Hyatt shall be functioning solely as a consultant sharing with Master Licensee and Developer the benefit of its prior experience in the management and operation of first-class resorts and market demands. No approvals by Hyatt of any plans, specifications, drawings, budgets, financing, contractors or specialists shall constitute an opinion by Hyatt as to the legal, functional, structural, mechanical or professional adequacy or competence thereof (as to plans, specifications, drawings, contractors or specialists or the adequacy therefor to budgets or financing) and Master Licensee and Developer each acknowledges that Hyatt has not held itself out as an expert as to any of the foregoing matters. All reviews and approvals by Hyatt hereunder are for the sole and exclusive benefit of Hyatt and no other party shall have the right to rely on the same except that Master Licensee, Developer and any successors in interest to either of them shall be entitled to rely on such reviews and approvals to confirm the Project has been constructed in compliance with the Brand Standards and otherwise in accordance with this Agreement and the Master License Agreement.

(b) Inspections . Hyatt will conduct such scheduled inspections and reviews from time to time during the construction period as provided in this Agreement and as Master Licensee or Developer may reasonably request with regard to such matters as Master Licensee or Developer determines may be useful to Master Licensee or Developer in their overall evaluation of the development of the Project; provided, however, that neither Master Licensee or Developer shall request Hyatt to inspect or review any matter relating to the quality of workmanship in connection with the construction of the Project except those matters relating to whether the quality of the workmanship complies with the Brand Standards. In performing the foregoing, Hyatt shall be functioning solely as a consultant sharing with Master Licensee and Developer the benefit of its prior experience in the management and operation of first-class resorts and market demands. Except for confirming compliance with the Brand Standards and the Master License Agreement, no approvals by Hyatt relating to any inspections and reviews shall constitute an opinion by Hyatt as to the legal, functional, structural, mechanical or professional adequacy or competence of any matter relating to such inspections and reviews and each of Master Licensee and Developer acknowledges that Hyatt has not held itself out as an expert as to any of the foregoing. All reviews and approvals by Hyatt hereunder are for the sole and exclusive benefit of Hyatt and no other party shall have the right to rely on the same, except as otherwise provided herein with respect to the Brand Standards.

7. TSA Consulting Charge . In consideration for the services performed by Hyatt, Master Licensee and Developer shall pay Hyatt a one-time fixed charge equal to Fifty Thousand and No/100 Dollars ($50,000.00) (the “ TSA Consulting Charge ”), which fee shall be due and payable on the Effective Date. The TSA Consulting Charge is earned upon payment and is non-refundable. The TSA Consulting Charge shall be inclusive of all costs and expenses incurred in connection providing the services provided for herein for the Project (including travel expenses of Hyatt).

8. Insurance .

(a) Developer shall maintain comprehensive general liability and umbrella insurance for the Project consistent with the insurance requirements set forth in Sections 15.2, 15.3 and 15.4 of the Master License Agreement. The insurance policy required hereunder shall name Hyatt as an additional insured thereunder, as its interests may appear. Developer will provide Hyatt with satisfactory evidence of such insurance prior to commencing any services in connection with the Project.

(b) Developer shall, at all times during construction, furnishing and equipping prior to the date that the Project is open for business, procure and maintain with responsible and properly licensed companies, at no cost to Hyatt, (A) adequate public liability insurance in respect of the Project and the FF&E protecting each of Developer, Master Licensee and Hyatt against claims or loss arising in connection with the construction, furnishing and equipping of the Project and the FF&E and the preopening activities of Hyatt hereunder; (B) adequate property insurance for the full insurable value of the Project and the FF&E against all risk of direct physical damage, including, but not limited to, fire and extended coverage, and such other risks and perils for which insurance is customarily provided for Projects of similar character

during the period of construction and completion. All policies referenced in Section 8(a) above evidencing such insurance shall name Hyatt as an additional insured thereunder as its interests may appear by means of the following endorsement:

“Additional Insureds Endorsement:

and all affiliated, associated, proprietary, or subsidiary companies, partnerships, and trusts as they may now exist or exist hereafter. Such insurance shall be primary to any other valid and collectible insurance available to .”

Developer will also require the general contractor to carry a minimum of $1,000,000 liability insurance coverage (as reasonably approved by Hyatt) during the construction of the Project naming Hyatt as an additional insured as its interests may appear. Such policies shall also contain the language set forth in the above endorsement.

(c) Waiver of Subrogation . Developer and Master Licensee hereby waive any and all rights, claims and demands of whatsoever nature it may have against Hyatt on account of any loss or damage to the Project or any part thereof or any of its contents, or any other property of Developer or Master Licensee, arising from any risk actually covered or required by this Agreement to be covered by Developer’s fire and extended coverage insurance and resulting from the performance by Hyatt under this Agreement to the extent Developer or Master Licensee actually receives payment of the same. To the extent any loss or damage that is covered by insurance under Section 8(a) of this Agreement, Hyatt hereby waives any and all rights, claims and demands of whatsoever nature it may have against Master Licensee or Developer on account of any loss or damage to any property owned by Hyatt and located on the Project from time to time, arising from any risk that would be covered by fire and extended coverage insurance maintained by Hyatt in accordance with prudent business practice to the extent Hyatt actually receives payment of the same. Hyatt acknowledges and agrees that the Master Licensee and Developer have the full power and authority to make any and all decisions with respect to the design, planning, development, construction and equipping of the Project, subject to the terms of this Agreement. Hyatt agrees that it has no authority to and will not direct any contractor, architect, interior designer, landscape designer or other professionals or consultants involved with the Project to make any changes or alter any plans or specifications without the prior approval of Master Licensee or Developer.

9. Relationship and Disclaimer .

(a) Except as expressly provided in this Agreement, nothing herein contained shall ever be construed as rendering Hyatt liable or responsible for the actions or activities of Master Licensee or Developer or their construction manager, contractors, architects, interior designer, landscape designer, or any of the other designers or consultants hired or retained by Master Licensee or Developer, whether or not recommended by Hyatt, and Master Licensee and Developer agree to retain only licensed persons or companies to perform such services where required by law. Further, Hyatt shall never be deemed responsible for supervision of construction of the Project or any phase or part or portion thereof, or for any defect or defects therein. Hyatt shall not perform the functions of a developer, a construction manager or a general contractor.

(b) Master Licensee and Developer understand and agree that Hyatt is only providing the consulting services rendered and to be rendered by Hyatt to Developer and Master Licensee, during the planning, construction, equipping, and development of the Project. Master Licensee and Developer further understand and agree that the consulting services rendered and to be rendered by Hyatt to Master Licensee and Developer during the planning, construction, equipping, and development are advisory in nature, and are intended to assist Master Licensee and Developer, and their contractor, architect, interior designer, landscape designer, and other professionals and consultants hired and retained by Master Licensee or Developer, in designing, developing and implementing plans and specifications in compliance with the

Brand Standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HYATT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY CONCERNING:

(a) FITNESS FOR A PARTICULAR PURPOSE (OTHER THAN FOR MEETING THE BRAND STANDARDS), MERCHANTABILITY, SUITABILITY, CHARACTER, PROPENSITY, QUALITY, CAPACITY OR OTHER CONDITION OF ANY PORTION OF THE PROJECT OR THE FF&E;

(b) INSTALLATION, USE OR OWNERSHIP OF FF&E;

(c) THE WORK PERFORMED BY OTHERS (INCLUDING BUT NOT LIMITED TO THE WORK PERFORMED BY MASTER LICENSEE’S OR DEVELOPER’S CONTRACTOR, ARCHITECT, INTERIOR DESIGNER, LANDSCAPE DESIGNER OR INSTALLERS AND OTHER PROFESSIONALS AND CONSULTANTS HIRED AND RETAINED BY MASTER LICENSEE OR DEVELOPER) IN CONNECTION WITH THE PROJECT; OR

(d) CONFORMITY OF THE PROJECT AND FF&E WITH FEDERAL, STATE OR LOCAL BUILDING, FIRE OR OTHER CODES, REGULATIONS AND LAWS.

Hyatt shall not have any liability in connection with any loss, claim or damages that may arise from any of the causes listed in subsections (i) through (iv) above.

(c) Hyatt shall deal at arm’s length with all third parties in serving Master Licensee’s and Developer’s interests; provided, however, nothing contained herein shall prevent Hyatt from procuring necessary services from an Affiliate, on terms and conditions no less favorable to Master Licensee or Developer than those that would be generally demanded by unaffiliated persons or entities for comparable services, if applicable, or for the sale or lease of comparable goods. This Agreement shall not be construed as prohibiting Hyatt, or any firm or corporation or any related person or entity controlled by Hyatt, from conducting or possessing an interest in any other business or activity, including, but not limited to, the ownership, financing, leasing, operation, development, management and brokerage of real property.

(d) Master Licensee and Developer shall, with the assistance of Hyatt as expressly set forth herein, be solely responsible for securing local, state, federal, and private approvals as required by Applicable Law in respect of the timeshare regime, the condominium regime, if any, and the sale of Shared Ownership Products in connection with the Project.

10. Indemnification .

(a) Developer and Master Licensee Indemnification . Developer and Master Licensee do hereby agree, on a joint and several basis, to indemnify, defend and hold harmless Hyatt, its officers, directors, agents and employees and their respective successors and assigns, from and against any and all actual, out of pocket claims, liabilities, actions, causes of action, judgments, expenses, losses, deficiencies or damages whatsoever (including, without limitation, court costs, reasonable attorneys’ and paralegals’ fees, settlement costs, judgments and damages at all trial and appellate levels and whether suit be brought or not) directly or indirectly arising out of or in connection with the undertaking or performance by Developer or Master Licensee of each of their duties, functions, and activities hereunder except to the extent arising from the gross negligence or willful misconduct of Hyatt or an Affiliate in performing any of their duties hereunder, including, but not limited to:

(a) the installation, use, or ownership of FF&E;

(b) any claims for patent, copyrights, trademark infringement in connection with FF&E;

(c) the fitness for a particular purpose, merchantability, suitability, character, propensity, quality, capacity or other condition of the Project and FF&E;

(d) the obligations, acts or omissions of any architect, property manager, general contractor, interior designer, landscape designer, engineering consultant, subcontractor, construction manager, vendor, or other installation contractor or any other person or entity other than Hyatt or an Affiliate of Hyatt performing services or supplying materials, merchandise or equipment to the Project;

(e) any claims by vendors, contractors or subcontractors for payment for FF&E or work in connection with the Project;

(f) the design or construction of the Project (except for compliance with the Brand Standards); or

(g) the enforcement or attempted enforcement of any and all obligations incurred by Hyatt acting as agent for Master Licensee and Developer hereunder and within the scope of such agency authority, except for those claims, liabilities, actions, causes of action, judgments, expenses, losses, deficiencies or damages arising solely due to the gross negligence or willful misconduct of Hyatt or an Affiliate in performing any of their duties hereunder.

(b) Hyatt Indemnification . Hyatt does hereby agree to indemnify, defend and hold harmless Master Licensee and Developer, and their respective officers, directors, agents and employees and their respective successors and assigns, from and against any and all actual, out of pocket claims, liabilities, actions, causes of action, judgments, expenses, losses, deficiencies or damages whatsoever (including, without limitation, court costs, reasonable attorneys’ and paralegals’ fees, settlement costs, judgments and damages at all trial and appellate levels and whether suit be brought or not) directly or indirectly arising out of or in connection with the undertaking or performance by Hyatt of its duties, functions, and activities hereunder, or arising solely due to the gross negligence or willful misconduct of Hyatt in performing its duties hereunder.

(c) Claim Notices . In the event any indemnified party has actual knowledge of facts that give rise to a claim of indemnification against the other party pursuant to this Section 10, the indemnified party shall deliver written notice of such facts with reasonable promptness to the indemnifying party specifying in reasonable detail the nature of the facts giving rise to a claim for indemnification. The failure by any indemnified party to so notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party with respect to any claim made pursuant to this Section 10; provided that, the party entitled to receive such notice was not, as a result of such failure to give prompt written notice, (i) deprived of its right to recover any payment under its applicable insurance coverage, (ii) otherwise damaged or prejudiced or (iii) deprived of its rights and remedies under this Agreement.

11. No Liens . Nothing contained in this Agreement or in any construction contract, subcontract, or other contract entered into in connection herewith shall be deemed or construed in any way as constituting the consent or request of Hyatt, expressed or implied, to any supplier, vendor, contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any materials in connection with the Property or the Project or any part thereof that would give rise to the filing of any mechanic’s or materialman’s liens or claims against the Property or the Project or any part thereof.

12. Assignment .

(a) Hyatt may assign this Agreement only in connection with its permitted assignment of the Master License Agreement. Developer may assign this Agreement only in connection with its permitted assignment of the Sublicense Agreement. Master Licensee may assign this Agreement only in connection with its permitted assignment of the Master License Agreement.

(b) Notwithstanding the foregoing, Developer may assign this Agreement for collateral purposes, to any construction or working capital lender of Developer (and Hyatt shall attorn to said lender should it take over Developer’s position in the Project).

13. Damage and Destruction . If the Project or any Developer-owned portion thereof shall be damaged or destroyed at any time during the term hereof by fire, casualty or other cause, to such an extent that it would be either impossible or impracticable, in Developer’s good faith judgment, to repair same or to continue to operate the Project facility, then Developer may terminate this Agreement by giving written notice of termination to Hyatt whereupon this Agreement shall be terminated and of no further force and effect, except with respect to the duties, liabilities and obligations of the parties which arose or accrued prior to termination.

14. Condemnation . If the Project or any Developer-owned portion thereof shall be taken in eminent domain or condemnation proceedings such that in the reasonable good faith judgment of Developer and subject to Hyatt’s agreement which shall not be unreasonably withheld, conditioned, delayed or denied, it is impossible or impracticable to continue to operate the Project facility, then Developer shall have the right to terminate this Agreement by giving written notice of such termination to Hyatt, whereupon this Agreement shall be terminated and of no further force and effect, except with respect to the duties, liabilities and obligations of the parties which arose or accrued prior to termination. In the event of termination under this Section 14, such termination shall be effective upon the date of taking. The provisions of this Section 14 with respect to termination shall also be applicable should Developer make a conveyance in lieu of condemnation, in which event the day of the execution and delivery of such conveyance shall be the date of termination.

15. Default .

(a) Default by Hyatt . The following events shall be deemed to be events of default by Hyatt under this Agreement:

(a) If Hyatt shall fail to comply, in a material manner, with any of the terms, conditions, provisions or covenants of this Agreement to be complied with by Hyatt, and Hyatt shall not cure such failure within thirty (30) days after written notice thereof is given by Developer or Master Licensee to Hyatt, or, if such failure is not reasonably susceptible of being cured within said thirty (30) day period, if Hyatt shall fail to commence to cure such failure within said thirty (30) day period, or, having commenced, shall thereafter fail to complete the curing of such failure with reasonable diligence.

(b) If Hyatt becomes insolvent or is unable to pay its debts as they become due, is adjudicated bankrupt, or files a petition or pleading under the federal bankruptcy law or under any other state of federal bankruptcy or insolvency laws, or an involuntary petition is filed with respect to it under any such law and is not dismissed within sixty (60) days after it is filed, or a permanent or temporary receiver or trustee for the business of Hyatt or for all or substantially all of its property is appointed by any court, or any such appointment is acquiesced in, consented to, or not opposed through such legal action, by it, or it makes a general assignment for the benefit of creditors or makes a written statement to the effect that it is unable to pay its debts as they become due, or a levy, execution or attachment remains on all or a substantial part of Hyatt’s assets for sixty (60) days.

(b) Default by Developer or Master Licensee . The following events shall be deemed to be events of default by Master Licensee and Developer under this Agreement:

(a) If Developer or Master Licensee shall fail to pay when due any fees or other charges owing to Hyatt under this Agreement, and such failure is not cured within thirty (30) days after written notice thereof is given by Hyatt to Developer and Master Licensee receiving written request therefor, then Hyatt may suspend any further work hereunder until such payment is received; such suspension by Hyatt shall not in itself be deemed or construed to be a breach by Hyatt of this Agreement, or any conditions or covenants thereof.

(b) If Master Licensee or Developer shall fail to comply in any material respect with any other term, provision or covenant of this Agreement, and shall not cure such failure within thirty (30) days after written notice thereof from Hyatt, or, if such failure is not susceptible of being cured within said thirty (30) day period, if Master Licensee or Developer shall fail to commence to cure such failure within said thirty (30) day period, or, having commenced, shall thereafter fail to complete the curing of such failure with reasonable diligence.

(c) If Developer or Master Licensee becomes insolvent or is unable to pay its debts as they become due, is adjudicated bankrupt, or files a petition or pleading under the federal bankruptcy law or under any other state of federal bankruptcy or insolvency laws, or an involuntary petition is filed with respect to it under any such law and is not dismissed within sixty (60) days after it is filed, or a permanent or temporary receiver or trustee for the business of Developer or Master Licensee or for all or substantially all of its property is appointed by any court, or any such appointment is acquiesced in, consented to, or not

opposed through such legal action, by it, or it makes a general assignment for the benefit of creditors or makes a written statement to the effect that it is unable to pay its debts as they become due, or a levy, execution or attachment remains on all or a substantial part of Developer’s or Master Licensee’s assets for sixty (60) days.

(c) Remedies for Default . Should an event of default by any party occur under this Agreement and remain uncured, the non-defaulting party shall have the right to terminate this Agreement pursuant to the terms hereof, or to enforce this Agreement, and further, shall have such remedies on account of such default, both at law and in equity, as are provided, established or allowable under the laws of the State of Delaware, including, but not limited to, an action or actions in equity for preliminary, temporary or permanent injunctive relief.

(d) Automatic Termination . Notwithstanding anything in this Agreement to the contrary, the termination of the Master License Agreement shall result in the automatic termination of this Agreement, if it is in full force and effect as of such date.

16. Estoppel Certificates . Any party shall, at any time and from time to time upon not less than fifteen (15) days’ prior written request by another party, execute, acknowledge and deliver a statement in writing certifying:

(a) That this Agreement is unmodified and in full force and effect (or, if modified, that the same is in full force and effect, as modified, stating the modifications);

(b) The date to which payments have been made under this Agreement; and

(c) That so far as the party giving the certificate knows, no default hereunder on the part of the other party, as the case may be, exists (except that if any such default does exist, the certifying party shall specify such default), it being intended that any such statements delivered pursuant to this Section 16 may be relied upon by any prospective purchaser, assignee, lender or mortgagee.

17. Independent Contractor; No Joint Venture .

(a) The parties hereto intend for Hyatt to be an independent contractor and do not intend to create a partnership, joint venture, joint enterprise or other association of any type between the parties to carry on a business or venture as co-owners or to make the parties co-principals with respect to the subject matter of this Agreement, and no party shall be deemed or considered, or shall hold itself out as such or as an employee of any other or otherwise indicate that it has the authority to obligate or bind any other party for any purpose whatsoever. Hyatt shall not be considered an agent or employee of Developer or Master Licensee for any purpose.

(b) Nothing herein contained in this Agreement shall be deemed or intended to create a partnership, joint venture, joint enterprise or other association between the parties to carry on a business or venture as co-owners or to make the parties co-principals with respect to the subject matter hereof, and any inferences to the contrary shall be expressly negated. It is the intention of the parties to maintain separate and distinct interests and separate and distinct identities as provided in this Agreement.

18. Time is of the Essence . Except as otherwise specifically set forth herein, time is of the essence for all terms of this Agreement.

