Common use of Additional Borrower Clause in Contracts

Additional Borrower. The Borrower may at any time, upon not less than 30 Business Days’ (or such shorter period as may be reasonably acceptable to the Administrative Agent but in no event less than 10 Business Days’) prior written notice to the Administrative Agent and the Lenders, request that a newly formed Subsidiary of the Borrower (the “Additional Borrower”) which (i) is formed under the laws of any state of the United States of America or the District of Columbia and (ii) upon becoming a Borrower hereunder will own and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received a joinder agreement in form and substance satisfactory to the Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Loan Document; (b) the Administrative Agent shall have received on behalf of the Lenders, the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise in form and substance satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, and Notes executed by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any Notes); (c) no Default or Event of Default shall exist as of the date the Additional Borrower is to become a Borrower, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b), (d) and (e) of Section 12.6., the Lenders and the Issuing Banks hereby consent to the Administrative Agent, on behalf of the Lenders and the Issuing Banks, entering into any amendments to this Agreement and the other Loan Documents necessary or deemed appropriate by the Administrative Agent and the Borrower to effectuate making the Additional Borrower a Borrower under this Agreement and the other Loan Documents.

Additional Borrower. (a) The Borrower Company may at any time, upon not less than 30 Business Days’ by written notice (or such shorter period as may be reasonably acceptable the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event less than 10 Business Days’) prior written notice to shall it exceed the Administrative Agent and the Lenders, request that a newly formed Subsidiary aggregate amount of the Borrower Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “Additional BorrowerHGVJ Amendment”) which to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) is formed under after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the laws conditions of any state of the United States of America or the District of Columbia Sections 4.02(i) and (ii) upon becoming a Borrower hereunder will own being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of (ii) the aggregate ordinary voting power represented receipt by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received a joinder agreement in form and substance satisfactory to the Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Loan Document; (b) the Administrative Agent shall have received on behalf of the Lenders, the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel counsel, documentation and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise in form and substance satisfactory to the Administrative Agent, as may be reasonably information (including a Beneficial Ownership Certification) required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, and Notes executed by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any Notes); (c) no Default or Event of Default shall exist as of the date the Additional Borrower is to become a Borrower, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26PATRIOT Act, 2001)) and other documents or information, in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b)each case, (d) as may be requested by and (e) of Section 12.6.in form, the Lenders content and the Issuing Banks hereby consent scope reasonably satisfactory to the Administrative AgentAgent or each HGVJ Revolving Credit Lender, on behalf and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the Lenders HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the Issuing Banksaggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) The HGVJ Amendment may, entering into without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or deemed appropriate by appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Company, to effectuate making effect the Additional Borrower a Borrower under provisions of this Agreement Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the other Loan Documentsjurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement.

Additional Borrower. The 19.18.1 If the Permitted Scheme has been effected by way of a Permitted HoldCo Scheme, the Original Borrower may at any timemay, upon by not less than 30 Business 10 Banking Days’ (or such shorter period as may be reasonably acceptable to the Administrative Agent but in no event less than 10 Business Days’) prior written notice to the Administrative Agent, notify the Agent and (which shall promptly notify the Lenders, ) of its intention to request that a newly formed Subsidiary of the HoldCo becomes an Additional Borrower pursuant to this clause 19.18 (the “Additional Borrower”). If the Permitted Scheme has been effected by way of a Permitted Intermediate HoldCo Scheme, the Original Borrower may, by not less than 10 Banking Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) which (i) is formed under the laws of any state of the United States of America or the District of Columbia and (ii) upon becoming a Borrower hereunder will own and Control, directly or indirectly through one or more its intention to request that Intermediate Subsidiaries, a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The HoldCo becomes an Additional Borrower pursuant to this clause 19.18 (Additional Borrower). HoldCo or Intermediate HoldCo (as the case may be) shall not be permitted to become a an Additional Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfiedif: (a) HoldCo or Intermediate HoldCo (as the Administrative case may be) delivers to the Agent shall have a duly completed and executed Deed of Borrower Accession; (b) the Original Borrower confirms that no Default is continuing or would occur as a result of HoldCo or Intermediate HoldCo (as the case may be) becoming an Additional Borrower; and (c) the Agent has received a joinder agreement all of the documents and other evidence listed in Schedule 9 (Documents and evidence to be delivered by the Additional Borrower) in relation to the Additional Borrower, each in form and substance satisfactory to the Administrative Agent. 19.18.2 The Agent pursuant to which shall notify the Additional Borrower joins this Agreement as a Original Borrower and becomes a party to any other applicable Loan Document; the Lenders promptly upon being satisfied that it has received (b) the Administrative Agent shall have received on behalf of the Lenders, the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise in form and substance satisfactory to it) all the Administrative Agent, as may documents and other evidence listed in Schedule 9 (Documents and evidence to be reasonably required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, and Notes executed delivered by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any NotesBorrower); (c) no Default or Event of Default shall exist as of the date the Additional Borrower is to become a Borrower, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b), (d) and (e) of Section 12.6., the Lenders and the Issuing Banks hereby consent to the Administrative Agent, on behalf of the Lenders and the Issuing Banks, entering into any amendments to this Agreement and the other Loan Documents necessary or deemed appropriate by the Administrative Agent and the Borrower to effectuate making the Additional Borrower a Borrower under this Agreement and the other Loan Documents.

