Project Odyssey Commitment Letter

Exhibit 10.1

EXECUTION VERSION

March 10, 2021

Hilton Grand Vacations Borrower LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

Orlando, FL 32839

Attention: ▇▇▇ ▇▇▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer

Project Odyssey

Commitment Letter

Ladies and Gentlemen:

Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Company” or “you”), has advised Bank of America, N.A. (“BANA”), BofA Securities, Inc. (or any of its designated affiliates, “BofA Securities” and, together with BANA, “Bank of America”), Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank AG Cayman Islands Branch (“DBCI” and, together with DBSI, “Deutsche Bank”) and Barclays Bank PLC (“Barclays” and, together with Bank of America, Deutsche Bank and any other financial institution that becomes a Commitment Party as set forth in Section 1 below, the “Commitment Parties”, “we” or “us”) that the Company desires to consummate the Transactions (as defined in Exhibit A hereto (such exhibit, the “Transactions Description”)). Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to them in the Exhibits (as defined below) hereto.

Upon the terms and subject only to the conditions described in this letter agreement and the attached Exhibit A, Exhibit B, Exhibit C, Exhibit D and Exhibit E (collectively, the “Exhibits” and, together with this letter agreement, the “Commitment Letter”), each of BANA, DBCI and Barclays is pleased to inform you of its commitment to provide (i) an amount equal to 35.0%, 32.5% and 32.5%, respectively of the Senior Unsecured Bridge Facility, (ii) an amount equal to 35.0%, 32.5% and 32.5%, respectively of the Term Facility and (iii) an amount equal to 35.0%, 32.5% and 32.5%, respectively of the Revolving Facility (each of BANA, DBCI and Barclays, together with any other financial institution that becomes an Initial Lender as set forth in Section 1 below, an “Initial Lender” and, collectively in such capacities, the “Initial Lenders”). The Senior Unsecured Bridge Facility and the Senior Facilities are collectively the “Facilities”.

Section 1. Title and Roles.

You hereby appoint (i) each of BofA Securities, DBSI and Barclays and each of BofA Securities, DBSI and Barclays hereby agrees to act, as a bookrunner and a lead arranger with respect to the Senior Unsecured Bridge Facility, the Senior Facilities and the Amendment (in such capacities, and together with other Additional Arrangers appointed in accordance with this Section 1, an “Arranger” and, collectively in such capacities, the “Arrangers”) and (ii) BANA to act, and BANA hereby agrees to act, as sole administrative agent with respect to the Senior Facilities (in such capacities, the “Senior Facilities Agent”) and DBCI to act, and DBCI hereby agrees to act, as sole administrative agent with respect to the Senior Unsecured Bridge Facility (in such capacities, the “Bridge Facility Agent”; together with the Senior

Facilities Agent, the “Agents”), in each case upon the terms and subject to the conditions described in this Commitment Letter. You agree that no additional agents, co-agents, bookrunners, lead arrangers or co-managers will be appointed, or other titles conferred, and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any other person in order to obtain commitments to any Facility or in connection with the Amendment unless you and the Commitment Parties as of the date hereof shall so agree. BofA Securities will have primary authority for managing the syndication of the Senior Facilities and the arrangement of the Amendment and BofA Securities shall have “left side” placement in any and all marketing materials or other documentation used in connection with the Senior Facilities and the Amendment and shall hold the leading role and responsibilities conventionally associated with such “left” placement. DBSI will have primary authority for managing the syndication of the Senior Unsecured Bridge Facility and DBSI shall have “left side” placement in any and all marketing materials or other documentation used in connection with the Senior Unsecured Bridge Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement. At any time within 15 business days after the date of your acceptance of this Commitment Letter, you may appoint additional co-managers, agents, co-agents, arrangers, bookrunners or confer other titles in respect of the Facilities and the Amendment (each such party, an “Additional Arranger”) and may allocate to such Additional Arrangers up to 36.5% of the commitments of the Commitment Parties hereunder with respect to the Facilities on a pro rata basis (and thereafter, such financial institution shall constitute a “Commitment Party” and “Initial Lender” hereunder) and corresponding compensatory economics in connection with each Facility to such other persons. Notwithstanding anything in Section 1 to the contrary, the commitments of, and economics allocated to, the Initial Lenders with respect to each Facility will be permanently reduced by the amount of the commitments of, and economics allocated to, such appointed entities (or their affiliates) in respect of such Facility, with such reduction allocated to reduce the commitments of, and economics allocated to, the Initial Lenders in respect of such Facility (excluding any Initial Lenders that becomes a party hereto pursuant to this section) on a pro rata basis. It is agreed and understood that this Commitment Letter shall not constitute a commitment to provide or consent to the Amendment and that no assurance can be given that the Amendment will be obtained.

Section 2. Syndication.