19. Notices . All notices required or permitted to be given hereunder will be in writing and may be delivered by hand, by facsimile, by nationally recognized private courier or by United States mail. Notices delivered by mail will be deemed given three (3) Business Days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. Notices delivered by hand will be deemed delivered when actually delivered. Notices given by nationally recognized private courier will be deemed delivered on the date delivery is promised by the courier. Notices given by facsimile with a confirmation of transmission by the transmitting equipment will be deemed given on the first (1st) Business Day following transmission; provided, however, that a notice delivered by facsimile that has not been confirmed or acknowledged (including any response to such transmission) by recipient will only be effective if such notice is also delivered by hand, deposited in the United States mail, postage

prepaid, registered or certified mail or given by nationally recognized private courier on or before two (2) Business Days after its delivery by facsimile. All notices will be addressed as follows:

To Hyatt:

[ ]

c/o Hyatt Hotels Corporation

71 South Wacker Dr., 12th Floor

Chicago, Illinois 60606

Attn: General Counsel

Facsimile: (312) 780-5282

and

[ ]

c/o Hyatt Hotels Corporation

71 South Wacker Dr., 12th Floor

Chicago, Illinois 60606

Attn: Senior Vice President

Facsimile:

To Master Licensee:

c/o Interval Leisure Group, Inc.

6262 Sunset Drive

Miami, Florida 33143

Attn: Victoria J. Kincke, General Counsel

Facsimile: 305-667-2072

with a copy to:

Holland & Knight, LLP

800 17 th Street, N.W., Suite 1100

Washington, D.C. 20006

Attn: Jeffrey B. Stern

Facsimile: 202-955-5564

To Developer:

Attn:

Facsimile:

Any party(ies) may, by notice given in accordance with this Section 19 to the other party(ies), designate another address or Person for receipt of notices hereunder; provided that notice of such a change shall be effective upon receipt

20. Severability . If any term or provision of any Article or Section of this Agreement, or the application thereof to any persons or circumstances, shall to any extent or for any reason be invalid or unenforceable, the remainder of this Agreement and the application of such term or provision to persons or

circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of any Article or Section of this Agreement shall be valid and enforced to the fullest extent permitted by law.

21. Entire Agreement . This Agreement and attached exhibits and schedules will supersede any and all contrary understandings and agreements between the parties, and it is mutually understood and agreed that this Agreement represents the entire agreement between the parties, and any representations or inducements made prior hereto which are not included in this Agreement shall be of no force and effect. This Agreement may only be amended and modified by an instrument in writing signed by the duly authorized officers or agents of the parties affected.

22. Multiple Counterparts . This Agreement may be executed in a number of identical counterparts, each of which will be deemed an original for all purposes and all of which will constitute, collectively, one agreement. Delivery of an executed signature page to this Agreement by electronic transmission will be effective as delivery of a manually signed counterpart of this Agreement.

23. Remedies Not Cumulative . Except as otherwise expressly provided in this Agreement, no right or remedy conferred upon or reserved to the parties by this Agreement is intended to be, nor will be deemed, exclusive of any other right or remedy herein by law or in equity provided or permitted, but each will be cumulative of every other right or remedy.

24. Waivers . Except as otherwise provided in this Agreement, approvals, designations, and consents required under this Agreement will not be effective unless evidenced by a writing signed by the duly authorized officer or agent of the party giving such approval or consent. No waiver, delay, omission, or forbearance on the part of any party to exercise any right, option or power arising from any default or breach by the other party, or to insist upon strict compliance by the other party with any obligation or condition hereunder, will affect or impair the rights of Licensor or Licensee, respectively, with respect to any such default or breach or subsequent default or breach of the same or of a different kind. Any delay or omission of either party to exercise any right arising from any such default or breach will not affect or impair such party’s rights with respect to such default or breach or any future default or breach. No party will be liable to other party for providing (or denying) any waiver, approval, consent, or suggestion to the other party in connection with this Agreement or by reason of any delay or denial of any request.

25. Dispute Resolution .

(a) Subject to Sections 25(f) and (h) below, the parties agree for themselves and their respective Affiliates, and each of their respective shareholders, trustees, beneficiaries, directors, officers, employees or agents, that all controversies, disputes, or claims between the parties arising from or relating to this Agreement (collectively, “ Disputes ”) shall be subject to, and resolved in accordance with, this Section 25.

(b) If any party gives notice to another party of the existence of a Dispute, then, commencing within five (5) days after the date of such notice, the parties shall, through their senior business representatives and (if they so desire) counsel, negotiate in good faith for a period of at least ten (10) Business Days in an effort to resolve the Dispute. If the parties are unable to resolve the Dispute within such ten (10) Business Day period, any party may then submit the Dispute to non-binding mediation under the then applicable rules and jurisdiction of the American Arbitration Association (“ AAA ”), in which event, the parties shall participate in at least ten (10) hours of mediation within the thirty (30) day period after such Dispute has been submitted for mediation. The fees and costs of such mediation shall be borne equally by the parties. If the Dispute remains unresolved at the conclusion of such mediation, any party may then submit the Dispute to arbitration in accordance with Section 25(c) below.

(c) Except as set forth below, all Disputes that have not been resolved through negotiation or mediation shall be submitted to final and binding arbitration administered by the AAA. If the AAA no longer exists or is unable to administer the arbitration of the Dispute in accordance with this Agreement, and the parties cannot agree on the identity of a substitute arbitration service provider within ten (10) days after notice by the complaining party, then such party shall petition a Delaware court of competent jurisdiction to identify a substitute arbitration service provider, who will administer the dispute resolution process in accordance with this Section 25. The arbitration shall be governed exclusively by the rules of the American Arbitration Association, or any successor agency, without reference to any state arbitration statutes. In any such arbitration proceeding, each Party shall submit or file any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be barred. The arbitrator may not consider any settlement discussions or offers that might have been made by any of the parties.

(d) The arbitration proceedings will be conducted by one (1) arbitrator and, except as this Section otherwise provides, according to the AAA’s then current commercial arbitration rules. The arbitrator must be chosen from a proposed list of at least ten (10) arbitrators who have at least ten (10) years’ experience resolving complex business disputes, and who not been employed by or been involved in a contract with any of the parties in the preceding ten (10) years. All proceedings will be conducted at a suitable location chosen by the arbitrator that is within ten (10) miles of Orlando, Florida. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) and not by any state arbitration law. In addition to the foregoing, the final arbitrator selected shall be a third-party individual: (a) having not less than ten (10) years’ experience in the hospitality industry or at least ten (10) years’ consulting experience with a solid reputation in the hospitality industry; (b) not having had any direct relationship with either party or its affiliates in the preceding twenty-four (24) month period, except to the extent disclosed and accepted by the other party; (c) having demonstrated knowledge of the market where the Project is located; and (d) having demonstrated knowledge of the operation and marketing of Shared Ownership Projects in the market where the Project is located. The arbitrator has the right to award any relief that he or she deems proper, including money damages (with interest on unpaid amounts from the date due), specific performance (if monetary damages are inadequate), injunctive relief, and attorneys’ fees and costs, provided that the arbitrator may not award any punitive, exemplary, or treble or other forms of multiple damages against either party. The award of the arbitrator shall be conclusive and binding upon all parties hereto and judgment upon the award may be entered in any court of competent jurisdiction.

(e) The parties agree that arbitration will be conducted on an individual, not a class wide, basis; that only the parties (and/or their Affiliates and its and their respective officers, directors, agents, and/or employees, as applicable) may be the parties to any arbitration proceedings described in this Section; and that an arbitration proceeding between the parties (and/or their Affiliates and its and their respective owners, officers, directors, agents, and/or employees) may not be consolidated with any other arbitration proceeding between them. Notwithstanding the foregoing or anything to the contrary in this Section, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a dispute that otherwise would be subject to arbitration under this Section, then all parties agree that this arbitration clause shall not apply to that dispute and that such dispute shall be resolved in a judicial proceeding in accordance with this Section 25.

(f) Despite the parties’ agreement to arbitrate, each shall have the right in a proper case to seek temporary restraining orders and temporary or preliminary or injunctive relief or other interim orders of specific performance from a court of competent jurisdiction; provided, however, that the parties must contemporaneously submit the dispute for arbitration on the merits as provided in this Section 25. The Parties agree that the award of the arbitrator shall be binding upon Hyatt, Master Licensee and Developer, and that judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(g) THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY PUNITIVE, EXEMPLARY, TREBLE OR OTHER FORMS OF MULTIPLE DAMAGES OR TO VARY OR

IGNORE THE TERMS OF THIS AGREEMENT, AND SHALL BE BOUND BY CONTROLLING LAW.

26. Litigation . Notwithstanding anything to the contrary in this Agreement, the parties shall have the right to immediately commence litigation or other legal proceedings without seeking alternative dispute resolution with respect to the following:

(a) Hyatt will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Agreement for which such relief is an available remedy, the Brand Standards (including, but not limited to, threats or danger to public health or safety) or actual or threatened misuse or misappropriation of Hyatt’s intellectual property or confidential information. The rights conferred by this Section 26(a) expressly include, without limitation, Hyatt’s entitlement to affirmative injunctive, declaratory, and other equitable or judicial relief (including specific performance) for the failure by Master Licensee or Developer to operate Project in accordance with the applicable Brand Standards, including, without limitation, affirmative relief that any such deficiencies are cured and thereafter meet the Brand Standards.

(b) Master Licensee and Developer will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Agreement for which such relief is an available remedy or actual or threatened misuse or misappropriation of the Master Licensee’s or Developer’s intellectual property or confidential information.

(c) Each party will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any claims relating to the enforcement of the dispute provisions of this Agreement.

27. Governing Law . Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.) or other federal law, this Agreement and all claims arising from the relationship among the parties (and their respective Affiliates) will be governed by the laws of the State of Delaware, without regard to conflict of laws rules. Any action by any party described in Section 26 of this Agreement shall be brought in a court for the State of Delaware or a court of the United States located in the State of Delaware. The parties consent to the jurisdiction of such courts and waive any right to have such action transferred from such courts on the grounds of improper venue or inconvenient forum. The parties also waive trial by jury in the event of any such action, and the parties agree that service of process for purposes of any such action need not be personally served or served within the State of Delaware, but may be served with the same effect as if the party were served within the State of Delaware, by notice in the manner prescribed for notices under this Agreement pursuant to Section 19 of this Agreement.

28. Prevailing Party’s Expenses . The prevailing party in any arbitration, litigation or other legal action or proceeding arising out of or related to this Agreement shall be entitled to recover from the losing party all reasonable fees, costs and expenses incurred by the prevailing party in connection with such arbitration, litigation or other legal action or proceeding (including any appeals and actions to enforce any arbitration awards and court judgments), including reasonable fees, expenses and disbursements for attorneys, experts and other third parties engaged in connection therewith and its share of arbitrator fees and costs. If a party prevails on some, but not all, of its claims, such party shall be entitled to recover an equitable amount of such fees, expenses and disbursements, as determined by the applicable arbitrator or court. All amounts recovered by the prevailing party under this Section 28 shall be separate from, and in addition to, any other amount included in any arbitration award or judgment rendered in favor of such party, unless duplicative.

29. Third-Party Litigation . Sections 25 through 30 of this Agreement shall not apply in the event that a third party has commenced litigation against one or more parties outside of Delaware (“ Third Party Action ”) and a defendant party in the Third Party Action files a cross-complaint or third-party complaint against another party that arises out of the same facts or transactions at issue in the Third Party Action.

30. Waiver of Jury Trial and Punitive Damages . Each party hereby absolutely, irrevocably and unconditionally waives trial by jury and the right to claim or receive punitive, exemplary, treble or other forms of multiple damages arising out of, pertaining to or in any way associated with the covenants, undertakings, representations or warranties set forth in this Agreement, the relationships of the parties hereto, this Agreement or any other Transaction Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, under seal, as of the Effective Date.

	HYATT:

	[ HYATT ENTITY]


	By:

	Name:

	Title:


	MASTER LICENSEE:

	S.O.I. ACQUISITION CORP.


	By:

	Name:

	Title:


	DEVELOPER/OWNERS’ ASSOCIATION:

	[ ]


	By:

	Name:

	Title:

EXHIBIT F

MANAGEMENT COMPANY ACKNOWLEDGMENT

This Management Company Acknowledgment (this “ Management Company Acknowledgment ”) is executed as of [ , 20 ], by and among [ ], a [ ] (“ Management Company ”), [ ], a [ ] (“ Licensee ”),] [ ], a [ ] (“ Association ”)] and Hyatt Franchising, L.L.C., a Delaware limited liability company (“ Master Licensor ”).

RECITALS:

A. Master Licensor and S.O.I. Acquisition Corp., a Florida corporation (“ Master Licensee ”) are parties to that certain Master License Agreement dated October 1, 2014 (as such agreement may be amended, supplemented, restated or otherwise modified, the “ License Agreement ”).

B. Management Company has entered into an agreement (the “ Management Agreement ”) with [Association][Licensee] pursuant to which Management Company will operate the [NAME OF PROJECT] (the “ Project ”) located at [ ] (the “ Approved Location ”), on behalf of [Association][Licensee], subject to the terms of that certain Sublicense Agreement dated as of the date hereof (as such as such agreement may be amended, supplemented, restated or otherwise modified, the “ Sublicense Agreement ”) between Master Licensee and Licensee.

C. Licensee has requested that Master Licensor consent to the operation of the Project by Management Company and Master Licensor is willing to give such consent on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual undertakings and benefits to be derived herefrom, the receipt and sufficiency of which are acknowledged by each of the parties hereto, it is hereby agreed as follows:

1. Defined Terms . Unless specifically defined herein, all capitalized terms used in this Management Company Acknowledgment will have the same meanings set forth in the Sublicense Agreement.

2. Master Licensor’s Consent . Subject to and in accordance with the terms and conditions of this Management Company Acknowledgment and the Sublicense Agreement, Master Licensor hereby consents to the operation of the Project on behalf of [Licensee][Association] by Management Company. The parties acknowledge and agree that Master Licensor’s consent shall expire without notice to Management Company contemporaneously with the occurrence of any of the following events: (a) any termination of the License Agreement or Licensee’s rights under the License Agreement with respect to the Project, (b) any termination of the Sublicense Agreement, or (c) the execution of another management company acknowledgment among Master Licensor, [Licensee][Association] and another management company with respect to the Project; provided that the duties and obligations of Management Company that by their nature or express language survive such termination, including Sections 4(b) and (c) below, will continue in full force and effect notwithstanding the termination of Master Licensor’s consent in the immediately preceding sentence.

3. Management Company Representations and Covenants . Management Company represents and warrants to Master Licensor that:

(a) Management Company (and any Person that is in Control of Management Company or that is Controlled by Management Company) (i) is not known in the community as being of bad moral character; (ii) has not been convicted in any court of a felony or other offense that could result in imprisonment for one (1) year or more or a fine or penalty of two million dollars ($2,000,000) (as adjusted annually after the Effective Date of the License Agreement by the CPI Index) or more; or (iii) is not a Specially Designated National or Blocked Person;

(b) Neither Management Company nor any Affiliate of Management Company is a Lodging Competitor or Licensor SOI Competitor; and

(c) The Management Agreement is valid, binding and enforceable and contains no terms, conditions, or provisions that are, or through any act or omission of [Licensee][Association] or Management Company, may be or may cause a breach of or default under the Sublicense Agreement.

4. Management Company and [Licensee][Association] Acknowledgments . Management Company and [Licensee][Association] covenant and agree to the following:

(a) Management Company will have the exclusive authority and responsibility for the day-to-day on-site management of the Project on behalf of and for the benefit of [Licensee][Association] in accordance with the terms of the Management Agreement and the Sublicense Agreement. The general manager of the Project will be an employee of Management Company and devote such time and attention to the management and operation of the Project as is necessary to fully comply with the terms, conditions and restrictions set forth in the Management Agreement and the Sublicense Agreement;

(b) The Project will be operated in strict compliance with the requirements of the Management Agreement and the Sublicense Agreement, and Management Company will observe fully and be bound by all terms, conditions and restrictions regarding the management and operation of the Project as set forth in the Management Agreement and the Sublicense Agreement, including those related to Licensor Intellectual Property, as if and as though Management Company had executed the Sublicense Agreement as “Sublicensee;” provided that Management Company obtains no rights under the terms of the License Agreement or Sublicense Agreement, except as specifically set forth in the Management Agreement, and the rights granted thereunder or hereunder do not constitute a license or franchise or sub-license or sub-franchise to Management Company. Management Company will comply with all Applicable Laws in connection with its management of the Project and will obtain in a timely manner all permits, certificates, and licenses necessary for the full and proper operation of the Project;

(c) Master Licensor may enforce directly against Management Company all terms in the License Agreement regarding Licensor Intellectual Property, other than those that require payment of money to Master Licensor or its Affiliates by Master Licensee. Licensor may seek and obtain all available legal and equitable remedies from Management Company based on Management Company’s failure to comply with the terms of this Management Company Acknowledgment, in addition to any remedies Master Licensor may obtain from Master Licensee under the License Agreement;

(d) Management Company hereby assigns (and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions to assign) to Master Licensor, in perpetuity throughout the world, all rights, title and interest (including the entire copyright and all renewals, reversions and extensions thereof) in and to all modifications, derivatives or additions to the Licensor Intellectual Property and other aspects of the System proposed by or on behalf of

Management Company or its Affiliates. Management Company waives (and will cause each of its employees or independent contractors who contributed to such modifications, derivatives or additions to waive) all rights of “droit moral” or “moral rights of authors” or any similar rights that Management Company (or its employees or independent contractors) may now or hereafter have in the modifications, derivatives or additions to the Licensor Intellectual Property and other aspects of the System proposed by or on behalf of Management Company or its Affiliates and Management Company disclaims any interest in such modifications by virtue of a constructive trust. Management Company agrees to execute (or cause to be executed) and deliver to Master Licensor any documents and to do any acts that may reasonably be deemed necessary by Master Licensor to perfect or protect the title in the modifications, derivatives and additions herein conveyed, or intended to be conveyed now or in the future;

(e) [Licensee][Association] and Management Company will not modify or amend the Management Agreement in such a way as to create a conflict or other inconsistency with the terms of the Sublicense Agreement or this Management Company Acknowledgment;

(g) Except in extraordinary circumstances, such as theft or fraud on the part of Management Company or a default by Licensee under the Sublicense Agreement caused by Management Company for which Licensee needs to promptly remove Management Company from the Project, the Management Agreement will not be terminated or permitted to expire without at least thirty (30) days’ prior notice to Master Licensor; and

(h) Management Company will perform the day-to-day operations of the Project. Master Licensor has the right to communicate directly with Management Company, and the managers at the Project regarding use of the Licensor Intellectual Property, Branded Elements and/or the System in the day-to-day operations of the Project, provided that Master Licensor shall have no right to, and shall not, direct Management Company to take, or fail to take, any action that may cause a breach of the Management Agreement or this Management Company Acknowledgement.

5. Existence and Power . Each of Management Company and Licensee represents and warrants with respect to itself that (i) it is a legal entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation, (ii) it has the ability to perform its obligations under this Management Company Acknowledgment and under the Management Agreement, and (iii) it has all necessary power and authority to execute and deliver this Management Company Acknowledgment.

6. Authorization; Contravention .

(a) Management Company and [Licensee][Association] each represents and warrants with respect to itself that the execution and delivery of this Management Company Acknowledgment and the performance by Management Company and [Licensee][Association] of its respective obligations hereunder and under the Management Agreement: (i) have been duly authorized by all necessary action; (ii) do not require the consent of any third parties (including lenders) except for such consents as have been properly obtained; and (iii) do not and will not contravene, violate, result in a breach of, or constitute a default under (x) its certificate of formation, operating agreement, articles of incorporation, by-laws, or other governing documents, (y) any regulation of any governmental body or any decision, ruling, order, or award by which each may be bound or affected, or (z) any agreement, indenture or other instrument to which each is a party; and

(b) Management Company represents and warrants to Master Licensor that: (i) neither Management Company (including any and all of its directors and officers), nor any of its Affiliates or the funding sources for any of the foregoing is a Specially Designated National or Blocked Person (as defined in the License Agreement); (ii) neither Management Company nor any of its Affiliates is directly or

indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government; and (iii) neither Management Company nor any of its Affiliates is acting on behalf of a government of any country that is subject to such an embargo. Management Company further represents and warrants that it is in compliance with any applicable anti-money laundering law and terrorist financing law. Management Company agrees that it will notify Master Licensor and [Licensee][Association] in writing immediately upon the occurrence of any event which would render the foregoing representations and warranties of this Section 6(b) incorrect.