Additional Borrower. (c) The parties hereto contemplate that The Aust▇▇ ▇▇▇pany may become a Revolving Loan Borrower may at any timehereunder, upon not less than 30 Business Days’ (or such shorter period as and that certain Accounts of The Aust▇▇ ▇▇▇pany under future Deferred Billing Option Programs and certain Inventory of The Aust▇▇ ▇▇▇pany held for sale through its mail order catalogs may be reasonably acceptable considered by Lender to be Eligible Deferring Billing Receivables and Eligible Inventory, respectively, conditioned upon the Administrative Agent but in no event less than 10 Business Days’) prior written notice to the Administrative Agent and the Lenders, request that a newly formed Subsidiary of the Borrower (the “Additional Borrower”) which following: (i) is formed under Lender shall have determined, after a field examination of Aust▇▇ ▇▇▇ducted by Lender at Revolving Loan Borrowers' expense (including payment by Revolving Loan Borrowers of per diem charges of Six Hundred Dollars ($600.00) per person per day plus reimbursement of out-of-pocket expenses) (A) that such Accounts and such Inventory of The Aust▇▇ ▇▇▇pany meet Lender's criteria for Eligible Deferred Billing Receivables and Eligible Inventory, respectively, and (B) that the laws results of any state such field examination of the United States of America or the District of Columbia Aust▇▇, ▇▇s property, business and operations are in all other respects satisfactory to Lender; (ii) upon becoming a Borrower hereunder will own and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfied: (a) the Administrative Agent Lender shall have received a joinder agreement current Appraisal with respect to the Inventory of The Aust▇▇ ▇▇▇pany, prepared at Revolving Loan Borrowers' expense by the Appraiser in form, scope and methodology acceptable to Lender and addressed to Lender or upon which Lender is expressly permitted to rely, that is satisfactory to Lender and will enable Lender to calculate the Net Orderly Liquidation Value of such Inventory and the Net OLV Percentage with respect thereto; (iii) The Aust▇▇ ▇▇▇pany shall have executed and delivered to and in favor of Lender such documents and instruments as Lender requires in order for The Aust▇▇ ▇▇▇pany (A) to become a Revolving Loan Borrower hereunder by, inter alia, assuming the Obligations of a Revolving Loan Borrower hereunder, making the representations, warranties and covenants of the Borrowers hereunder in favor of Lender and granting Lender a security interest in and lien upon its Collateral and (B) to guarantee payment to Lender of the Obligations of all other Borrowers, all in form and substance satisfactory to the Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Loan DocumentLender; (biv) Aust▇▇ ▇▇▇dings Inc. shall become a Guarantor hereunder with respect to the Administrative Agent Obligations to Lender of The Aust▇▇ ▇▇▇pany and all other Borrowers, and shall have received on behalf executed and delivered to and in favor of the LendersLender such guaranties, the Issuing Banks security agreements, mortgages, documents and the other Secured Parties such supporting resolutionsinstruments as are required to be delivered by a Guarantor under Sections 4.2 and 4.3 hereof, incumbency certificates, opinions of counsel and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise all in form and substance satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, and Notes executed by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any Notes)Lender; (cv) no Default Each other Borrower and Guarantor shall have executed and delivered to Lender a supplemental or Event amended Guarantee with respect to the Obligations to Lender of Default shall exist as The Aust▇▇ ▇▇▇pany; (vi) Aust▇▇ ▇▇▇ll deliver or cause to be delivered to and in favor of Lender, all agreements, documents and instruments, including, without limitation, agreements, documents and instruments executed by third parties, of the date kinds required to be delivered by Borrowers and Guarantors under Section 3.1 hereof, and such other agreements, documents and instruments from Aust▇▇ ▇▇▇ third parties as Lender requires to perfect and protect Lender's interests in the Additional Borrower is to become a Borrower, or would exist immediately after giving effect Collateral and Guarantor Collateral of Aust▇▇ ▇▇▇ its rights thereto; (vii) Lender shall have received Secretary's Certificates of Directors' Resolutions with Shareholders' Consent evidencing the adoption and subsistence of corporate resolutions approving the execution, delivery and performance by Aust▇▇ ▇▇▇ the other Borrowers and Guarantors of the agreements, documents and instruments to be delivered pursuant to this Section 2.11, together with such opinions of counsel to Aust▇▇, ▇▇rrowers and Guarantors with respect thereto, addressed to Lender as Lender shall reasonably require, all in form and substance and satisfactory to Lender; and (viii) No Event of Default or Incipient Default shall