The Commitment Parties reserve the right, prior to and/or after the execution of the definitive documentation (including any ancillary agreements, certificates or other documents delivered in connection therewith) with respect to any Facility (collectively, the “Operative Documents” with respect to such applicable Facility), to syndicate all or a portion of their commitments under such Facility to one or more other banks, financial institutions, investors and other lenders identified by us in consultation with you and subject to your consent (such consent not to be unreasonably withheld, conditioned or delayed) (the lenders providing the Facilities, together with the Initial Lenders, are collectively referred to herein as the “Lenders”). Subject to the foregoing, the Arrangers will manage all aspects of the syndication of each Facility in consultation with the Company, including the timing of the commencement of syndication efforts, the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of Lenders and the allocation of commitments among the Lenders, and will manage all aspects of the efforts to request approval by the requisite lenders under the Existing Credit Agreement with respect to the Amendment.

Without limiting your obligations to assist with syndication efforts (which for purposes of this Commitment Letter shall include efforts relating to request approvals of the Amendment by the requisite lenders under the Existing Credit Agreement) as set forth herein, it is understood that our commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, any Facility and in no event shall the commencement or successful completion of syndication of any Facility or obtaining the necessary consents for the Amendment, nor the obligation to assist with

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syndication efforts as set forth herein, constitute a condition to the commitment hereunder or the funding of any Facility on the date of the consummation of the Acquisition and the initial funding under the Facilities and/or the issuance of the Senior Unsecured Notes (the date of such consummation and funding and/or issuance, the “Closing Date”). The Arrangers may commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts it is the Arrangers’ intent to have Lenders commit to each Facility prior to the Closing Date. Until the earlier of (i) the 45^th day following the Closing Date and (ii) the date upon which the Facilities are Successfully Syndicated (such earlier date, the “Syndication Date”), the Company hereby agrees to use its commercially reasonable efforts to assist (and, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, to use its commercially reasonable efforts to cause the Target and its affiliates to assist) us in achieving a syndication that is reasonably satisfactory to us and you. “Successfully Syndicated” means with respect to each of the Senior Unsecured Bridge Facility and the Term Facility, the Initial Lenders’ commitments and loans thereunder are reduced to $0 (“Successful Syndication” has a correlative meaning). In addition, the Company hereby agrees to assist the Arrangers in soliciting and obtaining the requisite approval from the lenders under the Existing Credit Agreement with respect to the Amendment. The Company’s assistance in achieving such syndication of the Facilities and approval of the Amendment shall include but not be limited to: (i) making appropriate members of the senior management, representatives and advisors of the Company (and, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, appropriate members of the senior management, representatives and advisors of the Target) available to participate in informational meetings (or a conference call in lieu of any such meeting) with potential Lenders and/or ratings agencies at such times and locations mutually agreed upon by the Company with the Arrangers; (ii) using your commercially reasonable efforts to ensure that the syndication efforts benefit from the existing lending relationships of the Company (and, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, the Target); (iii) assisting (and, to the extent practical and appropriate and in all instances not in contravention of the terms of the Acquisition Agreement as in effect on the date hereof, causing the Target to assist) in the preparation of a customary confidential information memorandum for each Facility and other customary marketing materials to be used in connection with the syndication of each Facility and the Amendment; (iv) the hosting, with the Arrangers, of a reasonable number of meetings or conference calls of prospective Lenders at such at times and locations mutually agreed upon by the Company with the Arrangers and (v) using your commercially reasonable efforts (A) to procure a rating of the Senior Unsecured Bridge Facility, the Senior Unsecured Notes and the Term Facility by ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a division of S&P Global, Inc. (“S&P”), prior to the date of the bank meeting in connection with the Term Facility (but no specific rating) and (B) to maintain your corporate family rating or corporate rating, as applicable, from each of Moody’s and S&P (but no specific rating). Notwithstanding the foregoing or anything else to the contrary (but without limiting the Exclusive Funding Conditions), it is understood and agreed that you have no obligation hereunder to make available to us any documentation or information (i) subject to confidentiality obligations binding upon you, Hilton Grand Vacations Inc. (“HGVI”) or Hilton Grand Vacations Parent LLC, the direct parent company of the Company (“Holdings”) (in each case, not entered into in contemplation hereof) or (ii) subject to applicable attorney-client privilege; provided, you will use commercially reasonable efforts to notify us if any material documentation and information is being so withheld and provide a general description of such withheld documentation or information, in each case, to the extent permitted under the applicable obligation of confidentiality or privilege. Without limiting any of the Exclusive Funding Conditions and without limiting your obligations to assist with syndication efforts as set forth herein, (i) none of the foregoing shall constitute a condition to the commitments hereunder or the funding of any Facility on the Closing Date, (ii) neither the commencement nor the completion of the syndication of any Facility shall constitute a condition to the commitments hereunder or the funding of any Facility on the Closing Date and (iii) unless you otherwise agree in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments under each Facility, including all

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rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. You hereby authorize the Arrangers to download copies of your trademark logos from your websites and post copies thereof on the Platform (as defined below) established by the Arrangers to syndicate the Facilities and request approval of the Amendment and use the logos on any confidential information memoranda, presentations and other marketing materials prepared in connection with the syndication of the Facilities or the approval of the Amendment or in any advertisements to which you consent that any Arranger may place after the Closing Date in financial and other newspapers and journals, or otherwise, at its own expense describing its services to the Company hereunder.