7. Controlling Agreement . If there are conflicts between any provision(s) of the Sublicense Agreement and this Management Company Acknowledgment on the one hand and the Management Agreement on the other hand, the provision(s) of the Sublicense Agreement and this Management Company Acknowledgment will control.

8. No Release . This Management Company Acknowledgment will not release or discharge Licensee from any liability or obligation under the Sublicense Agreement, and Licensee will remain liable and responsible for the full performance and observance of all of the provisions, covenants, and conditions set forth in the Sublicense Agreement.

9. Limited Consent . Master Licensor’s consent to Management Company operating the Project is personal to Management Company, and this Management Company Acknowledgment is not assignable by Licensee or Management Company. If there is a Change in Control of Management Company or if Management Company becomes, is acquired by, comes under the Control of, or merges with or into a Lodging Competitor or Licensor SOI Competitor, or if there is a material adverse change to the financial status or operational capacity of Management Company, Licensee will promptly notify Master Licensor of any such change and Management Company will be subject to the consent process under the License Agreement as a new operator of the Project.

10. Governing Law; Venue; Dispute Resolution . The parties agree that this Management Company Acknowledgment shall be subject to the governing law and, for the purpose of resolving any dispute under Section 13 of this Management Company Acknowledgment, the venue provisions set forth in Article 21 of the License Agreement, which are incorporated in this Agreement by this reference.

11. Management Company’s Address . Management Company’s mailing address is set forth on the signature page hereto. Management Company agrees to provide notice to both Licensee and Master Licensor if there is any change in Management Company’s mailing address.

12. No Third Party Beneficiaries . Nothing in this Management Company Acknowledgment is intended, or will be deemed, to confer any rights or remedies under or by reason of this Management Company Acknowledgment upon any Person other than Master Licensor, Licensee and their respective Affiliates, successors and assigns.

13. Injunctive Relief . Master Licensor will be entitled to injunctive or other equitable relief from a court of competent jurisdiction, without the necessity of proving the inadequacy of money damages as a remedy or irreparable harm, without the necessity of posting a bond, and without waiving any other rights or remedies at law or in equity, for any actual or threatened material breach or violation of this Management Company Acknowledgment for which such relief is an available remedy, or actual or threatened misuse or misappropriation of the Licensor Intellectual Property or the Licensor Confidential Information. The rights conferred by this Section 13 expressly include, without limitation, Master Licensor’s entitlement to affirmative injunctive, declaratory, and other equitable or judicial relief (including specific performance) for Management Company’s failure to operate any portion of the Project in accordance with the

Management Agreement, including, without limitation, failure to operate any portion of the Project in accordance with the applicable Brand Standards.

14. Dispute Resolution . (a) Subject to Sections 14(f) and (h) below, the parties agree for themselves and their respective Affiliates, and each of their respective shareholders, trustees, beneficiaries, directors, officers, employees or agents, that all controversies, disputes, or claims between the parties arising from or relating to this Agreement (collectively, “ Disputes ”) shall be subject to, and resolved in accordance with, this Section 14.

(b) If any party gives notice to another party of the existence of a Dispute, then, commencing within five (5) days after the date of such notice, the parties shall, through their senior business representatives and (if they so desire) counsel, negotiate in good faith for a period of at least ten (10) Business Days in an effort to resolve the Dispute. If the parties are unable to resolve the Dispute within such ten (10) Business Day period, any party may then submit the Dispute to non-binding mediation under the then applicable rules and jurisdiction of the American Arbitration Association (“ AAA ”), in which event, the parties shall participate in at least ten (10) hours of mediation within the thirty (30) day period after such Dispute has been submitted for mediation unless the parties mutually agree in writing to a longer period. The fees and costs of such mediation shall be borne equally by the parties. If the Dispute remains unresolved at the conclusion of such mediation, any party may then submit the Dispute to arbitration in accordance with Section 14(c) below.

(c) Except as set forth below, all Disputes that have not been resolved through negotiation or mediation shall be submitted to final and binding arbitration administered by the AAA. If the AAA no longer exists or is unable to administer the arbitration of the Dispute in accordance with this Agreement, and the parties cannot agree on the identity of a substitute arbitration service provider within ten (10) days after notice by the complaining party, then such party shall petition a Delaware court of competent jurisdiction to identify a substitute arbitration service provider, who will administer the dispute resolution process in accordance with this Section 14. The arbitration shall be governed exclusively by the Federal Arbitration Act, or any successor law, without reference to any state arbitration statutes. In any such arbitration proceeding, each Party shall submit or file any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be barred. The arbitrator may not consider any settlement discussions or offers that might have been made by any of the parties.

(d) The arbitration proceedings will be conducted by one (1) arbitrator and, except as this Section otherwise provides, according to the AAA’s then current commercial arbitration rules. The arbitrator must be chosen from a proposed list of at least fifteen (15) arbitrators who have at least ten (10) years’ experience resolving complex business disputes, and who not been employed by or been involved in a contract with any of the parties in the preceding ten (10) years. All proceedings will be conducted at a suitable location chosen by the arbitrator that is within ten (10) miles of Orlando, Florida. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.) and not by any state arbitration law. In addition to the foregoing, the final arbitrator selected shall be a third-party individual: (a) having not less than ten (10) years’ experience in the hospitality industry or at least ten (10) years’ consulting experience with a solid reputation in the hospitality industry; (b) not having had any direct relationship with either party or its affiliates in the preceding twenty-four (24) month period, except to the extent disclosed and accepted by the other party; (c) having demonstrated knowledge of the market where the Project is located; and (d) having demonstrated knowledge of the operation and marketing of Shared Ownership Projects in the market where the Project is located. The arbitrator has the right to award any relief that he or she deems proper, including money damages (with interest on unpaid amounts from the date due), specific performance (if monetary damages are inadequate), injunctive relief, and attorneys’ fees and

costs, provided that the arbitrator may not award any punitive, exemplary, or treble or other forms of multiple damages against either party. The award of the arbitrator shall be conclusive and binding upon all parties hereto and judgment upon the award may be entered in any court of competent jurisdiction.

(e) The parties agree that arbitration will be conducted on an individual, not a class wide, basis; that only the parties (and/or their Affiliates and its and their respective officers, directors, agents, and/or employees, as applicable) may be the parties to any arbitration proceedings described in this Section; and that an arbitration proceeding between the parties (and/or their Affiliates and its and their respective owners, officers, directors, agents, and/or employees) may not be consolidated with any other arbitration proceeding between them. Notwithstanding the foregoing or anything to the contrary in this Section, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a Dispute that otherwise would be subject to arbitration under this Section, then all parties agree that this arbitration clause shall not apply to that Dispute and that such Dispute shall be resolved in a judicial proceeding in accordance with this Section 14.

(f) Despite the parties’ agreement to arbitrate, each shall have the right in a proper case to seek temporary restraining orders and temporary or preliminary or injunctive relief or other interim orders of specific performance from a court of competent jurisdiction; provided, however, that the parties must contemporaneously submit the Dispute for arbitration on the merits as provided in this Section 14. The Parties agree that the award of the arbitrator shall be binding upon the parties, and that judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(g) THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD ANY PUNITIVE, EXEMPLARY, TREBLE OR OTHER FORMS OF MULTIPLE DAMAGES OR TO VARY OR IGNORE THE TERMS OF THIS AGREEMENT, AND SHALL BE BOUND BY CONTROLLING LAW.

15. Costs of Enforcement . The prevailing party in any arbitration, litigation or other legal action or proceeding arising out of or related to this Management Company Acknowledgement shall be entitled to recover from the losing party all reasonable fees, costs and expenses incurred by the prevailing party in connection with such arbitration, litigation or other legal action or proceeding (including any appeals and actions to enforce any arbitration awards and court judgments), including reasonable fees, expenses and disbursements for attorneys, experts and other third parties engaged in connection therewith and its share of arbitrator fees and costs. If a party prevails on some, but not all, of its claims, such party shall be entitled to recover an equitable amount of such fees, expenses and disbursements, as determined by the applicable arbitrator or court. All amounts recovered by the prevailing party under this Section 15 shall be separate from, and in addition to, any other amount included in any arbitration award or judgment rendered in favor of such party.

16. Severability . If any term or provision of any Section of this Management Company Acknowledgement, or the application thereof to any persons or circumstances, shall to any extent or for any reason be invalid or unenforceable, the remainder of this Management Company Acknowledgement and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of any Section of this Management Company Acknowledgement shall be valid and enforced to the fullest extent permitted by law.

17. Counterparts . This Management Company Acknowledgement may be executed in a number of identical counterparts, each of which will be deemed an original for all purposes and all of which will constitute, collectively, one agreement. Delivery of an executed signature page to this Management

Company Acknowledgement by electronic transmission will be effective as delivery of a manually signed counterpart of this Management Company Acknowledgement.

18. WAIVER OF JURY TRIAL AND PUNITIVE AND EXEMPLARY DAMAGES . THE PARTIES AGREE THAT LICENSEE, MANAGEMENT COMPANY AND MASTER LICENSOR EACH HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY AND THE RIGHT TO CLAIM OR RECEIVE ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE AND EXEMPLARY DAMAGES IN ANY ARBITRATION, LITIGATION, ACTION, CLAIM, SUIT OR PROCEEDING, AT LAW OR IN EQUITY, ARISING OUT OF, PERTAINING TO OR IN ANY WAY ASSOCIATED WITH THE COVENANTS, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN, THE RELATIONSHIPS OF THE PARTIES HERETO, WHETHER AS “MANAGEMENT COMPANY,” “LICENSEE” OR “MASTER LICENSOR” OR OTHERWISE, THIS AGREEMENT, OR ANY ACTIONS OR OMISSIONS IN CONNECTION WITH ANY OF THE FOREGOING.

19. Entire Agreement . This Management Company Acknowledgment, together with the Sublicense Agreement and the Management Agreement, including all exhibits, attachments and addenda, and any execution copies executed simultaneously or in connection with this Management Company Acknowledgment, contain the entire agreement between the parties as it relates to the Project and the Approved Location as of the date of this Management Company Acknowledgment. This is a fully integrated agreement. No agreement of any kind relating to the matters covered by this Management Company Acknowledgment will be binding upon any party hereto unless and until the same has been made in a written, non-electronic instrument that has been duly executed by the non-electronic signature of the parties. This Management Company Acknowledgment may not be amended or modified by conduct manifesting assent, or by electronic signature, and each party is hereby put on notice that any individual purporting to amend or modify this Management Company Acknowledgment by conduct manifesting assent or by electronic signature is not authorized to do so.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Management Company Acknowledgment, under seal, as of the date first above written.

	MASTER LICENSOR :

	HYATT FRANCHISING, L.L.C.


	By:

	Name:

	Title:


	LICENSEE :

	[ ]


	By:

	Name:

	Title:


	MANAGEMENT COMPANY :

	[ ]


	By:

	Name:

	Title:

	Address:


		Attention:

EXHIBIT G

PURCHASER DISCLOSURE STATEMENT

[ ] independently owns and manages the Hyatt Residence Club program. The programs and products provided under the Hyatt Residence Club brand are owned, developed and sold by [ ], its permitted affiliates and certain permitted sublicensees, not by Hyatt Corporation or any of its affiliates. [ ] is an independent entity and is not an affiliate of Hyatt Corporation. [ ] and its affiliates use the Hyatt marks under license from Hyatt Corporation and its affiliate, and the right to use such marks shall cease if such license expires or is revoked or terminated. Hyatt Corporation and its affiliates make no representations, warranties, or guaranties, express or implied, with respect to the information contained in any offering documents or with respect to the Hyatt Residence Club program.

EXHIBIT H

WEBSITE HOSTING CHANGE REQUEST PROCEDURE

1. Either Licensee or Licensor can initiate a “ Change Request ” specifying in reasonable detail to the extent known (i) the proposed change; (ii) the objective or purpose of such change; (iii) the requested prioritization and schedule for such change; and (iv) the expected business impact of such change.

2. As soon as practicable and in no event later than thirty (30) days following receipt of a Change Request (or on an expedited basis for modification to comply with legal requirements, security issues or possible infringement allegations), Licensor will prepare and deliver to Licensee a written statement (the “ Change Response ”) describing, as appropriate or applicable (i) an estimation of the costs associated with such change; (ii) a description of how the proposed change would be implemented; (iii) an estimation of all resources required to implement such change; (iv) a written explanation to Licensee as to how such modifications would need to be altered in order to obtain Licensor’s consent to implement them; and (v) such other information as may be relevant to the proposed change. Licensor agrees that it will not unreasonably withhold its consent to such proposed modifications to Licensee’s Websites as long as they are in compliance with the provisions of Section 12.4 and this Agreement; provided, however, Licensor may reject the Change Request to the extent it reasonably determines that the Change Request is (A) not commercially feasible or (B) negatively impacts Licensor’s websites in any material respect, so long as Licensor describes the basis for such determination in its Change Response.

3. Licensor and Licensee will cooperate with each other in good faith in discussing the scope and nature of the Change Request and the Change Response.

4. Within thirty (30) days following receipt of the Change Response, Licensee will notify Licensor of its decision whether to proceed with the implementation of the proposed change in accordance with the Change Response. Licensor’s hourly cost for website changes will be charged on a Non-discriminatory Basis, and such costs shall be noted in the Change Response.

EXHIBIT I

URBAN LOCATION CARVE-OUTS

Las Vegas, Nevada

Miami Beach, Florida

EXHIBIT 10.34

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into by and between David C. Gilbert (“ Executive ”) and Interval Leisure Group, Inc., a Delaware corporation (“ ILG ” or the “ Company ”), as of this 16 day of June 2014, effective as of September 1, 2014 (the “ Effective Date ”).

WHEREAS , the Company expects that an Affiliate of the Company will close on its acquisition of Hyatt Residential Group, Inc. and certain of its affiliates and subsidiaries on or before October 1, 2014 (the “ HRG Closing ”), resulting in the re-structuring of the Company’s operating segments;

WHEREAS , in light of the foregoing anticipated re-structuring, the Company desires to retain the services of the Executive to provide leadership to Interval International, Inc. (“ Interval ”) and the other businesses comprising the Exchange Business (as defined herein), in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.

NOW, THEREFORE , in consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:

1A. EMPLOYMENT . During the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as President of Interval, a wholly-owned subsidiary of the Company. In addition, Executive shall be the functional head of the Exchange Business, which as of the Effective Date shall be comprised of the business of Interval and the exchange businesses of its subsidiaries, Trading Places International, LLC (“ TPI ”) and Vacation Resorts International, Inc. (“ VRI ”), and shall also provide leadership to such other Affiliates of the Company as may be reasonably directed by Executive’s Reporting Officer, as such term is defined herein. During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein. During Executive’s employment with the Company, Executive shall report directly to the Chairman, President and Chief Executive Officer of the Company or such other person who is employed by the Company, after the Effective Date, to succeed the current Chairman, President and Chief Executive Officer of the Company or otherwise assume responsibilities for oversight of the Exchange Business (the “ Reporting Officer ”). Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive’s position. Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time to time. Executive may (i) serve as a director or member of a committee or organization involving no actual or potential conflict of interest with the Company and its Affiliates; (ii) deliver lectures and fulfill speaking engagements; (iii) engage in charitable and community activities; and (iv) invest his personal assets in such form or manner that will not violate this Agreement or require services on the part of Executive in the operation or affairs of

the companies in which those investments are made; provided the activities described in clauses (i), (ii), (iii) or (iv) do not materially affect or interfere with the performance of Executive’s duties and obligations to the Company or conflict with such policies as may be adopted from time to time by the Board of Directors of the Company (the “ Board ”). Executive’s principal place of employment shall be the Company’s offices located in Miami, Florida.

2A. TERM .

(a) The term of this Agreement shall begin on the Effective Date and shall end on December 31, 2017 (such period, the “ Initial Term ”); provided , that on January 1, 2018 and on each January 1 st thereafter, the Initial Term shall automatically be extended for additional one-year periods (the Initial Term as so extended, the “ Term ”) unless either party provides the other party with a notice of termination at least ninety (90) days before any such renewal (the date on which the Term terminates shall be referred to herein as the “ Scheduled Termination Date ”).

(b) Notwithstanding the foregoing, the Executive’s employment hereunder may be terminated: (i) in the event that the HRG Closing fails to occur on or before December 31, 2014, in which instance, Executive acknowledges and agrees that the Initial Equity Grant awarded to Executive pursuant to Section 3A.(c) below shall terminate automatically and be deemed null and void and neither the Company nor any of its Affiliates shall have any obligation to Executive under this Agreement, other than to pay him for services performed and for Accrued Obligations (as defined below); or (ii) otherwise during the Term prior to the Scheduled Termination Date in accordance with Section 1 of the Standard Terms and Conditions attached hereto and incorporated herein.

(c) Executive acknowledges and agrees that, notwithstanding the termination of the Term, certain terms and conditions herein may specify a greater period of effectiveness.

3A. COMPENSATION .

(a) BASE SALARY . During the period that Executive is employed with the Company hereunder, the Company shall pay Executive an annual base salary of $410,000 (the “ Base Salary ”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time). During the Term, the Base Salary will be reviewed annually and is subject to adjustment at the discretion of the Board, but in no event shall the Company pay Executive a Base Salary less than that set forth above during the period that Executive is employed with the Company. For all purposes under this Agreement, the term “Base Salary” shall refer to the Base Salary as in effect from time to time.

(b) ANNUAL BONUS AND FINANCIAL PERFORMANCE BONUS .

(i) (A) During the period that Executive is employed with the Company hereunder, Executive shall be eligible to receive discretionary annual bonuses, with a target of 80% of Base Salary, based upon the achievement of individual performance goals established by Executive’s Reporting Officer and the Exchange Business’s achievement of certain performance targets established by the Compensation and Human Resources Committee of ILG’s Board of

Directors (the “ Committee ”) annually; provided, however, Executive acknowledges and agrees that, for calendar year 2014, such bonus shall be determined solely based on the financial performance of Interval. Additional details regarding Executive’s annual bonus are set forth on Exhibit A.

(B) Such annual bonus shall be paid during the following calendar year with respect to which such annual bonus relates at such time as other similarly situated senior executives are paid bonuses in accordance with the policies of the Company (unless Executive has elected to defer receipt of such bonus pursuant to an arrangement that meets the requirements of Section 409A (as defined below) provided, that with respect to calendar year 2014, Executive will be eligible to receive an annual bonus on a pro-rated basis equal to the product of (x) the annual bonus which otherwise would have been earned by Executive absent pro-ration, times (y) a fraction, the numerator of which is the number of days from the Effective Date to December 31, 2014, and the denominator of which is 365.

(ii) During the period that Executive is employed with the Company hereunder, Executive shall also be eligible to earn special performance-based bonuses, in an amount up to 20% of Base Salary (the “ Financial Performance Bonus ”), where the actual aggregate Adjusted EBITDA achieved by the Exchange Business exceeds the aggregate Adjusted EBITDA approved for the Exchange Business by the Board; provided, however, Executive acknowledges and agrees that, for calendar year 2014, such bonus shall be determined solely based on the financial performance of Interval. the actual amount of each Financial Performance Bonus, if any, shall be established annually in accordance with Exhibit A and be paid in accordance with the Company’s then-current policies and procedures.

(i) (A) As promptly as practicable, but no later than thirty (30) days following the Effective Date, Executive shall be granted, under and subject to the provisions of the 2013 ILG Stock and Annual Incentive Plan (the “ 2013 Plan ”), an award of a number of ILG restricted stock units (“ Company RSUs ”) (each such unit corresponding to one share of common stock of the Company (“ Company Common Stock ”)) determined by dividing US$1,200,000 by the closing price of a share of Company Common Stock on the Effective Date, rounded to the nearest whole number of Company RSUs (the “ Initial Equity Award ”).