have occurred, after giving effect to the assumption of Obligations, representations, warranties and covenants made by Aust▇▇ ▇▇ provided above. (d) Notwithstanding the representations and warranties made or deemed made by foregoing, Lender shall have, at all times, the Borrower and each other Loan Party in the Loan Documents rights (i) to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects determine those portions (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsif any) on and as of the date the Additional Borrower is to become a Borrower with the same force Accounts and effect as if made on Inventory of The Aust▇▇ ▇▇▇pany that are and as of such date except remain Eligible Deferred Billing Receivables or Eligible Inventory, respectively, pursuant to the extent that other provisions of this Agreement, (ii) to establish sublimits for Revolving Loans and/or Letter of Credit Accommodations requested by The Aust▇▇ ▇▇▇pany, (iii) to determine initially whether the Inventory Loan Formula and the Accounts Loan Formula, or some lesser percentage(s), shall apply to The Aust▇▇ ▇▇▇pany (and thereafter to adjust such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectspercentage(s) on and as of such earlier datepermitted herein) and except for changes (iv) to establish initially such availability reserves as Lender shall require in factual circumstances specifically respect of The Aust▇▇ ▇▇▇pany and expressly thereafter to establish and adjust additional availability reserves as permitted under the Loan Documents;herein. (e) the Administrative Agent Nothing set forth in this Section 2.11 shall have received an officer’s certificate from an appropriate officer in any manner be construed to limit or impair any other rights or remedies of Lender hereunder or under any of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b), (d) and (e) of Section 12.6other Financing Agreements., the Lenders and the Issuing Banks hereby consent to the Administrative Agent, on behalf of the Lenders and the Issuing Banks, entering into any amendments to this Agreement and the other Loan Documents necessary or deemed appropriate by the Administrative Agent and the Borrower to effectuate making the Additional Borrower a Borrower under this Agreement and the other Loan Documents.

Additional Borrower. (a) The Borrower Company may at any time, upon not less than 30 Business Days’ (or such shorter period as may be reasonably acceptable to the Administrative Agent but in no event less than 10 Business Days’) prior by written notice to the Administrative Agent and the Lenders, request that a newly formed Subsidiary of the Borrower (the “Additional BorrowerHGVJ Request”) which (i) is formed under the laws of any state of the United States of America or the District of Columbia and (ii) upon becoming a Borrower hereunder will own and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received a joinder agreement in form and substance satisfactory to the Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Loan Document; (b) the Administrative Agent shall have received on behalf of the Lenders, the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise in form and substance satisfactory to the Administrative Agent, as may request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be reasonably required provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent or no later than 15 Business Days upon receipt of such notice from the Required Lenders Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in connection with no event shall it exceed the Additional Borrower becoming a Borrower hereunderaggregate amount of the Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and Notes not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “HGVJ Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Additional Borrower Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (except each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the case event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) after giving effect to such HGVJ Amendment and any Lender that has notified the Administrative Agent that it elects not to receive any Notes);Credit Extensions (c) no Default The HGVJ Amendment may, without the consent of any other Agent or Event of Default shall exist as of the date the Additional Borrower is to become a BorrowerLender, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b), (d) and (e) of Section 12.6., the Lenders and the Issuing Banks hereby consent to the Administrative Agent, on behalf of the Lenders and the Issuing Banks, entering into any amendments to this Agreement and the other Loan Documents as may be necessary or deemed appropriate by appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Company, to effectuate making effect the Additional Borrower a Borrower under provisions of this Agreement Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the other Loan Documentsjurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement.