(B) The Initial Equity Award shall be comprised of two components: (A) service-based Company RSUs valued at US$840,000; and (B) performance-based Company RSUs valued at US$360,000, and contingent upon satisfaction of prescribed performance conditions attached as Exhibit B, which performance conditions have been agreed upon by the Executive and the Company and approved by the Committee. The Initial Equity Award shall vest and no longer be subject to any restriction on the three-year anniversary of the Effective Date, subject to Executive’s continued employment with the Company through such date and the satisfaction of the prescribed performance conditions.

(C) Other terms for the Initial Equity Award will be set forth in the Award Notices and related Terms and Conditions set forth as Exhibit C.

(iv) (A) Commencing in calendar year 2015 and continuing during the period for which Executive is employed by the Company, Executive shall be entitled to participate in ILG’s long-term incentive program at an award level commensurate with that of other similarly situated senior executives for so long as ILG continues to make available such awards to executive personnel; provided, (1) Executive acknowledges and agrees, as it relates to the grant made in calendar year 2015 based on calendar year 2014 performance, such grant shall be pro-rated based on Executive’s actual period of service in 2014; and (2) the Company acknowledges and agrees that Executive shall be granted an award commensurate with that of other similarly situated senior executives in calendar year 2018 based on his calendar year 2017 performance and his agreement to reasonably consult on matters relating to the transition of his responsibilities through the first quarter of 2018, regardless of whether the parties elect not to renew this Agreement at the end of its Initial Term.

(B) Executive acknowledges that each such award of Company RSUs under this provision is subject to the approval of the Committee as well as the terms and conditions of the 2013 Plan and the Award Notice accompanying such award; provided, however, the Company agrees to modify the terms and conditions of each of Executive’s Award Notices such that if Executive elects to retire from the Company at the expiration of the Initial Term, i.e., on or after December 31, 2017, Executive shall be entitled to request, and the Committee shall reasonably approve, the continued vesting of all Company RSUs remaining unvested as of Executive’s Retirement (as such term is defined in the 2013 Plan), including any award made to him during the 12 month period immediately prior to his Retirement, in accordance with its original vesting schedule, notwithstanding such Retirement so long as Executive continues to comply with his obligations under Section 3 of the Standard Terms and Conditions attached hereto and incorporated herein. Executive acknowledges and agrees that he shall not have the right to request the approval of continued vesting of any grant of Company RSUs, including without limitation, the Initial Equity Award based on Retirement, as such term is defined in the 2013 ILG Stock and Annual Incentive Plan, if he elects to terminate his employment with the Company prior to December 31, 2017.

(d) BENEFITS . From the Effective Date through the date of termination of Executive’s employment with the Company for any reason, Executive shall be entitled to participate in any welfare, health and life insurance and pension benefit and incentive benefit programs as may be adopted from time to time by the Company on the same basis as that provided to similarly situated senior executives of the Company. The Company agrees that in determining Executive’s eligibility to participate in Company benefits and programs, Executive will receive credit for his prior years of service with the Company and its Affiliates. Without limiting the generality of the foregoing, Executive shall be entitled to the following benefits:

(i) Reimbursement for Business Expenses . During the period that Executive is employed with the Company hereunder, the Company shall reimburse Executive for all reasonable, necessary and documented expenses incurred by Executive in performing Executive’s duties for the Company, on the same basis as similarly situated senior executives and in accordance with the Company’s policies as in effect from time to time.

(ii) Vacation . During the period that Executive is employed with the Company

hereunder, Executive shall be entitled to paid vacation each year, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated senior executives of the Company generally.

(iii) Parking . Executive shall be will be assigned the reserved parking space which he used during his prior employment with the Company and its Affiliates at the prescribed monthly parking fee, which is currently established at $30.

4A. NOTICES . All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested, or by hand delivery, or by overnight delivery by a nationally recognized carrier, in each case to the applicable address set forth below, and any such notice is deemed effectively given when received by the recipient (or if receipt is refused by the recipient, when so refused):

If to the Company:		Interval Leisure Group, Inc.
		6262 Sunset Dr.
		Miami, Florida 33143
		Attention: General Counsel

If to Executive:		David C. Gilbert
		At the last address indicated in the Company’s records.

Either party may change such party’s address for notices by notice duly given pursuant hereto.

5A. GOVERNING LAW; JURISDICTION . This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of Florida without reference to its principles of conflicts of laws. Any dispute between the parties hereto arising out of or related to this Agreement will be heard and determined before an appropriate federal court located in the State of Florida in Miami-Dade County, or, if not maintainable therein, then in an appropriate Florida state court located in Miami-Dade County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

6A. COUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

7A. STANDARD TERMS AND CONDITIONS . Executive expressly understands and acknowledges that the Standard Terms and Conditions and Exhibits A, B and C attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement, the Standard Terms and Conditions attached hereto and Exhibits A, B and C, taken as a whole.

8A. SECTION 409A OF THE INTERNAL REVENUE CODE .

(a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“ Section 409A ”). It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

(b) To the extent that any reimbursement pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment contemplated by this paragraph, and any reimbursement payment due to Executive pursuant to such provision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Such reimbursement obligations pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable year.

9A. Notwithstanding anything to the contrary herein, this Agreement shall become effective upon, and subject to the occurrence of, the Effective Date.

[The Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Executive has executed and delivered this Agreement on this 16 th day of June, 2014.

	INTERVAL LEISURE GROUP, INC.


		/s/ Craig M. Nash
	By:	Craig M. Nash
	Title:	Chairman, President and Chief Executive Officer
		Chairman, President and Chief Executive Officer


		/s/ David C. Gilbert
	DAVID C. GILBERT

STANDARD TERMS AND CONDITIONS

1. TERMINATION OF EXECUTIVE’S EMPLOYMENT.

(a) DEATH . In the event Executive’s employment hereunder is terminated by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s Base Salary through the end of the month in which death occurs and (ii) any other Accrued Obligations (as defined in Section 1(f) below).

(b) DISABILITY . If, as a result of Executive’s incapacity due to physical or mental illness (“ Disability ”), Executive shall have been absent from the full-time performance of Executive’s duties with the Company for a period of four (4) consecutive months and, within thirty (30) days after written notice is provided to Executive by the Company (in accordance with Section 4A hereof), Executive shall not have returned to the full-time performance of Executive’s duties, Executive’s employment under this Agreement may be terminated by the Company for Disability. During any period prior to such termination during which Executive is absent from the full-time performance of Executive’s duties with the Company due to Disability, the Company shall continue to pay Executive’s Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company. Upon termination of Executive’s employment due to Disability, the Company shall pay Executive within thirty (30) days of such termination (i) Executive’s Base Salary through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company; and (ii) any other Accrued Obligations (as defined in Section 1(f) below).

(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON . Upon the termination of Executive’s employment by the Company for Cause (as defined below), or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in Section 1(f) below). As used herein, “ Cause ” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided , however , that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided , further , that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of a fiduciary duty owed to the Company; provided that the Reporting Officer determines, in the Reporting Officer’s good faith discretion, that such material breach undermines the Reporting Officer’s confidence in Executive’s fitness to continue in his position, as evidenced in writing from the Reporting Officer; (iii) a material breach by Executive of any of the covenants made by Executive in Section 3 hereof; provided , however , that in the event such material breach is curable, Executive shall undertake such cure as soon as reasonably possible, but, in any instance, within thirty (30) days of Executive having received a written demand for cure by the Reporting Officer, which demand specifically identifies the

manner in which the Company determines that Executive has materially breached any of the covenants made by Executive in Section 3 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure; or (v) a knowing and material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.

(d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON . If Executive’s employment hereunder is terminated prior to the expiration of the Term by the Company for any reason other than Executive’s death or Disability or for Cause, or if Executive terminates his employment hereunder prior to the expiration of the Term for Good Reason (any such termination, a “ Qualifying Termination ”), then

(i) the Company shall continue to pay to Executive the Base Salary through the end of the Term over the course of the then remaining Term, i.e., through December 31, 2017, where such termination occurs on or before August 31, 2016. Where such termination occurs on or after September 1, 2016, it is agreed that ILG shall pay the Executive an amount equal to his Base Salary for a 12 month period plus the discretionary bonus amount which Executive was paid in the preceding calendar year pursuant to Section 3A.(b)(i) above, pro-rated based on the number of full months which Executive worked during the calendar year in which such separation occurs (in either instance, the “ Cash Severance Payment ”), which Cash Severance Payment shall be payable in equal, biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time), beginning in the third month following the month in which Executive’s Separation from Service (as such term is defined below) took place;

(ii) the Company shall pay Executive within thirty (30) days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in Section 1(f) below); and

(iii) any portion of the Initial Equity Award and any subsequent award of Company RSUs granted to Executive under ILG’s long-term incentive plan that is outstanding and unvested at the time of such termination but that would, but for a termination of employment, have vested during the 12-month period following termination shall vest as of the date of such termination of employment; provided for the purposes of this provision, the Initial Equity Award and any cliff performance-based component of any subsequent award of Company RSUs shall be treated as though it vested annually pro rata over their vesting period ( e.g. , if the date of termination occurred between the one and two-year anniversaries of the Effective Date, 66% of the Company RSUs subject to the Initial Equity Award would vest on the date of termination and if the date of termination occurred following the two-year anniversary of the Effective Date, all of the Company RSUs subject to the Initial Equity Award would vest on the date of termination); provided , further , however , that any Company RSUs that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest only if, and at such point as, such performance conditions are satisfied.

Notwithstanding the preceding provisions of this Section 1(d), in the event that Executive is a “specified employee” (within the meaning of Section 409A) on the date of termination of Executive’s employment with the Company and the Cash Severance Payments to be paid within the first six months following such date (the “ Initial Payment Period ”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “ Limit ”), then (i) any portion of the Cash Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(d)(i), (ii) any portion of the Cash Severance Payment that exceeds the Limit (and would have been payable during the Initial Payment Period but for the Limit) shall be paid, with Interest, on the first business day of the first calendar month that begins after the six-month anniversary of Executive’s “separation from service” (within the meaning of Section 409A) and (iii) any portion of the Cash Severance Payment that is payable after the Initial Payment Period shall be paid at the times set forth in Section 1(d)(i). For purposes of this paragraph, Interest shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, from the date on which payment would otherwise have been made but for any required delay through the date of payment.

The payment to Executive of the severance benefits described in this Section 1(d) (including any accelerated vesting) shall be subject to Executive’s execution and non-revocation of a general release of the Company and its Affiliates, in a form substantially similar to that used for similarly situated senior executives of the Company and its Affiliates within 60 days of the date of termination of Executive’s employment, and Executive’s compliance with the restrictive covenants set forth in Section 3 hereof (other than any non-compliance that is immaterial, does not result in harm to the Company or its Affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by the Company). Executive acknowledges and agrees that the severance benefits described in this Section 1(d) constitute good and valuable consideration for such release.

For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following without Executive’s prior written consent: (A) a material change in the geographic location at which Executive must perform his services; (B) the Company materially diminishes Executive’s duties and responsibilities or reporting relationships as set forth in Section 1A; or (C) the Company breaches any material term or condition of this Agreement; provided that in no event shall Executive’s resignation be for “Good Reason” unless (x) an event or circumstance set forth in clauses (A), (B) or (C) shall have occurred and Executive provides the Company with written notice thereof within thirty (30) days after Executive has knowledge of the occurrence or existence of such event or circumstance, which notice specifically identifies the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within thirty (30) days after the receipt of such notice, and (z) Executive resigns within ninety (90) days after the date of delivery of the notice referred to in clause (x) above.

(e) NO MITIGATION; OFFSET . In the event of termination of Executive’s employment pursuant to Section 1(d), Executive shall not be obligated to seek other employment or take any actions to mitigate the payments or continuation of benefits required under Section 1(d) hereof. If Executive obtains other employment (whether or not comparable and whether or not in the same geographic location) during the period of time in which the Company is required

to make Cash Severance Payment to Executive pursuant to Section 1(d) above, the amount of any such remaining payments or benefits to be provided to Executive shall be reduced by the amount of compensation and benefits earned by Executive from such other employment through the end of such period. For purposes of this Section 1(e), Executive shall have an obligation to inform the Company regarding Executive’s employment status following termination and during the period of time in which the Company is making Cash Severance Payment to Executive as provided under Section 1(d) above.

(f) ACCRUED OBLIGATIONS . As used in this Agreement, “ Accrued Obligations ” shall mean the sum of (i) any portion of Executive’s accrued but unpaid Base Salary through the date of death or termination of employment for any reason, as the case may be; (ii) any compensation previously earned but deferred by Executive (together with any interest or earnings thereon) that has not yet been paid, is not considered “deferred compensation” subject to Section 409A and has not otherwise been deferred to a later date pursuant to any deferred compensation arrangement of the Company to which Executive is a party, if any (in which case, any such deferred compensation shall be paid in accordance with the terms of such deferred compensation arrangement and shall not be deemed “Accrued Obligations” pursuant to this Agreement); (iii) any portion of Executive’s accrued but unpaid vacation pay through the date of death or termination of employment; (iv) any reimbursements that Executive is entitled to receive under Section 3A(d)(i) of the Agreement; and (v) any vested benefits or amounts that Executive is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company in accordance with the terms thereof (other than any such plan, policy, practice or program of the Company that provides benefits in the nature of severance or continuation pay).

2. TREATMENT OF EXECUTIVE’S INITIAL EQUITY AND SUBSEQUENT AWARDS IN THE EVENT OF A CHANGE OF CONTROL OF THE COMPANY . In the event that, during the Term, there is consummated a Change of Control (as defined in the 2013 Plan) with regard to ILG, any portion of the Initial Equity Award and any subsequent award of Company RSUs granted to Executive under ILG’s long-term incentive plan that is outstanding and unvested at the time of such Change of Control which would have vested during the twenty-four (24) month period following such Change of Control shall vest as of the date of such Change of Control and the Initial Equity Award and any subsequent award of Company RSUs shall otherwise continue to vest in accordance with their terms; provided that, for purposes of this provision, the Initial Equity Award and any cliff performance-based component of any subsequent award of Company RSUs shall be treated as though it vested annually pro rata over its vesting period ( e.g. , if the Change of Control occurred on the one-year anniversary of the Effective Date, all of the Company RSUs subject to the Initial Equity Award would vest on the date of consummation of the Change of Control). In the event any portion of the Initial Equity Award and any subsequent award of Company RSUs remains unvested following such Change of Control after application of the foregoing sentence, the agreements effectuating the Change of Control shall provide for the assumption or substitution of the unvested Initial Equity Award and any subsequent award of Company RSUs by the successor entity (unless the successor entity is ILG, in which case the unvested Initial Equity Award and subsequent award of Company RSUs shall remain outstanding in accordance with their terms). In no event shall any unvested portion

of the Initial Equity Award and any subsequent award of Company RSUs be cancelled or forfeited without value in connection with a Change of Control.

3. CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS .

(a) CONFIDENTIALITY . Executive acknowledges that, while employed by the Company, Executive will occupy a position of trust and confidence. The Company and its Affiliates shall provide Executive with “Confidential Information” as referred to below. Executive shall not, except as may be required to perform Executive’s duties hereunder or as required by applicable law, without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, whether directly or indirectly, any Confidential Information regarding the Company and/or any of its Affiliates.

“ Confidential Information ” shall mean information about the Company or any of its Affiliates, and their respective businesses, employees, consultants, contractors, clients and customers that is not disclosed by the Company or any of its Affiliates for financial reporting purposes or otherwise generally made available to, or in the possession of, the public (other than by Executive’s breach of the terms hereof) and that was learned or developed by Executive in the course of employment by the Company or any of its Affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Notwithstanding the foregoing provisions, if Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, Executive shall promptly notify the Company in writing of any such requirement so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, Executive shall be permitted to disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and its Affiliates, and that such information gives the Company and its Affiliates a competitive advantage. Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon termination or expiration of Executive’s employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company and its Affiliates or prepared by Executive in the course of Executive’s employment by the Company and its Affiliates. As used in this Agreement, “Affiliates” shall mean any company controlled by, controlling or under common control with the Company, including, without limitation, Interval, TPI and VRI.

employment hereunder and for a period of twenty-four (24) months thereafter (the “ Restricted Period ”), Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity.

For purposes of this Section 3(b), (i) a “ Competitive Activity ” means, any business or other endeavor involving Similar Products if such business or endeavor is in a country (including the United States) in which the Company (or any of its Affiliates) (x) at the time of Executive’s termination provides or planned to provide such Similar Products or (y) during Executive’s employment provided, such Similar Products; (ii) “ Similar Products ” means any products or services that are the same or substantially similar to any of the types of products or services that the Company and/or any other business for which Executive may, during the Term, have direct or indirect responsibility hereunder provides or planned to provide during Executive’s employment hereunder; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity.

Notwithstanding the foregoing, Executive may make and retain investments during the Restricted Period, for investment purposes only, in less than one percent (1%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. Executive acknowledges that Executive’s covenants under this Section 3(b) are a material inducement to the Company’s entering into this Agreement.

(c) NON-SOLICITATION OF EMPLOYEES . Executive recognizes that he will possess Confidential Information about other employees, consultants and contractors of the Company and its Affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its Affiliates. Executive recognizes that the information he will possess about these other employees, consultants and contractors is not generally known, is of substantial value to the Company and its Affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Executive because of Executive’s business position with the Company. Executive agrees that, during the Restricted Period, Executive will not, directly or indirectly, solicit or recruit any employee of (i) the Company and/or (ii) its Affiliates with whom Executive has had direct contact during his employment hereunder, in all cases, for the purpose of being employed by Executive or by any business, individual, partnership, firm, corporation or other entity on whose behalf Executive is acting as an agent, representative or employee and that Executive will not convey any such Confidential Information or trade secrets about employees of the Company or any of its Affiliates to any other person except within the scope of Executive’s duties hereunder. Notwithstanding the foregoing, Executive is not precluded from soliciting any individual who (i) responds to any public advertisement or general solicitation or (ii) has been terminated by the Company prior to the solicitation.

(d) NON-SOLICITATION OF CUSTOMERS . During the Restricted Period, Executive shall not solicit any customers of (i) the Company and/or (ii) any of its Affiliates with whom Executive has direct contact during his employment hereunder or encourage (regardless of who initiates the contact) any such customers to use the facilities or services of any competitor of (i) the Company and/or (ii) any of its Affiliates with whom Executive has direct contact during his employment hereunder.

(e) NON-SOLICITATION OF BUSINESS PARTNERS . During the Restricted Period, Executive shall not, without the prior written consent of the Company, persuade or encourage any business partners or business affiliates of (i) the Company and/or (ii) any of its Affiliates with whom Executive has direct contact during his employment hereunder, in each case, to cease doing business with the Company and/or any of its Affiliates or to engage in any business competitive with the Company and/or its Affiliates.

(f) PROPRIETARY RIGHTS; ASSIGNMENT . All Employee Developments (defined below) shall be considered works made for hire by Executive for the Company or, as applicable, its Affiliates, and Executive agrees that all rights of any kind in any Employee Developments belong exclusively to the Company. In order to permit the Company to exploit such Employee Developments, Executive shall promptly and fully report all such Employee Developments to the Company. Except in furtherance of his obligations as an employee of the Company, Executive shall not use or reproduce any portion of any record associated with any Employee Development without prior written consent of the Company or, as applicable, its Affiliates. Executive agrees that in the event actions of Executive are required to ensure that such rights belong to the Company under applicable laws, Executive will cooperate and take whatever such actions are reasonably requested by the Company, whether during or after the Term, and without the need for separate or additional compensation. “ Employee Developments ” means any idea, know-how, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work of authorship, in each case, (i) that (A) concerns or relates to the actual or anticipated business, research or development activities, or operations of the Company or any of its Affiliates, or (B) results from or is suggested by any undertaking assigned to Executive or work performed by Executive for or on behalf of the Company or any of its Affiliates, whether created alone or with others, during or after working hours, or (C) uses, incorporates or is based on Company equipment, supplies, facilities, trade secrets or inventions of any form or type, and (ii) that is developed, conceived or reduced to practice during the period that Executive is employed with the Company. All Confidential Information and all Employee Developments are and shall remain the sole property of the Company or any of its Affiliates. Executive shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, Executive hereby assigns and covenants to assign to the Company all such proprietary rights without the need for a separate writing or additional compensation. Executive shall, both during and after the Term, upon the Company’s request, promptly execute, acknowledge, and deliver to the Company all such assignments, confirmations of assignment, certificates, and instruments, and shall promptly perform such other tasks reasonably related to an Employee Development or other Confidential Information, as the Company may from time to time in its discretion deem reasonably necessary

or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

(g) COMPLIANCE WITH POLICIES AND PROCEDURES . During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the Company’s policies and procedures applicable to all employees of the Company and its Affiliates as they may exist from time to time.

(h) SURVIVAL OF PROVISIONS . The obligations contained in this Section 3 shall, to the extent provided in this Section 3, survive the termination or expiration of Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction that any restriction in this Section 3 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by applicable law.

4. TERMINATION OF PRIOR AGREEMENTS . This Agreement constitutes the entire agreement between the parties and, as of the Effective Date, terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement; provided, however, Executive acknowledges and agrees, notwithstanding the foregoing, Executive’s obligations under that certain Non-Disclosure Agreement between the parties, dated February 21, 2014, shall continue in full force and effect as such relate to any Confidential Information received by Executive from the Company and its Affiliates prior to the Effective Date hereof. Executive further acknowledges and agrees that neither the Company nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, Executive has not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement.

5. ASSIGNMENT; SUCCESSORS . This Agreement is personal in its nature and none of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided that in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company (a “ Transaction ”) with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and in the event of any such assignment or Transaction, all references herein to the “Company” shall refer to the Company’s assignee or successor hereunder.

6. WITHHOLDING . The Company shall make such deductions and withhold such amounts from each payment and benefit made or provided to Executive hereunder, as may be required from time to time by applicable law, governmental regulation or order.

7. SECTION 409A .

(a) For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(b) It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent

8. HEADING REFERENCES . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. References to “this Agreement” or the use of the term “hereof” shall refer to these Standard Terms and Conditions, the Employment Agreement attached hereto and Exhibits A, B and C, taken as a whole.

9. REMEDIES FOR BREACH . Executive expressly agrees and understands that Executive will notify the Company in writing of any alleged breach of this Agreement by the Company, and the Company will have thirty (30) days from receipt of Executive’s notice to cure any such breach. Executive expressly agrees and understands that in the event of any termination of Executive’s employment by the Company during the Term, the Company’s contractual obligations to Executive shall be fulfilled through compliance with its obligations under Section 1 of the Standard Terms and Conditions and, in the event of a termination of Executive’s employment by the Company following a Change of Control, Section 2 of the Standard Terms and Conditions.

Executive expressly agrees and understands that the remedy at law for any breach by Executive of Section 3 of the Standard Terms and Conditions will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon Executive’s violation of any provision of such Section 3, the Company shall be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation. Nothing shall be deemed to limit the Company’s remedies at law or in equity for any breach by Executive of any of the provisions of this Agreement, including Section 3, which may be pursued by or available to the Company.

10. WAIVER; MODIFICATION . Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

11. SEVERABILITY . In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

12. INDEMNIFICATION . The Company shall indemnify and hold Executive harmless for acts and omissions in Executive’s capacity as an officer, director or employee of the Company and/or any of its Affiliates to the maximum extent permitted under applicable law, including the advancement of fees and expenses; provided , however , that neither the Company, nor any of its Affiliates shall indemnify Executive for any losses incurred by Executive as a result of acts described in Section 1(c) of this Agreement.

ACKNOWLEDGED AND AGREED:

Date: June 16, 2014

	INTERVAL LEISURE GROUP, INC.


		/s/ Craig M. Nash
	By:	Craig M. Nash
	Title:	Chairman, President and Chief Executive Officer
		Chairman, President and Chief Executive Officer


		/s/ David C. Gilbert
	DAVID C. GILBERT

Exhibit A

Annual Discretionary Bonus Schedule (2014)

· Participation in annual incentive plan with a target opportunity of 80% of salary (or $320,000).

· Bonus for calendar year 2014 will be pro-rated and will be based on the following schedule:

Metric	Weighting
Adjusted EBITDA(1)	60	%
Revenue	20	%
Individual performance	20	%

· In subsequent years, target opportunities and performance goals will be established annually by the Committee and paid-out based on Committee certification that pre-determined goals have been achieved.

Payout Schedule for Financial Performance Bonus

· Participation in special performance bonus plan with a target opportunity of up to 20% of salary (or $80,000).

· Bonus payout will be based on following schedule:

Actual Adjusted EBITDA Performance Against Approved Budget	% of Salary Paid as Special Bonus
Performance Equals Budget	0	%
Performance Exceeds Budget by 1.0%	10	%
Performance Exceeds Budget by 1.5%	15	%
Performance Exceeds Budget by 2.5%	20	%

· Bonus for calendar year 2014 will be pro-rated.

(1) For all calendar years of the Term, other than calendar year 2014, references to Adjusted EBITDA and Revenue in this Exhibit A shall mean the actual consolidated financial performance of the Exchange Business. Executive acknowledges and agrees that, for calendar year 2014, references to Adjusted EBITDA and Revenue shall mean the actual consolidated financial performance of Interval.

Exhibit B

Performance-Based RSU Performance Conditions

The Performance RSUs will vest on the third anniversary of grant.

The number of shares to vest shall be based on the aggregate actual Adjusted EBITDA achieved by the Exchange Business for 2015 -2016 pursuant to the following performance schedule:

ACTUAL ADJUSTED EBITDA PERFORMANCE (Millions)	PAYOUT AS A % OF MAXIMUM NUMBER OF SHARES AVAILABLE TO BE EARNED ASSUMING TARGETED PERFORMANCE OVER 2 —YEAR PERFORMANCE MEASUREMENT PERIOD

Less than T — 20%	0	%
T — 20%	50	%
Aggregate Total of the Two Annual Adjusted EBITDA Targets (T)(2)	100	%
T + 10%	150	%
T + 20% and Above	200	%

Payouts for EBITDA amounts between the reference points will be interpolated.

For purposes of this table, Adjusted EBITDA is defined as operating income attributable to common stockholders, excluding, if applicable: (1) non-cash compensation expense, (2) depreciation expense, (3) amortization expense, (4) acquisition related and restructuring costs, and (5) goodwill and asset impairments. Subsequently acquired businesses may be included within the Exchange Business upon the approval of the Board with potential adjustment of the performance targets.

(2) T equals the sum of the individual Adjusted EBITDA targets for calendar years 2015 and 2016 for the Exchange Business, as established by the Committee, within the initial 90-days of each calendar year, based on the Exchange Business’s budgeted Adjusted EBITDA for each such year.

Exhibit C

Initial Equity Award

Composite Exhibit of Award Notices and

Terms and Conditions

Terms and Conditions for

Service-Based Restricted Stock Unit Awards

These Terms and Conditions apply to the grant awarded to you by Interval Leisure Group, Inc. (“ILG” or the “Company”) pursuant to Section 12 of the Interval Leisure Group 2013 Stock and Incentive Compensation Plan (the “Plan”) of Restricted Stock Units (the “Award”). You were notified of your Award by way of an award notice (the “Award Notice”).

ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.

Continuous Service

Subject to the exceptions delineated below, in order for your Award to vest, you must be continuously employed by ILG or any of its Affiliates during the Restriction Period (as defined below). Nothing in your Award Notice, these Terms and Conditions, or the Plan shall confer upon you any right to continue in the employ or service of ILG or any of its Affiliates or interfere in any way with their rights to terminate your employment or service at any time.

Vesting

Subject to the Award Notice, these Terms and Conditions and the provisions of the Plan, the Restricted Stock Units (“RSUs”) in respect to your Award, shall vest and no longer be subject to any restriction (such period during which restrictions apply is the “Restriction Period”), subject to the achievement of the performance hurdles set forth in Schedule A (the “Performance Hurdles”):

Vesting Date	Percentage of Total Award Vesting

On the third year anniversary of your date of employment (“Award Date”)	100	%

Termination of Employment

Subject to the provisions of your employment agreement, if any, and these terms and conditions, upon your Termination of Employment during the Restriction Period for Cause or without Good Reason, the RSUs shall be forfeited and canceled in their entirety effective immediately upon such Termination of Employment. For the avoidance of doubt, transfers of employment among the Company and its Subsidiaries or other Affiliates, without any break in service, is not a Termination of Employment.

applicable confidentiality and non-competition obligations you have to the Company and its Affiliates and subject to the achievement of the Performance Hurdles. If you have a Termination of Employment without Cause or you resign for Good Reason (as such is defined in your employment agreement), you will be eligible to receive one-third of your Award for each completed twelve-month period (measured successively) of continued employment following the Award Date, plus an additional one-third of your Award, where such amount remains available as of such date, subject to the achievement of the Performance Hurdles.

If your Termination of Employment is a Termination for Cause, or if following a Termination of Employment for any reason, ILG determines that during the two years prior to such termination there was an event or circumstance that would have been grounds for Termination for Cause, your Award shall be forfeited and canceled in its entirety upon such termination (or the determination of the basis for a Termination for Cause, if later) and ILG may cause you, immediately upon notice, either to return the shares issued upon the settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for Termination for Cause or to pay ILG an amount equal to the aggregate amount, if any, that you had previously realized in respect of any and all shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination for Cause ( i.e. , the value of the RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be without prejudice to, or waiver of, any other remedies ILG or its Affiliates may have in such event.

Settlement

Subject to your satisfaction of the tax obligations described immediately below under “Taxes and Withholding,” as soon as practicable after any RSUs in respect of your Award have vested and are no longer subject to the Restriction Period, such RSUs shall be settled. In no event shall settlement occur later than two and one half months after the end of the fiscal year in which the RSUs vest. For each RSU settled, ILG shall issue one share of Common Stock for each RSU vesting. Notwithstanding the foregoing, ILG shall be entitled to hold the shares issuable to you upon settlement of all RSUs that have vested until ILG or the agent selected by ILG to administer the Plan (the “Agent”) has received from you (i) a duly executed Form W-9 or W-8 and (ii) payment for any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such RSUs.

Taxes and Withholding

Market Value equal to the aggregate amount of ILG’s withholding obligation. In the event that any such deduction and/or withholding is prohibited by law, you shall, prior to or contemporaneously with the vesting of your RSUs, pay to ILG, or make arrangements satisfactory to ILG regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.

Adjustment in the Event of Change in Stock

Adjustment in the Event of Change in Stock. In the event of (i) a stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of ILG (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spin-off, reorganization, significant non-recurring cash dividend, stock rights offering, liquidation, Disaffiliation, or similar event affecting ILG or any of its Affiliates (each, a “Corporate Transaction”), the Compensation and Human Resources Committee (the “Committee”) or the Board may make such substitutions or adjustments as it, in its sole discretion, deems appropriate and equitable to the number of RSUs and the number and kind of shares of Common Stock underlying the RSUs. The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all RSU award recipients.

In the event of a Change of Control (as such term is defined in the Plan), any portion of your RSUs outstanding and unvested as of the Change of Control which would have vested during the twenty-four (24) month period following such Change of Control shall vest, subject to the achievement of the Performance Hurdles; provided that, such award shall be treated as though it vested annually pro rata over its vesting period. In the event any portion of the award remains unvested following such Change of Control after application of the foregoing sentence, the agreements effectuating the Change of Control shall provide for the assumption or substitution of the award by the successor entity (unless the successor entity is ILG, in which case the unvested portion of the award shall remain outstanding in accordance with its terms).

Disaffiliation. The Disaffiliation of the Affiliate of ILG by which you are employed or for which you are performing services at the time of its sale or other disposition by ILG shall be considered a Termination of Employment ( not a Change of Control) based on which you will be eligible to receive a one-third of your Award based on each completed twelve-month period (measured successively) of continued service following the Award Date. The remaining RSUs covered by your Award shall be forfeited and canceled in their entirety on the date of such Disaffiliation.

Non-Transferability of the RSUs

Until such time as your RSUs are ultimately settled, they shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.

No Rights as a Stockholder

Except as otherwise specifically provided in the Plan, unless and until your RSUs are

settled, you shall not be entitled to any rights of a stockholder with respect to the RSUs (including the right to vote the underlying shares) under this Award. Notwithstanding the foregoing, if ILG declares and pays dividends on the Common Stock during the Restriction Period for particular RSUs in respect of your Award, you will be credited with additional amounts for each RSU underlying such Award equal to the dividend that would have been paid with respect to such RSU as if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Committee may be reinvested in RSUs or may be held in kind as restricted property) and shall vest concurrently with the vesting of the RSUs upon which such dividend equivalent amounts were paid. Notwithstanding the foregoing, dividends and distributions other than regular quarterly cash dividends, if any, may result in an adjustment pursuant to the “Adjustment in the Event of Change in Stock; Disaffiliation” section above.

Other Restrictions

The RSUs shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body is necessary or desirable as a condition of, or in connection with, the delivery of shares, then in any such event, the award of RSUs shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

Conflicts and Interpretation

In the event of any conflict between these Terms and Conditions and the Plan, the Plan shall control; provided, that an action or provision that is permissive under the terms of the Plan, and required under these Terms and Conditions, shall not be deemed a conflict and these Terms and Conditions shall control. In the event of any ambiguity in these Terms and Conditions, or any matters as to which these Terms and Conditions are silent, the Plan shall govern. In the event of any conflict between the Award Notice (or any other information posted on ILG’s extranet or given to you directly or indirectly through the Agent (including information posted on www.benefitaccess.com )) and ILG’s books and records, or (ii) ambiguity in the Award Notice (or any other information posted on ILG’s extranet or given to you directly or indirectly through the Agent (including information posted on www.benefitaccess.com )), ILG’s books and records shall control.

Amendment

ILG may modify, amend or waive the terms of your RSUs, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair your rights without your consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules.

Data Protection

The acceptance of your RSUs constitutes your authorization of the release from time to time to ILG or any of its Subsidiaries and to the Agent (together, the “Relevant Companies”) of any and all personal or professional data that is necessary or desirable for the administration of your RSUs and/or the Plan (the “Relevant Information”). Without limiting the above, this authorization permits your employing company to collect, process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may be useful or necessary for the purposes of the administration of your RSUs and/or the Plan and/or to implement or structure any further grants of equity awards (if any)). The acceptance of your RSUs also constitutes your authorization of the transfer of the Relevant Information to any jurisdiction in which ILG, your employing company or the Agent considers appropriate. You shall have access to, and the right to change, the Relevant Information, which will only be used in accordance with applicable law.

Section 409A of the Code

Your Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued there under (“Section 409A”). In no event shall ILG be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any amounts or benefits paid to you in respect of your Award.

Notification of Changes

Any changes to these Terms and Conditions shall either be posted on ILG’s intranet and www.benefitaccess.com or communicated (either directly by ILG or indirectly through any of its Subsidiaries or the Agent) to you electronically via e-mail (or otherwise in writing) promptly after such change becomes effective .

Terms and Conditions for Adjusted EBITDA Performance RSU Awards

Overview

These Terms and Conditions apply to Performance RSU Awards, which are grants of performance-based restricted stock units made pursuant to Section 12 of the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan (the “Plan”). You were notified of your Performance RSU Award by way of an award notice (the “Award Notice”).

ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.

Continuous Service

Subject to the exceptions delineated below, in order for your Performance RSU Award to vest, you must be continuously employed by Interval Leisure Group, Inc. (“ILG”) or any of its Affiliates through the third anniversary of your date of employment (the “Continuous Service Requirement”). Nothing in your Award Notice, these Terms and Conditions or the Plan shall confer upon you any right to continue in the employ or service of ILG or any of its Affiliates or interfere in any way with their rights to terminate your employment or service at any time, subject to the terms of your employment agreement.

Adjusted EBITDA Performance Hurdles

Assuming satisfaction of the Continuous Service Requirement, the actual number of RSUs covered by your Performance RSU Award that will vest is dependent upon the actual achievement by the Exchange Business(1) of aggregate Adjusted EBITDA against its approved aggregate Adjusted EBITDA for calendar years 2015 and 2016, with the actual number of RSUs vesting ranging from 0 to 200% of the Target RSU number specified in your Award Notice. Schedule A to these Terms and Conditions defines Adjusted EBITDA, as well as explains how the achievement by the Exchange Business of various levels of Adjusted EBITDA performance impacts the number of RSUs that you will ultimately receive (the “Performance Hurdles”).

Vesting

The vesting date for Performance RSU Awards (the “Performance RSU Award Vesting Date”) will be the third anniversary of your date of employment (the “Third Anniversary”), subject to the achievement of the Performance Hurdles. Thereafter, no subsequent termination of employment for any reason (other than by ILG or its Subsidiaries for Cause, as described below) shall affect the ultimate vesting of your Performance RSU Award.

(1) The Exchange Business shall be comprised of the business of Interval International, Inc. and the exchange businesses of its subsidiaries, Trading Places International, LLC (“TPI”) and Vacation Resorts International, Inc. (“VRI”). Subsequently acquired businesses may be included within the Exchange Business upon the approval of the Board with potential adjustment of the performance targets.

Termination of Employment

Upon your Termination of Employment by ILG or any of its Affiliates prior to the Third Anniversary (i) without Cause, or (ii) because you resign for Good Reason (as such is defined in your employment agreement), you shall retain eligibility to receive, subject to the achievement of the Performance Hurdles, for each completed twelve-month period (measured successively) of continued employment following your date of employment, one-third of your Performance RSU Award, plus an additional one-third of your Award, where such amount remains available as of such date. The remaining RSUs covered by your Performance RSU Award shall be forfeited and canceled in their entirety on the date of your Termination of Employment. On the Performance RSU Award Vesting Date, that portion of the RSUs which you remain eligible to receive shall vest as determined by the Exchange Business’s achieved level of aggregate Adjusted EBITDA in the Measurement Period.

By way of example, assume that you are granted a Performance RSU Award of 1,500 Target RSUs and your employment is terminated without Cause fourteen (14) months after the date of your employment. At that time, your new Target RSU number shall be 1,000 (two-thirds of your original number) and you shall continue to be eligible to receive 2,000 RSUs if the Maximum Hurdle is achieved. The target number will be reflected on Morgan Stanley’s website, www.benefitaccess.com . If on the Performance RSU Award Vesting Date, you would vest at that time in 1,000 RSUs, assuming that the Exchange Business achieved its target cumulative Adjusted EBITDA for 2015 and 2016.

Upon your Termination of Employment prior to the Third Anniversary for Cause or with Good Reason, your Performance RSU Award shall be forfeited and canceled in its entirety effective immediately upon such Termination of Employment.

If your Termination of Employment is a Termination for Cause, or if following your Termination of Employment for any reason ILG determines that during the two years prior to such termination there was an event or circumstance that would have been grounds for Termination for Cause, all outstanding Performance RSU Awards held by you shall be forfeited and canceled in their entirety upon such termination (or the determination of the basis for a Termination for Cause, if later), and ILG may cause you, immediately upon notice, either to return the shares issued upon the settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for Termination for Cause or to pay ILG an amount equal to the aggregate amount, if any, that you had previously realized in respect of any and all shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances

giving rise to or constituting grounds for such Termination for Cause ( i.e. , the value of the RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be without prejudice to, or waiver of, any other remedies ILG or its Affiliates may have in such event.

Determination of Adjusted EBITDA Performance

As soon as reasonably practicable following the date on which ILG releases its earnings for the Measurement Period, the Committee shall certify as to the level of aggregate Adjusted EBITDA that the Exchange Business achieved for the Measurement Period, and the resulting percentage of Target RSUs that will vest (the “Adjusted EBITDA Certification Date”).