Additional Borrower. The In the event that Holdings shall become the owner of all of the Equity Interests of Lion, or shall after the Amendment No. 1 Effective Date, acquire sufficient additional Equity Interests in Lion to cause the shareholders of Lion to approve the joinder of Lion as a Borrower may under the Credit Agreement, at any timethe request of Administrative Borrower, upon not less than 30 Business Days’ Lion shall become a Borrower under the Credit Agreement; provided, that (or such shorter period as may be reasonably acceptable to the Administrative Agent but a) in no event less than 10 Business Days’) prior written notice to shall any assets or properties of Lion be treated by Agent, Co-Collateral Agents or Lenders as eligible for inclusion in the Administrative Borrowing Base under the Loan Documents unless and until the applicable eligibility criteria set forth in this Agreement shall have been satisfied as determined by Agent and in accordance with the Lenders, request that a newly formed Subsidiary terms of the Borrower (the “Additional Borrower”) which (i) is formed under the laws of any state of the United States of America or the District of Columbia Credit Agreement and (ii) upon becoming a Borrower hereunder will own and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received conducted due diligence, including, but not limited to, a joinder agreement field examination, site visit, anti-terrorism and anti-money laundering compliance, and review of books and records in respect thereof and determined that all of the foregoing are in form and substance satisfactory to the Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Loan Document; in its Permitted Discretion, (b) the Administrative Loan Parties shall cause Lion to provide to Agent a joinder to the Credit Agreement and the Security Agreement, together with such other security documents, agreements, instruments, documents, amendments, opinion letters, lien searches and insurance certificates as Agent may reasonably request (and Agent shall have received on behalf of the Lendersfile appropriate financing statements), the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise all in form and substance satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, assets of Lion and Notes executed by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any Notes); (c) no Default or Event of Default shall exist as of the date the Additional Borrower is to become a Borrower, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred received, in form and substance satisfactory to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b), (d) and (e) of Section 12.6., the Lenders and the Issuing Banks hereby consent to the Administrative Agent, on behalf of all releases, terminations and such other documents as Agent may request to evidence and effectuate the Lenders and the Issuing Banks, entering into any amendments to this Agreement and the other Loan Documents necessary or deemed appropriate termination by the Administrative Agent and the Borrower existing lenders to effectuate making the Additional Borrower a Borrower under this Agreement and the other Loan DocumentsLion of their respective financing arrangements with Lion.

Additional Borrower. (a) The Borrower Company may at any time, upon not less than 30 Business Days’ by written notice (or such shorter period as may be reasonably acceptable the “HGVJ Request”) to the Administrative Agent, request that Hilton Grand Vacations Japan, LLC (“HGVJ”) become a borrower with respect to any or all of the Revolving Credit Commitments (the “HGVJ Revolving Credit Sub-Facility”; the commitments thereunder, the “HGVJ Revolving Credit Commitments”). The Administrative Agent shall promptly, but no later than 10 Business Days upon receipt of such notice from the Company deliver a copy of such notice to each of the Lenders. Any such HGVJ Revolving Credit Sub-Facility shall be provided by existing Revolving Credit Lenders who consent thereto by notice to the Company and the Administrative Agent no later than 15 Business Days upon receipt of such notice from the Administrative Agent, but no such existing Revolving Credit Lender will have an obligation to make available any HGVJ Revolving Credit Commitment. Any Defaulting Lender and any Revolving Credit Lender that does not affirmatively respond to the HGVJ Request within such 15 Business Days shall be deemed to have not consented to make available any such HGVJ Revolving Credit Commitments. The size of the HGVJ Revolving Credit Sub-Facility shall be as agreed by the HGVJ Revolving Credit Lenders, the Administrative Agent, HGVJ and the Company (but in no event less than 10 Business Days’) prior written notice to shall it exceed the Administrative Agent and the Lenders, request that a newly formed Subsidiary aggregate amount of the Borrower Revolving Credit Commitments as of such date). The HGVJ Revolving Credit Sub-Facility shall have the same terms and conditions as and be part of, and not in addition to, the Revolving Credit Facility. (b) The HGVJ Revolving Credit Sub-Facility shall be effected under this Agreement pursuant to an amendment (the “Additional BorrowerHGVJ Amendment”) which to this Agreement and, as appropriate, the other Loan Documents, executed by HGVJ, the Company and each other Loan Party, each existing Revolving Credit Lender who affirmatively consents in writing to make available such HGVJ Revolving Credit Commitment (each, an “HGVJ Revolving Credit Lender”), and