Committee Discretion to Adjust Adjusted EBITDA Performance Hurdles

Decrease of Performance Hurdles. Through the Adjusted EBITDA Certification Date, the Committee shall retain discretion to decrease Performance Hurdles (or otherwise make adjustments that increase the likelihood of Performance Hurdles being achieved) at any time. Furthermore, the Committee shall, within 90 days of the discovery of all relevant material facts relating to a Material Reduction Event (as defined below) by the Committee, decrease Performance Hurdles (or otherwise make adjustments that increase the likelihood of Performance Hurdles being achieved), such that, in the Committee’s good faith and sole judgment, the likelihood of achievement of the various Performance Hurdles as adjusted is no less likely than prior to the Material Reduction Event.

A “Material Reduction Event” means a discrete event which is likely to materially decrease Adjusted EBITDA during the Measurement Period in a manner the Committee determines, in its good faith and sole judgment, is not properly reflective of growth in the Exchange Business’s performance in the Measurement Period over Exchange Business’s fiscal year that began three years prior to the commencement of the Measurement Period (e.g., if the Measurement Period begins in 2015, then the relevant growth period is 2015 over 2012). For purposes of a Material Reduction Event, materiality shall be judged by the Committee without regard to the likelihood of achievement of any particular Performance Hurdles.

Increase of Performance Hurdles. Through the Adjusted EBITDA Certification Date, the Committee may, within 90 days of the discovery of all relevant material facts relating to a Material Accretion Event (as defined below) by the Committee, increase Performance Hurdles (or otherwise make adjustments that decrease the likelihood of Performance Hurdles being achieved). Any such adjustment shall be made such that, in the Committee’s good faith and sole judgment, the likelihood of achievement of the various Performance Hurdles is no less likely than prior to the Material Accretion Event.

A “Material Accretion Event” means a discrete event which is likely to materially increase Adjusted EBITDA during the Measurement Period in a manner the Committee determines, in its good faith and sole judgment, is not properly reflective of growth in the Exchange Business’s performance in the Measurement Period over the Exchange Business’s fiscal year that began three years prior to the commencement of the Measurement Period (e.g., if the Measurement Period begins in 2015, then the relevant growth period is 2015 over 2015). For purposes of a Material Accretion Event, materiality shall be judged by the Committee without regard to the likelihood of achievement

of any particular Performance Hurdles. It is understood that the effects of acquisitions may be considered a Material Accretion Event for purposes of this grant if so approved by the Committee.

Determinations of the Committee regarding any adjustment (downward or upward) to Performance Hurdles through the Adjusted EBITDA Certification Date will be final and conclusive . Discretion, both positive and negative, need not be applied uniformly by the Committee to all outstanding Performance RSU Awards, but no Performance RSU Awards can be treated less favorably than the majority of Performance RSU Awards subject to the same set of Performance Hurdles.

Settlement

Subject to your satisfaction of the tax obligations described immediately below under “Taxes and Withholding,” as soon as practicable after the Performance RSU Award Vesting Date your RSUs shall be settled. In no event shall settlement occur later than two and one half months after the end of the fiscal year in which the RSUs vest. For each RSU settled, ILG shall issue one share of Common Stock for each RSU vesting. Notwithstanding the foregoing, ILG shall be entitled to hold the shares issuable to you upon settlement of all RSUs that have vested until ILG or the agent selected by ILG to administer the Plan (the “Agent”) has received from you (i) a duly executed Form W-9 or W-8, as applicable or (ii) payment for any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such RSUs.

Taxes and Withholding

No later than the date as of which an amount in respect of any RSUs first becomes includible in your gross income for federal, state, local or foreign income or employment or other tax purposes, ILG or its Subsidiaries shall, unless prohibited by law, have the right to deduct any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount due to you, including deducting such amount from the delivery of shares issued upon settlement of the RSUs that gives rise to the withholding requirement. In the event shares are deducted to cover tax withholdings, the number of shares withheld shall generally have a Fair Market Value equal to the aggregate amount of ILG’s withholding obligation. In the event that any such deduction and/or withholding is prohibited by law, you shall, prior to or contemporaneously with the vesting or your RSUs, pay to ILG, or make arrangements satisfactory to ILG regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.

Adjustment in the Event of Change in Stock or Disaffiliation

any such adjustment will be final and conclusive and need not be the same for all RSU award recipients.

Disaffiliation. The Disaffiliation of the Affiliate of ILG by which you are employed or for which you are performing services at the time of its sale or other disposition by ILG shall be considered a Termination of Employment ( not a Change of Control) based on which you will be eligible to receive a one-third of your Award based on each completed twelve-month period (measured successively) of continued service following your date of employment. The remaining RSUs covered by your Award shall be forfeited and canceled in their entirety on the date of such Disaffiliation.

Non-Transferability of the RSUs

Until such time as your RSUs are ultimately settled, they shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.

No Rights as a Stockholder

Except as otherwise specifically provided in the Plan, unless and until your RSUs are settled, you shall not be entitled to any rights of a stockholder with respect to the RSUs under this Award. Notwithstanding the foregoing, if ILG declares and pays dividends on the Common Stock prior to the Performance RSU Award Vesting Date for a particular Performance RSU Award, you will be credited with additional amounts for each RSU underlying such Performance RSU Award equal to the dividend that would have been paid with respect to such RSU as if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Committee may be reinvested in RSUs or may be held in kind as restricted property) and shall vest concurrently with the vesting of the RSUs upon which such dividend equivalent amounts were paid. Notwithstanding the foregoing, dividends and distributions other than regular quarterly cash dividends, if any, may result in an adjustment pursuant to the “Adjustment in the Event of Change in Stock; Disaffiliation” section above.

Other Restrictions

approval of any government regulatory body is necessary or desirable as a condition of, or in connection with, the delivery of shares, then in any such event, the award of RSUs shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

Conflicts and Interpretation

In the event of any conflict between these Terms and Conditions and the Plan, the Plan shall control. In the event of any ambiguity in these Terms and Conditions, or any matters as to which these Terms and Conditions are silent, the Plan shall govern. In the event of any conflict between the Award Notice (or any other information posted on ILG’s extranet or given to you directly or indirectly through the Agent (including information posted on www.benefitaccess.com )) and ILG’s books and records, or (ii) ambiguity in the Award Notice (or any other information posted on ILG’s intranet or given to you directly or indirectly through the Agent (including information posted on www.benefitaccess.com ), ILG’s books and records shall control.

Amendment

Data Protection

Section 409A of the Code

Performance RSU Awards are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”). In no event shall ILG be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any amounts or benefits paid to you in respect of your Performance RSU Award.

Notification of Changes

Any changes to these Terms and Conditions, including Schedule A (or any additional schedules) hereto, shall either be posted on ILG’s intranet and www.benefitaccess.com or communicated (either directly by ILG or indirectly through any of its Subsidiaries or the Agent) to you electronically via e-mail (or otherwise in writing) promptly after such change becomes effective . You are therefore urged to periodically check these Terms and Conditions, especially any schedules, to determine whether any changes have been made.

SCHEDULE A

Adjusted EBITDA Performance Hurdles

for Performance RSU Awards

The number of shares to vest shall be based on the aggregate actual Adjusted EBITDA achieved by the Exchange Business for 2015 -2016 pursuant to the following performance schedule:

ACTUAL ADJUSTED EBITDA PERFORMANCE (Millions)	PAYOUT AS A % OF MAXIMUM NUMBER OF SHARES AVAILABLE TO BE EARNED ASSUMING TARGETED PERFORMANCE OVER 2 —YEAR PERFORMANCE MEASUREMENT PERIOD

Less than T — 20%	0	%
T — 20%	50	%
Aggregate Total of the Two Annual Adjusted EBITDA Targets (T)(2)	100	%
T + 10%	150	%
T + 20% and Above	200	%

Payouts for Adjusted EBITDA amounts between the reference points will be interpolated.

EXHIBIT 10.35

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into by and between John M. Burlingame (“ Executive ”) and Interval Leisure Group, Inc. (“ ILG ”), effective on the date (the “ Effective Date ”) of the closing (“ Closing Date ”) under that certain Equity Interest Purchase Agreement for the acquisition of Hyatt Residential Group, Inc. and certain of its affiliates and subsidiaries (collectively, the “Company”) between Hyatt Corporation (“Hyatt”) and S.O.I. Acquisition Corp. (the “ EPA ”). Executive and ILG may hereinafter be referred to individually as a “ Party ” or collectively as the “ Parties. ”

WHEREAS , ILG desires to establish its right to the services of Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.

NOW, THEREFORE , in consideration of the mutual agreements hereinafter set forth, Executive and ILG have agreed and do hereby agree as follows:

1A. EMPLOYMENT . During the Term (as defined below), ILG shall employ Executive, and Executive shall be employed as the President of the Company. Executive shall be the functional head of the operating business known as the Hyatt Residence Club and shall provide leadership to such other Affiliates of ILG as may be directed by Executive’s Reporting Officer, as such term is defined herein. In addition, for up to six months following the Closing Date, Executive shall devote up to 10 hours per week in the performance of the services outlined in Exhibit C. During Executive’s employment with ILG, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein. During Executive’s employment with ILG, Executive shall report directly to the Chief Executive Officer of ILG or such person(s) as from time to time may be designated by him (the “ Reporting Officer ”). Executive shall have such powers and duties with respect to the Company and, as requested, other ILG Affiliates as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive’s position. Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and, to the extent applicable, other ILG Affiliates, and to perform the duties of Executive’s position in accordance with the policies of the Company and ILG, as in effect from time to time and so long as each entity’s policies are harmonious with the other such that compliance with both may be achieved; provided, however, where Executive believes there is a conflict between policies, Executive shall provide ILG notice thereof and ILG shall advise Executive on how to proceed with complying with both policies or, where applicable, with which policy to comply. This provision shall not be construed as preventing Executive from serving on the boards of professional, community, civic, educational, charitable and corporate organizations on which he presently serves, as such are scheduled on Exhibit A, attached hereto and incorporated herein, or may choose to serve, with the prior approval of his Reporting Officer, or investing his assets in such form or manner as will not require any services on the part of Executive in the operation of the affairs of the companies in which such investments are made (in either instance, not in violation of the noncompetition

and non-solicitation provisions of this Agreement), provided further , any such service shall not negatively impact Executive’s performance hereunder and shall be performed at Executive’s own cost and during non-working times which may entail the use of paid time off from the Company, where necessary.

2A. TERM . The term of this Agreement shall begin on the Effective Date and shall end on the third anniversary of the Effective Date (the “ Initial Term ”); provided, that on the third anniversary of the Effective Date and on each successive anniversary thereafter, the Initial Term shall automatically be extended for additional one-year periods (the Initial Term as so extended, the “ Term ”) unless either Party provides the other Party with a notice of termination at least ninety (90) days before any such anniversary. Notwithstanding the foregoing, the Executive’s employment hereunder may be terminated during the Term, subject to Section 1(e) of the Standard Terms and Conditions, attached hereto and incorporated herein.

3A. COMPENSATION .

(a) BASE SALARY . During the Term, the Company shall pay Executive an annual base salary of four hundred and sixty thousand U.S. dollars (US$460,000) (the “ Base Salary ”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time).

(b) BONUS .

(i) During the Term, Executive shall be eligible to receive a target annual bonus of up to 70% of Base Salary, based upon the achievement of individual performance goals established by Executive’s Reporting Officer and the Company’s achievement of certain performance targets established by the Compensation and Human Resources Committee of ILG’s Board of Directors (the “ Committee ”) annually; provided , however, that with respect to the Initial Term of this Agreement, a portion of this bonus amount equal to 20% of Base Salary shall be deemed guaranteed (the “ Guaranteed Amount ”), which amount shall be paid to Executive during each applicable year in equal amounts at each regular payroll beginning on the Effective Date. Annually, Executive’s Reporting Officer, in conjunction with the Committee, shall determine whether the achievement of the individual performance goals have been met.

(ii) Any annual bonus, other than the Guaranteed Amount, shall be paid during the following calendar year with respect to which such annual bonus relates at such time as other similarly situated executive personnel are paid bonuses in accordance with the policies of ILG (unless Executive has elected to defer receipt of such bonus pursuant to an arrangement that meets the requirements of Section 409A (as defined below) provided, that with respect to calendar year 2014, Executive will be eligible to receive an annual bonus on a pro-rated basis equal to the product of (x) the annual Bonus which otherwise would have been earned by Executive absent pro-ration, times (y) a fraction, the numerator of which is the number of days from the Effective Date to December 31, 2014, and the denominator of which is 365.

(iii) By January 30 annually or as soon thereafter as is practical, Executive’s individual performance goals will be discussed and agreed upon by Executive and Executive’s Reporting Officer based upon the business plan of the Company. The Parties further agree that Executive’s

individual performance goals will be reasonably believed by Executive and Executive’s Reporting Officer to be attainable at the time they are set.

(iv) Executive shall be eligible to participate in any annual or long-term incentive programs that may be adopted from time to time by ILG or the Company on the same basis as that provided to similarly situated executive personnel.

(i) As promptly as practicable, but no later than thirty (30) days following the Effective Date, Executive shall be granted, under and subject to the provisions of the 2013 ILG Stock and Annual Incentive Plan, an award of a number of ILG RSUs determined by dividing US$1,200,000 by the closing price of a share of ILG Common Stock on the Closing Date under the EPA, rounded to the nearest whole number of ILG RSUs (the “ Initial Equity Award ”).

(ii) The Initial Equity Award shall be comprised of two components: (A) service-based RSUs valued at US$480,000; and (B) performance RSUs valued at US$720,000. Other terms for the Initial Equity Award will be set forth in the Award Notices and related Terms and Conditions accompanying such award, copies of which are attached hereto and incorporated herein as composite Exhibit B.

(iii) Commencing in calendar year 2015, Executive shall be entitled to participate in ILG’s long-term incentive program at an award level commensurate with that of other similarly situated executive personnel for so long as ILG continues to make available such awards to the executive personnel. Executive acknowledges that each such award is subject to the approval of the Committee as well as the terms and conditions of ILG’s 2013 Stock and Incentive Compensation Plan and the Award Notice accompanying such Award.

(d) BENEFITS . During the Term, Executive shall be entitled to participate in any welfare and health programs as may be adopted from time to time by the Company on the same basis as that provided to similarly situated executive personnel of the Company. Executive shall also be entitled to participate in life and disability insurance programs as may be adopted from time to time by ILG on the same basis as that provided to similarly situated executive personnel of ILG. For purposes of determining Executive’s entitlement to any welfare, health and life insurance and pension benefit and incentive program available to similarly situated senior executive personnel, Executive’s seniority with ILG and the Company shall be calculated to include his years of service while employed at Hyatt or the Company prior to the Closing Date; provided, however, such years of service shall not afford Executive the right to request the approval of continued vesting of the Initial Equity Award based on Retirement, as such term is defined in the 2013 ILG Stock and Annual Incentive Plan. Without limiting the generality of the foregoing, Executive shall be entitled to the following benefits:

(i) Reimbursement for Business Expenses . ILG shall reimburse Executive for all reasonable, necessary and documented expenses incurred by Executive in performing Executive’s duties for the Company, ILG or its Affiliates on the same basis as similarly situated executive personnel and in accordance with ILG’s policies as in effect from time to time. With respect to air travel for business purposes, Executive shall be eligible for reimbursement for

Business Class (or if Business Class is unavailable the next higher class) for any domestic flight of at least three (3) hours’ duration, for separate domestic flights to or from a target destination that total in the aggregate at least three (3) hours’ duration, and for Business Class for all international flights, unless otherwise agreed with Executive’s Reporting Officer; provided, such travel is scheduled with the prior approval of his Reporting Officer and is otherwise in accordance with the travel and entertainment policies of ILG and its Affiliates.

(ii) Paid Time Off . It is agreed that Executive shall be entitled to earn paid time-off at a rate of 18.66 hours per month, subject to a maximum paid time-off accrual of 408 hours, at which point additional accruals will be suspended until such time as a portion of the Executive’s accrued paid time-off has been used. Executive has indicated that he anticipates taking up to fifteen days’ vacation time in the six months following the Closing Date, and ILG agrees that Executive shall be allowed to take such vacation time. Where ILG receives a credit for the paid time-off which Executive accrued, but did not utilize prior to the Effective Date, Executive shall be entitled to apply such credit, as well as any paid time-off accrued with ILG, to these vacation days.

(e) RELOCATION PACKAGE . The Company agrees to provide Executive with a relocation package in an amount not to exceed one hundred fifty thousand U.S. dollars (US$150,000) for use towards the actual and reasonable out-of-pocket expenses incurred by the Executive in connection with his relocation to Miami, Florida, before, on, or after the Closing Date, which expenses could include temporary housing, closing costs and sales commissions on the sale of his current home, house-hunting trips and movement of his household goods and automobiles and such other reasonable out-of-pocket expenses related to Executive’s relocation efforts as may be incurred; provided, it is acknowledged and agreed that Company shall have no obligation to reimburse Executive if the closing does not occur. Such amount shall be disbursed as follows: $25,000 per each 12-month period of the Initial Term, which amount shall be paid quarterly in equal installments, until such time as Executive elects to move his family and his household goods to Miami, Florida, at which time the remaining balance of Executive’s relocation package shall be available to assist with the costs of such move as stated in this subparagraph (e ) . In the event that the Executive is terminated for Cause or voluntarily resigns his position without Good Reason before the third anniversary of the Effective Date, the Executive shall repay to the Company the amount provided to the Executive, pro-rated based on the number of full months remaining in the Initial Term, including the month in which such separation of employment occurs.

4A. NOTICES . All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested, by hand delivery, or by overnight delivery by a nationally recognized carrier, and any such notice is deemed effectively given when received by the recipient (or if receipt is refused by the recipient, when so refused) to the address set forth below:

If to ILG:	Interval Leisure Group, Inc.
	6262 Sunset Drive
	Miami, Florida 33143
	Attention:	Craig M. Nash

with a copy to:	Interval Leisure Group, Inc.
	6262 Sunset Drive
	Miami, Florida 33143
	Attention:	General Counsel

If to Executive:	John M. Burlingame
	At the last address indicated in the Company’s records,

with a copy to:	Gwen V. Carroll
	Law Offices of Gwen V. Carroll, Ltd.
	Suite 2800
	Chicago, IL 60601

Either Party may change such Party’s address for notices by notice duly given pursuant hereto.

5A. GOVERNING LAW; JURISDICTION . This Agreement and the legal relations thus created between the Parties (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of Florida without reference to its principles of conflicts of laws. Any dispute between the Parties arising out of or related to this Agreement will be heard and determined before an appropriate federal court located in the State of Florida in Miami-Dade County, or, if not maintainable therein, then in an appropriate Florida state court located in Miami-Dade County, and each Party submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

Each Party (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the Party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the Parties arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the Parties arising out of or related to this Agreement and (iv) agrees that, subject to the parties’ rights of appeal, a judgment or order of any court referred to above in connection with any dispute between the Parties arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

6A. COUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument; signed copies of this Agreement may be delivered by .pdf, e-mail, or fax and will be accepted as an original.

7A. STANDARD TERMS AND CONDITIONS . The Standard Terms and Conditions, attached hereto, are incorporated herein by reference, deemed a part of this Agreement and are

binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement, the Standard Terms and Conditions and Exhibits A, B and C, taken as a whole.

8A. SECTION 409A OF THE INTERNAL REVENUE CODE .

(a) This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“ Section 409A ”). It is intended that any amounts payable under this Agreement and ILG’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

(b) To the extent that any reimbursement pursuant to this Agreement is taxable to Executive, Executive shall provide ILG with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment contemplated by this paragraph, and any reimbursement payment due to Executive pursuant to such provision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Such reimbursement obligations pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable year.

9A. Notwithstanding anything to the contrary herein, this Agreement shall become effective upon, and subject to the occurrence of, the Effective Date.

IN WITNESS WHEREOF, ILG has caused this Agreement to be executed and delivered by its duly authorized officer and Executive has executed and delivered this Agreement on May 23, 2014.

	INTERVAL LEISURE GROUP, INC.


	By:	/s/ Craig M. Nash
	Name:	Craig M. Nash
	Title:	Chairman, President and Chief Executive Officer


	/s/ John M. Burlingame
	JOHN M. BURLINGAME

STANDARD TERMS AND CONDITIONS

1. SEPARATION OF EXECUTIVE FROM ILG EMPLOYMENT.

(a) DEATH . In the event Executive’s employment hereunder is terminated by reason of Executive’s death, ILG shall pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s Base Salary through the end of the month in which death occurs and (ii) any other Accrued Obligations (as defined in paragraph 1(g) below).

(b) DISABILITY . If, as a result of Executive’s incapacity due to physical or mental illness (“ Disability ”), Executive shall have been absent from the full-time performance of Executive’s duties with the Company for a period of twelve (12) consecutive weeks, or for shorter periods aggregating to twelve (12) weeks, during any twelve (12) consecutive months and, within thirty (30) days after written notice is provided to Executive by ILG (in accordance with Section 4A hereof), Executive shall not have returned to the full-time performance of Executive’s duties, Executive’s employment under this Agreement may be terminated by ILG for Disability. Upon separation of Executive’s employment due to Disability, ILG shall pay Executive within thirty (30) days of such separation (i) Executive’s Base Salary through the end of the month in which separation occurs in a lump sum in cash, offset by any amounts payable to Executive under any disability insurance plan or policy provided by ILG; and (ii) any other Accrued Obligations (as defined in paragraph 1(g) below).

(c) TERMINATION FOR CAUSE . ILG may terminate Executive’s employment under this Agreement for Cause at any time prior to the expiration of the Term. Upon the termination of Executive’s employment by ILG for Cause (as defined below), ILG and its Affiliates shall have no further obligation hereunder, except for the payment of any Accrued Obligations (as defined in paragraph 1(g) below). As used herein, “ Cause ” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided , however , that after indictment, ILG may suspend Executive from the rendition of services, but without limiting or modifying in any other way ILG’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to ILG or the Company; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation by Executive of any ILG policy pertaining to ethics, wrongdoing or conflicts of interest. Failure to meet performance standards or objectives, by itself, does not constitute “Cause.” Executive may not be terminated for Cause under subsections (ii), (iii), (iv), or (v) unless and until (1) Executive shall have committed acts or omissions which constitute Cause as defined in sub sections (ii), (iii), (iv), or (v) above, and (2) Executive shall have been given written notice specifying the grounds for such termination and not less than 30 days to correct such acts or omissions, if correctable; provided, ILG may relieve Executive of his duties during this cure period, if it deems necessary. Further, no termination shall be deemed to be a termination by ILG for “Cause” if the termination is as a result of Executive refusing to act in a manner that would be a violation of applicable law or where Executive acts (or refrains from taking action) in good faith in accordance with directions of a member of the Board or higher

ranking executive but was unable to attain the desired results because such results were inherently unreasonable or unattainable.

(d) RESIGNATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate his employment for Good Reason. “ Good Reason ” shall mean any action or inaction by ILG that results in the occurrence of any of the following, without Executive’s prior written consent: (A) material diminution in Executive’s authority, duties, or responsibilities; (B) ILG’s requiring Executive to be based anywhere more than fifty (50) miles from where Executive’s principal place of employment is located as of the Effective Date, subject to the Parties’ mutual understanding that Executive has agreed to relocate to Miami, Florida, or such other location as the Parties may mutually agree; (C) a non- de minimis reduction in Executive’s Base Salary or target bonus opportunity or, during the initial three (3) years following the Effective Date, the Guaranteed Bonus; or (D) any other action or inaction that constitutes a material breach by ILG of this Agreement. Notwithstanding the preceding sentence, no resignation on Executive’s part shall be deemed to be for Good Reason unless (1) Executive gives written notice to ILG of the event or condition Executive claims to constitute Good Reason within ninety (90) days of the first occurrence of such event or condition, (2) ILG fails to cure such event or condition within thirty (30) days of such notice, and (3) Executive gives a notice of termination creating a date of termination not later than ninety (90) days after the expiration of such cure period. For purposes of Executive’s rights and entitlements following the cessation of his employment under this Agreement, any notice of termination furnished by Executive to ILG pursuant to this Section 1(d) shall not affect the calculation of his last day of employment as occurring on the last day of the notice period.

(e) TERMINATION BY ILG OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON . If Executive’s employment hereunder is terminated prior to the expiration of the Term by ILG for any reason other than Executive’s death or Disability or for Cause or if Executive’s employment hereunder is terminated by the Executive for Good Reason, then ILG shall pay Executive his Base Salary through the end of the Term over the course of the then remaining Term in accordance with ILG’s payroll practices, beginning in the third month following the month in which Executive’s separation from service occurs, provided, where such termination occurs on or after the second anniversary of Effective Date, ILG shall pay the Executive an amount equal to his Base Salary for a 12 month period plus the bonus amount which Executive was paid in the preceding calendar year, pro-rated based on the number of full months which Executive worked during the calendar year in which such separation occurs (the “ Cash Severance Payments ”), which amount shall be payable in equal, biweekly installments (or, if different, in accordance with ILG’s payroll practice as in effect from time to time) during the twelve (12) month period following Executive’s separation from ILG’s employ. Further, ILG shall pay Executive on the date of separation (or within 72 hours of such separation if Executive quits with less than 72 hours’ notice) in a lump sum in cash any Accrued Obligations (as defined in Section 1(g) below).

Notwithstanding the preceding provisions of this Section 1(e), in the event that Executive is a “specified employee” (within the meaning of Section 409A) on the date of separation of Executive’s employment with ILG and the Cash Severance Payments to be paid within the first six months following such date (the “ Initial Payment Period ”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “ Limit ”), then (i) any portion of the Cash

Severance Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid at the times set forth in Section 1(e)(i), (ii) any portion of the Cash Severance Payments that exceeds the Limit (and would have been payable during the Initial Payment Period but for the Limit) shall be paid, with Interest, on the first business day of the first calendar month that begins after the six-month anniversary of Executive’s “separation from service” (within the meaning of Section 409A) and (iii) any portion of the Cash Severance Payments that is payable after the Initial Payment Period shall be paid at the times set forth in Section 1(e)(i). For purposes of this paragraph, Interest shall mean interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, from the date on which payment would otherwise have been made but for any required delay through the date of payment.

The payment to Executive pursuant to Section 1(a), (b) or (e) of any amounts other than the Accrued Obligations shall be subject to Executive’s execution and non-revocation of a general release of all claims against ILG and its Affiliates, in a form substantially similar to that used for similarly situated executive personnel of ILG and its Affiliates within 60 days of the date of separation and, relating to payments under Section 1(b) or (e), a written affirmation of Executive’s continuing compliance with Section 2 and any other restrictive covenants to which Executive may then be subject (other than any non-compliance that is immaterial, does not result in harm to ILG or its Affiliates, and, if curable, is cured by Executive promptly after receipt of notice thereof given by ILG). Executive acknowledges and agrees that the amounts other than the Accrued Obligations (including, if applicable, the Cash Severance Payments) described in Section 1(a), (b) or (e) constitute good and valuable consideration for such release and, where applicable, affirmation of his compliance with the restrictive covenants set forth in Section 2.

(f) OFFSET . If Executive obtains other employment during the period for which Executive is receiving Cash Severance Payments, all future amounts payable by ILG to Executive shall be offset by the amount earned by Executive from another employer. For purposes of this Section 1(g), Executive shall have an obligation to inform ILG regarding Executive’s employment status following separation and during the period encompassing the Term.

(g) ACCRUED OBLIGATIONS . As used in this Agreement, “ Accrued Obligations ” shall mean the sum of (i) any portion of Executive’s accrued but unpaid Base Salary through the date of death or separation of employment for any reason, as the case may be; and (ii) any compensation previously earned but deferred by Executive (together with any interest or earnings thereon) that has not yet been paid, is not considered “deferred compensation” subject to Section 409A and has not otherwise been deferred to a later date pursuant to any deferred compensation arrangement of ILG to which Executive is a party, if any.

2. CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; PROPRIETARY RIGHTS; AND OTHER POST-SEPARATION OBLIGATIONS .

(a) CONFIDENTIALITY . Executive acknowledges that while employed by ILG or any of its Affiliates, Executive will occupy a position of trust and confidence. Executive shall not, except as may be required to perform Executive’s duties hereunder or as required by applicable law, without limitation in time or until such information shall have become public other than by Executive’s unauthorized disclosure, disclose to others or use, whether directly or indirectly, any Confidential Information regarding ILG or any of its Affiliates. “ Confidential Information ”

shall mean information about ILG or any of its Affiliates, and their clients and customers that is not disclosed by ILG or any of its Affiliates for financial reporting purposes and that was learned by Executive in the course of employment by ILG or any of its Affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to ILG and its Affiliates, and that such information gives ILG and its Affiliates a competitive advantage. Executive agrees to deliver or return to ILG, at ILG’s request at any time or upon termination or expiration of Executive’s employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by ILG and its Affiliates or prepared by Executive in the course of Executive’s employment by ILG and its Affiliates. As used in this Agreement, “ Affiliates ” shall mean any company controlled by, controlling or under common control with ILG.

(b) NON-COMPETITION . In consideration of this Agreement, and other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment hereunder and for a period of eighteen (18) months, Executive shall not, without the prior written consent of ILG, directly or indirectly, engage in or become associated with a Competitive Activity.

For purposes of this Section 2(b), (i) a “ Competitive Activity ” means, any business or other endeavor involving Similar Products if such business or endeavor is in a country (including the United States) in which ILG (or any of its Affiliates) (x) at the time of Executive’s separation provides or planned to provide such Similar Products or (y) during Executive’s employment provided, such Similar Products; (ii) “ Similar Products ” means any products or services that are the same or substantially similar to any of the types of products or services that ILG and/or any of its Affiliates for which Executive may, during the Term, have direct or indirect responsibility hereunder provides or planned to provide during Executive’s employment hereunder; and (iii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Executive acknowledges and agrees that, without limiting the generality of the foregoing, the term “Competitive Activity” shall be deemed to include, without limitation, the development, sales, marketing and financing of shared ownership interests, comprised of the ownership of or the right to use accommodations, amenities and facilities at a shared ownership resort, which interest may be evidenced as points or some other program currency as well as the management of shared ownership resorts, vacation properties, owners’ associations and condominiums and associated rental, resale and administrative services.

Notwithstanding the foregoing, Executive may make and retain, for investment purposes only, less than one percent (1%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not

otherwise affiliated with such corporation. Executive acknowledges that Executive’s covenants under this Section 2(b) are a material inducement to ILG’s entering into this Agreement.

(i) Executive recognizes that he will possess confidential information about other employees of ILG and its Affiliates relating to their education, experience, skills, abilities, compensation and benefits, and interpersonal relationships with suppliers to and customers of ILG and its Affiliates. Executive recognizes that the information he will possess about these other employees is not generally known, is of substantial value to ILG and its Affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Executive because of Executive’s business position with ILG or its Affiliates.

(ii) Executive agrees that, during the Term (and for a period of twenty-four (24) months after the separation of his employment, irrespective of the cause, manner or time of such separation), Executive will not, directly or indirectly, solicit or recruit any employee of ILG or any of its Affiliates for the purpose of being employed by Executive or by any business, individual, partnership, firm, corporation or other entity on whose behalf Executive is acting as an agent, representative or employee and that Executive will not convey any such confidential information or trade secrets about other employees of ILG or any of its Affiliates to any other person except within the scope of Executive’s duties hereunder.

(iii) Executive agrees that, during the Term (and for a period of twenty-four (24) months after the separation of his employment, irrespective of the cause, manner or time of such separation), Executive will not make any statement or perform any act intended to advance the interest of any competitor of ILG or any of its Affiliates in any way that will injure the interests of ILG or any of its Affiliates. Executive also agrees that during such period, he shall not solicit or attempt to take away or to sever from ILG or any of its Affiliates the business or goodwill of any individuals or entities who are customers or clients of ILG or its Affiliate, including, without limitation, any resort or owners association management, rental or administrative contract.

(d) PROPRIETARY RIGHTS; ASSIGNMENT . All Developments shall be made for hire by the Executive for ILG or any of its Affiliates. “ Developments ” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of ILG or any of its Affiliates, or (ii) results from or is suggested by any undertaking assigned to the Executive or work performed by the Executive for or on behalf of ILG or any of its Affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Developments shall remain the sole property of ILG or any of its Affiliates. The Executive shall acquire no proprietary interest in any Confidential Information or Developments developed or acquired during the Term. To the extent the Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Development, the Executive hereby assigns to ILG all such proprietary rights. The Executive shall, both during and after the Term, upon ILG’s request, promptly execute and deliver to ILG all such assignments, certificates and instruments, and shall promptly perform such other acts, as ILG may from time to time in its discretion deem necessary or desirable to

evidence, establish, maintain, perfect, enforce or defend ILG’s rights in Confidential Information and Developments.

(e) COMPLIANCE WITH POLICIES AND PROCEDURES . During the Term, Executive shall adhere to the policies and standards of professionalism set forth in the Company’s and ILG’s Policies and Procedures, as they may exist from time to time and so long as each entity’s policies are harmonious with the other such that compliance with both may be achieved; provided, however, where Executive believes there is a conflict between policies, Executive shall provide ILG notice thereof and ILG shall advise Executive on how to proceed with complying with both policies or, where applicable, with which policy to comply.

(f) REMEDIES FOR BREACH . Executive will notify ILG in writing of any alleged breach of this Agreement by ILG and/or any of its Affiliates, and ILG will have 30 days from receipt of Executive’s notice to cure any such breach. Executive agrees and understands that the remedy at law for any breach by Executive of this Section 2 will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon Executive’s violation of any provision of this Section 2 ILG shall be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation. Nothing in this Section 2 shall be deemed to limit ILG’s remedies at law or in equity for any breach by Executive of any of the provisions of this Section 2, which may be pursued by or available to ILG.

(g) POST-SEPARATION COOPERATION. Following the expiration or termination of the Executive’s employment for any reason, Executive agrees to make himself reasonably available to ILG and/or its Affiliates to respond to requests for documents and information concerning matters involving facts or events relating to ILG or any of its Affiliates that may be within his knowledge, and further agrees to provide truthful information to ILG, its Affiliates, or any of their respective representatives as reasonably requested with respect to any pending and future litigation, arbitration, other dispute resolution, investigation or request for information. Executive also agrees to make himself reasonably available to assist ILG and its Affiliates in connection with any administrative, civil or criminal matter or proceeding brought by or brought against ILG and/or any of its Affiliates, in which and to the extent ILG, its Affiliates or any of their respective representatives reasonably deem Executive’s cooperation necessary. Executive shall be reimbursed for his reasonable out-of-pocket expenses incurred as a result of such cooperation.

(h) SURVIVAL OF PROVISIONS . The obligations contained in this Section 2 shall, to the extent provided in this Section 2, survive the termination or expiration of Executive’s employment with ILG and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the Parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

3. TERMINATION OF PRIOR AGREEMENTS . This Agreement constitutes the entire agreement between the Parties and, as of the Effective Date, terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the Parties with respect to the subject matter of this Agreement, except prior agreements and understandings between Executive and Hyatt or the Company with respect to confidentiality and assignment of inventions. Executive acknowledges and agrees that neither ILG nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, Executive has not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement.

4. ASSIGNMENT; SUCCESSORS . This Agreement is personal in its nature and none of the Parties shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided that in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company or ILG (a “ Transaction ”) with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of ILG or the Company hereunder and in the event of any such assignment or Transaction, all references herein to the “Company” or “ILG” shall refer to each entity’s respective assignee or successor hereunder.

5. WITHHOLDING . ILG or its Affiliate shall make such deductions and withhold such amounts from each payment and benefit made or provided to Executive hereunder, as may be required from time to time by applicable law, governmental regulation or order.

6. SECTION 409A.

(a) For purposes of this Agreement, a “ Separation from Service ” occurs when Executive dies, retires or otherwise has a separation of employment from ILG that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(b) It is intended that any amounts payable under this Agreement and ILG’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

7. HEADING REFERENCES . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. References to “this Agreement” or the use of the term “hereof” shall refer to these Standard Terms and Conditions and the Employment Agreement attached hereto and Exhibits A, B and C, taken as a whole.

8. WAIVER; MODIFICATION . Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in

any respect except by a writing executed by each Party. Notwithstanding anything to the contrary herein, none of (i) a change in Executive’s title, duties and/or level of responsibilities including by way of assignment of Executive to another position with ILG or any of its Affiliates that does not result in a material reduction in Executive’s title, duties and/or level of responsibilities, (ii) the assignment of Executive to a different Reporting Officer for any reason nor (iii) a change in the title of the Reporting Officer shall constitute a modification or a breach of this Agreement.

9. SEVERABILITY . In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the Parties under this Agreement.

10. INDEMNIFICATION . If Executive was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he is or was an officer or employee of ILG or any of its Affiliates, Executive shall be indemnified and held harmless by ILG to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits ILG to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by Executive in connection therewith and such indemnification shall continue as to Executive if he ceases to be an officer or employee and shall inure to the benefit of Executive’s heirs, executors and administrators; provided, however, that ILG shall indemnify Executive in connection with a proceeding (or part thereof) initiated by Executive only if such Proceeding (or part thereof) was authorized by the Board of Directors of ILG and provided further that neither ILG, nor any of its Affiliates shall indemnify Executive for any losses incurred by Executive to the extent such result from any acts described in Section 1(c) of this Agreement. The right to indemnification conferred in this paragraph shall include the obligation of ILG to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “ Advance of Expenses ”); provided, however, any Advance of Expenses incurred by Executive in his capacity as an officer or employee shall be made only upon delivery to ILG of an undertaking, by or on behalf of Executive, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that Executive is not entitled to be indemnified for such expenses under this paragraph or otherwise.

ACKNOWLEDGED AND AGREED:

Date: May 23, 2014

	INTERVAL LEISURE GROUP, INC.


	By:	/s/ Craig M. Nash
	Name:	Craig M. Nash
	Title:	Chairman, President and Chief Executive Officer


	/s/ John M. Burlingame
	JOHN M. BURLINGAME

EXHIBIT A

LIST OF CURRENT BOARD POSITIONS WITH

THIRD PARTY ORGANIZATIONS

· Member, Board of Directors, American Resort Development Association (“ARDA”)

· Trustee, Aquila Funds Trust

EXHIBIT B

RESTRICTED STOCK UNIT AWARD

TERMS AND CONDITIONS

Terms and Conditions for

Service-Based Restricted Stock Unit Awards

ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.

Continuous Service

Vesting

Vesting Date

	Percentage of Total
	Award Vesting

On the third year anniversary of the Award Date	100	%

Termination of Employment

If you have a Termination of Employment due to death, any unvested portion of the Award shall vest in full. If you have a Termination of Employment as a result of a Disability, the Award shall continue to vest on the third anniversary of the date of youremployment with the Company, provided you continue to comply with any applicable confidentiality and non-competition obligations you have to the Company and its Affiliates. If you have a Termination of Employment without Cause or you resign for Good Reason (as such is defined in the Plan),

you will be eligible to receive one-third of your Award for each completed twelve-month period (measured successively) of continued employment following the award date, plus an additional one-third of your Award, where such amount remains available as of such date.

Settlement

Taxes and Withholding

No later than the date as of which an amount in respect of any RSUs first becomes includible in your gross income for federal, state, local or foreign income or employment or other tax purposes, ILG or its Affiliates shall, unless prohibited by law, have the right to deduct any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount due to you, including deducting such amount from the delivery of shares issued upon settlement of the RSUs that gives rise to the withholding requirement. In the event shares are deducted to cover tax withholdings, the number of shares withheld shall generally have a Fair Market Value equal to the aggregate amount of ILG’s withholding obligation. In the event that any such deduction and/or withholding is prohibited by law, you shall, prior to or contemporaneously with the vesting of your RSUs, pay to ILG, or make arrangements satisfactory to ILG regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.