the Administrative Agent. Such HGVJ Amendment shall contain a Guaranty by the Company of the Obligations of HGVJ under the Loan Documents, prepayment mechanisms in the event that Revolving Credit Loans to HGVJ exceed the aggregate HGVJ Revolving Credit Commitments, amendments to the “Pro Rata Share” definition, if needed, to disregard borrowings under the HGVJ Revolving Credit Sub-Facility and collateral allocation mechanisms substantially in the form attached hereto as Schedule 2.18, and the effectiveness of such HGVJ Amendment shall be subject to (i) is formed under after giving effect to such HGVJ Amendment and any Credit Extensions contemplated in connection therewith, the laws conditions of any state of the United States of America or the District of Columbia Sections 4.02(i) and (ii) upon becoming a Borrower hereunder will own being satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such HGVJ Amendment) and Control, directly or indirectly through one or more Intermediate Subsidiaries, a majority of (ii) the aggregate ordinary voting power represented receipt by the issued and outstanding Equity Interests of each of the Guarantors, be permitted to become a co-borrower hereunder with authority to borrow Loans and request Letters of Credit. The Additional Borrower shall not be permitted to become a Borrower hereunder or to borrow Loans or request Letters of Credit until the following conditions precedent have been satisfied: (a) the Administrative Agent shall have received a joinder agreement in form and substance satisfactory to the Administrative Agent pursuant to which the Additional Borrower joins this Agreement as a Borrower and becomes a party to any other applicable Loan Document; (b) the Administrative Agent shall have received on behalf of the Lenders, the Issuing Banks and the other Secured Parties such supporting resolutions, incumbency certificates, opinions of counsel counsel, documentation and other documents or information, substantially similar in form to the same delivered in connection with the closing of this Agreement or otherwise in form and substance satisfactory to the Administrative Agent, as may be reasonably information (including a Beneficial Ownership Certification) required by the Administrative Agent or the Required Lenders in connection with the Additional Borrower becoming a Borrower hereunder, and Notes executed by the Additional Borrower (except in the case of any Lender that has notified the Administrative Agent that it elects not to receive any Notes); (c) no Default or Event of Default shall exist as of the date the Additional Borrower is to become a Borrower, or would exist immediately after giving effect thereto; (d) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall, assuming the Additional Borrower has become a Borrower, be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date the Additional Borrower is to become a Borrower with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (e) the Administrative Agent shall have received an officer’s certificate from an appropriate officer of the Borrower certifying the matters referred to in the immediately preceding clauses (c) and (d); and (f) the Administrative Agent and each Lender shall have received all information requested by them in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26PATRIOT Act, 2001)) and other documents or information, in connection with the Additional Borrower becoming a Borrower hereunder. Subject to the limitations of subsections (b)each case, (d) as may be requested by and (e) of Section 12.6.in form, the Lenders content and the Issuing Banks hereby consent scope reasonably satisfactory to the Administrative AgentAgent or each HGVJ Revolving Credit Lender, on behalf and Notes signed by HGVJ to the extent any such HGVJ Revolving Credit Lenders so require. Before and after giving effect to the HGVJ Amendment and the effectiveness of the Lenders HGVJ Revolving Credit Commitments thereunder, in no event shall (i) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans exceed such Lender’s Revolving Credit Commitment, (ii) the aggregate Revolving Credit Loans of the Lenders, plus the Outstanding Amount of all L/C Obligations, plus the Outstanding Amount of all Swing Line Loans exceed such the aggregate Revolving Credit Commitments and (iii) the Issuing Banksaggregate Outstanding Amount of Revolving Credit Loans and L/C Obligations denominated in Yen exceed the Yen Sublimit. (c) The HGVJ Amendment may, entering into without the consent of any other Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or deemed appropriate by appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section 2.18, including to incorporate terms, conditions and provisions relating to local law requirements based on the jurisdiction of organization of HGVJ (including customary provisions with respect to Japanese Anti-Social Forces); provided that HGVJ will use the proceeds of the HGVJ Revolving Credit Commitments for any purpose not prohibited by this Agreement. (d) If HGVJ becomes a “Borrower” pursuant to this Section 2.18, such Borrower shall irrevocably appoint the Company as its agent for all purposes relevant to effectuate making the Additional Borrower a Borrower under this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto and (iii) the receipt of the proceeds of any Loans made by the Lenders to HGVJ hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not HGVJ joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to HGVJ.