Adjustment in the Event of Change in Stock

Disaffiliation. The Disaffiliation of the Affiliate of ILG by which you are employed or for which you are performing services at the time of its sale or other disposition by ILG shall be considered a Termination of Employment ( not a Change of Control) based on which you will be eligible to receive a one-third of your Award based on each completed twelve-month period (measured successively) of continued service following the grant date. The remaining RSUs covered by your Award shall be forfeited and canceled in their entirety on the date of such Disaffiliation.

Non-Transferability of the RSUs

Until such time as your RSUs are ultimately settled, they shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.

No Rights as a Stockholder

Except as otherwise specifically provided in the Plan, unless and until your RSUs are settled, you shall not be entitled to any rights of a stockholder with respect to the RSUs (including the right to vote the underlying shares) under this Award. Notwithstanding the foregoing, if ILG declares and pays dividends on the Common Stock during the Restriction Period for particular RSUs in respect of your Award, you will be credited with additional amounts for each RSU underlying such Award equal to the dividend that would have been paid with respect to such RSU as if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Committee may be reinvested in RSUs or may be held in kind as restricted property) and shall vest concurrently with the vesting of the RSUs upon which such dividend equivalent amounts were paid. Notwithstanding the foregoing, dividends and distributions other than regular quarterly cash dividends, if any, may result in an adjustment pursuant to the “Adjustment in the Event of Change in Stock; Disaffiliation” section above.

Other Restrictions

Conflicts and Interpretation

Amendment

Data Protection

Section 409A of the Code

Notification of Changes

Terms and Conditions for Adjusted EBITDA Performance RSU Awards

Overview

ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN.

Continuous Service

Subject to the exceptions delineated below, in order for your Performance RSU Award to vest, you must be continuously employed by Interval Leisure Group, Inc. (“ILG”) or any of its Affiliates through the third anniversary of the relevant award date (the “Continuous Service Requirement”). Nothing in your Award Notice, these Terms and Conditions or the Plan shall confer upon you any right to continue in the employ or service of ILG or any of its Affiliates or interfere in any way with their rights to terminate your employment or service at any time, subject to the terms of your employment agreement.

Adjusted EBITDA Performance Hurdles

Assuming satisfaction of the Continuous Service Requirement, the actual number of RSUs covered by your Performance RSU Award that will vest is dependent upon the actual achievement by Hyatt Residential Group, Inc.(1) of aggregate Adjusted EBITDA against the HRG’s budgeted aggregate Adjusted EBITDA for calendar years 2015 and 2016, with the actual number of RSUs vesting ranging from 0 to 200% of the Target RSU number specified in your Award Notice. Schedule A to these Terms and Conditions defines Adjusted EBITDA, as well as explains how the achievement by ILG of various levels of Adjusted EBITDA performance impacts the number of RSUs that you will ultimately receive (the “Performance Hurdles”).

Vesting

The vesting date for Performance RSU Awards (the “Performance RSU Award Vesting Date”) will be the later of (i) the third anniversary of the relevant award date (the “Third Anniversary”) and (ii) the date on which ILG’s Compensation and Human Resources Committee (the “Committee”) certifies the level of aggregate Adjusted EBITDA that HRG achieved for the relevant period specified in Schedule A (the “Measurement Period”), which certification shall occur as soon

(1) As of the award date, the reference to Hyatt Residential Group, Inc., as such may be renamed following the Closing Date, also includes those affiliates and subsidiaries acquired at such time (collectively, “HRG”). To the extent other businesses are later included within the same ILG operating segment as HRG and are under the management responsibility of HRG’s executive(s), such businesses may be included within the performance metric applicable to this Award upon the approval of ILG’s Board with a potential adjustment of applicable budget targets.

as reasonably practicable following the date on which ILG releases its earnings for the last year of the Measurement Period.

If the Continuous Service Requirement is satisfied prior to the Performance RSU Award Vesting Date, no subsequent termination of employment for any reason (other than by ILG or its Subsidiaries for Cause, as described below) shall affect the ultimate vesting of your Performance RSU Award.

Termination of Employment

Subject to the provisions of your employment agreement, if you have a Termination of Employment due to death, any unvested portion of the Award shall vest in full at the Target RSU number. If you have a termination of your employment as a result of a Disability, the Award shall continue to vest for up to three years after the effective date of such termination of your employment provided you continue to comply with any applicable confidentiality and non-competition obligations you have to the Company and its Affiliates, if any. Upon your Termination of Employment by ILG or any of its Affiliates after the first anniversary of the relevant award date but prior to the third anniversary (i) without Cause, or (ii) because you resign for Good Reason (as such is defined in your employment agreement), you shall retain eligibility to receive, for each completed twelve-month period (measured successively) of continued employment following the relevant award date, one-third of your Performance RSU Award, plus an additional one-third of your Award, where such amount remains available as of such date.

The remaining RSUs covered by your Performance RSU Award shall be forfeited and canceled in their entirety on the date of your Termination of Employment. On the Performance RSU Award Vesting Date, that portion of the RSUs which you remain eligible to receive shall vest as determined by HRG’s achieved level of aggregate Adjusted EBITDA in the Measurement Period.

By way of example, assume that you are granted a Performance RSU Award of 1,500 Target RSUs and your employment is terminated without Cause fourteen (14) months after the relevant award date. At that time, your new Target RSU number shall be 1,000 (two-thirds of your original number) and you shall continue to be eligible to receive 2,000 RSUs if the Maximum Hurdle is achieved. The target number will be reflected on Morgan Stanley’s website, www.benefitaccess.com . If on the Adjusted EBITDA Certification Date (as defined below) the Committee determines that the target level of Adjusted EBITDA for the Measurement Period has been achieved, you would vest at that time in 1,000 RSUs.

Upon your Termination of Employment prior to the Third Anniversary for Cause or without Good Reason, your Performance RSU Award shall be forfeited and canceled in its entirety effective immediately upon such Termination of Employment.

settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for Termination for Cause or to pay ILG an amount equal to the aggregate amount, if any, that you had previously realized in respect of any and all shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination for Cause ( i.e. , the value of the RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be without prejudice to, or waiver of, any other remedies ILG or its Affiliates may have in such event.

Determination of Adjusted EBITDA Performance

As soon as reasonably practicable following the date on which ILG releases its earnings for the Measurement Period, the Committee shall certify as to the level of aggregate Adjusted EBITDA that HRG achieved for the Measurement Period, and the resulting percentage of Target RSUs that will vest (the “Adjusted EBITDA Certification Date”).

Committee Discretion to Adjust Adjusted EBITDA Performance Hurdles

A “Material Accretion Event” means a discrete event which is likely to materially increase Adjusted EBITDA during the Measurement Period in a manner the Committee determines, in its good faith and sole judgment, is not properly reflective of growth in HRG’s performance in the Measurement Period. For purposes of a Material Accretion Event, materiality shall be judged by the Committee without regard to the likelihood of achievement of any particular Performance Hurdles.

Determinations of the Committee regarding any adjustment (downward or upward) to Performance Hurdles through the Adjusted EBITDA Certification Date will be final and

conclusive . Discretion, both positive and negative, need not be applied uniformly by the Committee to all outstanding Performance RSU Awards, but no Performance RSU Awards can be treated less favorably than the majority of Performance RSU Awards subject to the same set of Performance Hurdles.

Settlement

Taxes and Withholding

Adjustment in the Event of Change in Stock or Disaffiliation

receive a one-third of your Award based on each completed twelve-month period (measured successively) of continued service following the grant date. The remaining RSUs covered by your Award shall be forfeited and canceled in their entirety on the date of such Disaffiliation.

Non-Transferability of the RSUs

Until such time as your RSUs are ultimately settled, they shall not be transferable by you by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.

No Rights as a Stockholder

Other Restrictions

Conflicts and Interpretation

Amendment

Data Protection

Section 409A of the Code

Notification of Changes

Any changes to these Terms and Conditions, including Schedule A (or any additional schedules) hereto, shall either be posted on ILG’s intranet and www.benefitaccess.com or communicated (either directly by ILG or indirectly through any of its Subsidiaries or the Agent) to you electronically via e-mail (or otherwise in writing) promptly after such change becomes effective . You are therefore urged to periodically check these Terms and Conditions, especially any schedules, to determine whether any changes have been made.

SCHEDULE A

Adjusted EBITDA Performance Hurdle

for Performance RSU Awards

This award of Performance RSUs will vest on the later of (i) the third anniversary of grant and (ii) the date the Committee certifies the level of Adjusted EBITDA that HRG has achieved during the Measurement Period.

The number of shares to vest shall be based on the aggregate actual Adjusted EBITDA achieved for 2015 -2016 pursuant to the following performance schedule:

ACTUAL ADJUSTED EBITDA PERFORMANCE (Millions)	PAYOUT AS A % OF MAXIMUM NUMBER OF SHARES AVAILABLE TO BE EARNED ASSUMING TARGETED PERFORMANCE OVER 2 —YEAR PERFORMANCE MEASUREMENT PERIOD

Less T — 20%	0	%
T — 20%	50	%
Aggregate Total of the Two Annual Adjusted EBITDA Targets (T)(2)	100	%
T + 20%	150	%
T + 30% and Above	200	%

Payouts for EBITDA amounts between the reference points will be interpolated.

(2) T equals the sum of the individual Adjusted EBITDA targets for calendar years 2015 and 2016 for HRG as established by the Committee, within the initial 90-days of the calendar year, based on HRG’s budgeted Adjusted EBITDA for each such year.

EXHIBIT C

BRANDED RESIDENTIAL SERVICES

1. To the extent reasonably requested by Hyatt, Executive will assist in the performance of the tasks set forth below for the following branded residential projects: Cartagena, Manila, Andaz Maui, Marrakech, Baha Mar, Rio, Serenity Coast, Gurgoan and Escala Lodge:

(a) participate in monthly telephonic conferences with Hyatt and its representatives to discuss status of such projects and any current issues related thereto,

(b) introduce Hyatt’s designated representatives to senior-level employees, personnel, customer, vendors, suppliers, investors, partners, lenders and other contacts associated with such projects and assist in integrating and developing business relationships with such persons,

(c) discuss the day-to-day transactions related to such projects with personnel and representatives of Hyatt and its Affiliates on an ad-hoc basis, and

(d) to the extent any of the foregoing projects remain under development, review project governance documents and generally oversee project governance.

2. For Andaz Maui, Executive shall continue to assist in the management of the applicable Association, including, but not limited to, by reviewing such Association’s budget documents, providing transition training with respect to management of the Association to personnel of Hyatt and its Affiliates and introducing personnel of Hyatt and its Affiliates to relevant business contacts of the Association.

3. To the extent reasonably requested by Hyatt, Executive shall assist with the transition of any leads on potential branded residential transactions to Hyatt or its designee of which the Executive is aware, has been considering or is otherwise engaged in negotiating prior to the Closing Date. Where applicable, such assistance shall include providing Hyatt with detailed summaries of the potential transactions (including party names and identities, valuation and other research materials related to the transaction, any negotiating history, etc.) and introducing Hyatt and its personnel to any applicable field developers, counterparties or persons otherwise involved in the potential transactions (including third-party consultants and service providers), but does not include any obligation to source or pursue new business opportunities.

4. To the extent reasonably requested by Hyatt, Executive shall assist with providing training to personnel of Hyatt and its Affiliates regarding the development of branded residential projects and transactions, including with respect to (a) researching potential transactions or

projects, (b) interacting with the relevant field developers with respect to such projects, (c) valuing any such transactions, (d) administering the timeline for a potential transaction, including all matters typically addressed at a transaction’s kickoff meeting, and administering all announcements or launch events conducted after the project has launched, (e) negotiating and drafting term sheets, rental management agreements, master license agreements, Association agreements and other applicable transaction documents related to such projects, (f) reviewing physical aspects of the project, (g) reviewing the sales and marketing aspects and project governance of the project, (h) administering any operational or management issues related to the project and (i) administering the sales process related to any such project.

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Exhibit 21.1

SUBSIDIARIES OF INTERVAL LEISURE GROUP, INC.
At December 31, 2014

Name		Jurisdiction of Organization

AHR Hospitality Partners, Inc.		Delaware
Aqua Hospitality LLC		Delaware
Aqua Hotels & Resorts, LLC		Hawaii
Aqua Hotels and Resorts, Inc.		Delaware
Aqua Hotels and Resorts Operator, LLC.		Delaware
Aqua Luana Operator. LLC		Hawaii
Aston Hotels & Resorts, LLC		Hawaii
Aston Hotels & Resorts Florida, LLC		Florida
Beach House Development Partnership		Florida
CDP Investors L.P.		Delaware
CDP GP, Inc.		Delaware
Cerromar Development Partners GP, Inc.		Delaware
Cerromar Development Partners LP		Delaware
Diamond Head Management, LLC		Hawaii
Grand Aspen Holdings, L.L.C.		Delaware
Grand Aspen Lodging, L.L.C.		Delaware
Highlands Inn Investors II, L.P.		Delaware
Hotel Management Services, LLC		Hawaii
HT Highlands, Inc.		Delaware
HTS-Beach House, Inc.		Delaware
HTS-Beach House Partner, L.L.C.		Delaware
HTS-BC, L.L.C.		Delaware
HTS-CHC (Sedona), L.L.C.		Delaware
HTS Coconut Point, Inc.		Delaware
HTS Ground Lake Tahoe, Inc.		Delaware
HTS-Key West, Inc.		Delaware
HTS-KW, Inc.		Delaware
HTS-Lake Tahoe, Inc.		Delaware
HTS-Loan Servicing, Inc.		Delaware
HTS-Main Street Station, Inc.		Delaware
HTS-Maui, L.L.C.		Delaware
HTS-San Antonio, Inc.		Delaware
HTS-San Antonio, L.L.C.		Delaware
HTS-San Antonio, L.P.		Delaware
HTS-Sedona, Inc.		Delaware
HTS-Sunset Harbor Partner, L.L.C.		Delaware
HTS-Wild Oak Ranch Beverage L.L.C.		Texas
HTS-Windward Pointe Partner, L.L.C.		Delaware
HVC-Highlands, L.L.C.		Delaware
HV Global Group, Inc.		Delaware
HV Global Management Corporation		Delaware
HV Global Marketing Corporation		Florida
Interval Acquisition Corp.		Delaware
IIC Holdings Incorporated		Delaware
ILG International Holdings, Inc.		Florida
ILG Lux Holdings S.a.r.l.		Luxembourg
ILG Lux Holdings II S.a.r.l.		Luxembourg
ILG Lux Finance S.a.r.l.		Luxembourg

Name		Jurisdiction of Organization

ILG Management, LLC
Intercambios Internacionales de Vacaciones Interval International España SA		Spain
Intercambios Internacionales de Vacaciones S.A. de C.V.		Mexico
Interval Holdings, Inc.		Delaware
Interval International Argentina S.A.		Argentina
Interval International Brasil Serviços Ltda.		Brazil
Interval International de Colombia, S.A.S.		Colombia
Interval International Eastern Canada, Inc.		Canada (Ontario)
Interval International Egypt Ltd.		Egypt
Interval International Finland Oy		Finland
Interval International FZE		United Arab Emirates (Dubai)
Interval International GmbH		Germany
Interval International Greece Ltd.		Greece
Interval International Holdings, LLC		Florida
Interval International Holdings Mexico, S.A. de C.V.		Mexico
Interval International, Inc.		Florida
Interval International India Private Limited		India
Interval International Italia SRL		Italy
Interval International Limited		England and Wales
Interval International Overseas Holdings, LLC		Florida
Interval International Singapore (Pte) Ltd.		Singapore
Interval International South Africa (Pty) Ltd.		South Africa
Interval Leisure Group Management Limited		England and Wales
Interval Leisure Group UK Holdings Limited		England and Wales
Interval Leisure Group UK Holdings (No. 2) Limited		England and Wales
Interval Resort & Financial Services, Inc.		Florida
Interval Servicios de Mexico S.A. de C.V.		Mexico
Interval Software Services, LLC		Florida
Interval Travel Limited		England and Wales
Interval UK Holdings Limited		England and Wales
Interval Vacation Exchange, LLC		Delaware
Intervalo Internacional Prestaçao da Serviços Lda		Portugal
Kai Management Services, LLC		Hawaii
Key Wester Limited		Florida
Management Acquisition Holdings, LLC		Delaware
Maui Condo and Home, LLC		Hawaii
Meragon Financial Services, Inc.		North Carolina
Meridian Financial Services, Inc.		North Carolina
Organización Interval International, C.A.		Venezuela
Owners' Resorts & Exchange, Inc.		Utah
Paradise Vacation Adventures, LLC		Hawaii
REP Holdings, Ltd.		Hawaii
Resort Management Finance Services, Inc.		Florida
RQI Holdings, LLC		Hawaii
Resort Solutions Holdings Limited		England and Wales
Resort Solutions Limited		England and Wales
S.O.I. Acquisition Corp.		Florida
Sunset Harbor Development Partnership		Florida
TA Resort Servicing Mexico, S.A. de C.V.		Mexico
TPI Management—Canada, Inc.		Canada (British Columbia)
Trading Places International, LLC		California
Vacation Resorts International		California

Name		Jurisdiction of Organization

Vacation Ownership Lending GP, Inc.		Delaware
Vacation Ownership Lending L.P.		Delaware
VOL GP, Inc.		Delaware
VOL Investors, L.P.		Delaware
VRI Europe Limited		England and Wales
VRI Management Canarias S.L.		Spain
VRI Management España S.L.		Spain
VRI-ORE, LLC		Utah
Windward Pointe II, L.L.C.		Delaware
Worldex Corporation		Florida
Worldwide Vacation & Travel, Inc.		Florida
XYZII, Inc.		Washington

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Exhibit 21.1

SUBSIDIARIES OF INTERVAL LEISURE GROUP, INC. At December 31, 2014

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements (Form S-3 No. 333-186932 and Form S-8 No.333-188727) of Interval Leisure Group, Inc. and in the related Prospectuses of our reports dated February 27, 2015, with respect to the consolidated financial statements and schedule of Interval Leisure Group, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Interval Leisure Group, Inc. and subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2014.


		/s/ Ernst & Young LLP Certified Public Accountants


Miami, Florida February 27, 2015

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

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Exhibit 31.1

Certification

I, Craig M. Nash, certify that:

1.

I have reviewed this annual report on Form 10-K for the period ended December 31, 2014 of Interval Leisure Group, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated: February 27, 2015		/s/ CRAIG M. NASH Craig M. Nash Chairman, President and Chief Executive Officer

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Exhibit 31.1

Certification

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Exhibit 31.2

Certification

I, William L. Harvey, certify that:

1.

I have reviewed this annual report on Form 10-K for the period ended December 31, 2014 of Interval Leisure Group, Inc.;

2.

3.

4.

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated: February 27, 2015		/s/ WILLIAM L. HARVEY William L. Harvey Chief Financial Officer

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Exhibit 31.2

Certification

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Exhibit 31.3

Certification

I, John A. Galea, certify that:

1.

I have reviewed this annual report on Form 10-K for the period ended December 31, 2014 of Interval Leisure Group, Inc.;

2.

3.

4.

a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b): Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Dated: February 27, 2015		/s/ JOHN A. GALEA John A. Galea Chief Accounting Officer

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Exhibit 31.3

Certification

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Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig M. Nash, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1): the Annual Report on Form 10-K for the period ended December 31, 2014 of Interval Leisure Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2): the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Interval Leisure Group, Inc.


Dated: February 27, 2015		/s/ CRAIG M. NASH Craig M. Nash Chairman, President and Chief Executive Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, William L. Harvey, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1): the Annual Report on Form 10-K for the period ended December 31, 2014 of Interval Leisure Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2): the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Interval Leisure Group, Inc.


Dated: February 27, 2015		/s/ WILLIAM L. HARVEY William L. Harvey Chief Financial Officer

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 32.3

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John A. Galea, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1): the Annual Report on Form 10-K for the period ended December 31, 2014 of Interval Leisure Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2): the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Interval Leisure Group, Inc.


Dated: February 27, 2015		/s/ JOHN A. GALEA John A. Galea Chief Accounting Officer

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Exhibit 32.3

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002