You acknowledge that (i) the Arrangers may make available the Company Materials on a confidential basis to potential Lenders by posting the Company Materials on Intralinks, SyndTrak Online, Debtdomain, the internet, email and/or similar electronic transmission systems (the “Platform”) and (ii) certain of the potential Lenders may be public side Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to you, your subsidiaries, HGVI, Holdings, the Target or their respective subsidiaries or any securities of any thereof) (each, a “Public Lender”). You agree that (A) at the request of the Arrangers, you will assist us in preparing a version of the confidential information memorandum and lender presentation (the “Company Materials”) to be provided to potential Lenders that does not contain any material non-public information concerning you, your subsidiaries, HGVI, Holdings, the Target or their respective subsidiaries or of the securities of any thereof for purposes of United States federal and state securities laws (any such information, “MNPI”, and any Company Materials that contains MNPI is referred to as “Private-Side Materials”); (B) all Private-Side Materials will be clearly and conspicuously marked “Private, contains Material Non-Public Information”; (C) if any Company Materials are not so marked, except to the extent you notify us to the contrary and provided that you shall have been given a reasonable opportunity to review such documents, you will be deemed to have authorized the Arrangers and the proposed Lenders to treat such Company Materials as not containing any MNPI; (D) all Company Materials not marked “Private, contains Material Non-Public Information” are permitted to be made available through a portion of the Platform designated “Public Lender” and (E) you shall provide us with customary authorization letters for inclusion in the Company Materials that contain a customary 10b-5 representation and represent that any Company Materials with respect to the Company not marked “Private, contains Material Non-Public Information” do not include MNPI with respect to the Company and exculpate you, us and our respective affiliates with respect to any liability related to the use or misuse of the contents of the Company Materials by the recipients thereof. The Arrangers agree to treat any Company Materials that are marked “Private, contains Material Non-Public Information” as being suitable only for posting on a portion of the Platform not designated “Public Lender”. To ensure an orderly and effective syndication of each Facility, the Company agrees that, until the Syndication Date, the Company will not, and will not permit any of its subsidiaries to (and will use its commercially reasonable efforts to not permit the Target or any of its subsidiaries to) syndicate, issue, place or arrange any debt facility or debt security (excluding the Senior Unsecured Bridge Facility and/or the Senior Unsecured Notes and/or the Senior Facilities) without the prior written consent of the Arrangers if such syndication, issuance, placement or arrangement could reasonably be expected to materially and adversely impair the primary syndication of the Senior Unsecured Bridge Facility and/or the Senior Unsecured Notes and/or the Term Facility (it being understood that (A) the incurrence of the Facilities and the consummation of the Amendment, (B) indebtedness of the Company and its subsidiaries incurred in the ordinary course of business, including short term debt for working capital, capital leases, purchase money debt, equipment financings and ordinary course of business letter of credit facilities, (C) any indebtedness of the Target and its subsidiaries permitted under the Acquisition Agreement as in effect on the date hereof (including any warehouse facilities or asset-backed securitizations) and (D) other indebtedness to be agreed among you and the Arrangers shall not be subject to this provision).

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Section 3. Conditions.

The commitments of each Commitment Party hereunder to fund its respective portion of the Facilities on the Closing Date and the agreements of each of the Arrangers to perform the services described herein are subject solely to the satisfaction (or waiver by each of the Commitment Parties) of the following conditions precedent: (a) since the Agreement Date (as defined in the Acquisition Agreement) no Company Material Adverse Effect (as defined below), has occurred and is continuing, (b) subject to the Limited Conditionality Provisions (as defined below), the execution and delivery of the Operative Documents in respect of the Facilities on the terms set forth in this Commitment Letter (it being understood and agreed that each party hereto will negotiate such additional terms in good faith to finalize such Operative Documents and that the terms of such Operative Documents shall not impair the availability of the Facilities on the Closing Date if the Limited Conditionality Provisions are satisfied) and (c) the satisfaction (or waiver by each of the Commitment Parties) of the other conditions set forth in Exhibit E hereto (clauses (a), (b) and (c) collectively, the “Exclusive Funding Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder in respect of the Facilities other than the Exclusive Funding Conditions (and upon satisfaction or waiver of the Exclusive Funding Conditions, the initial funding under the Facilities shall occur). For purposes of this Commitment Letter, “Company Material Adverse Effect” shall have the meaning assigned to “Company Material Adverse Effect” in the Acquisition Agreement as in effect on the date hereof.

Notwithstanding anything set forth in this Commitment Letter, the Fee Letter or the Operative Documents, or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties, the accuracy of which shall be a condition to availability of the Facilities on the Closing Date, shall be (x) such of the representations and warranties made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders or the Arrangers (in their capacities as such), but only to the extent that the Company has the right (taking into account any applicable cure provisions) to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of any of such representations and warranties (to such extent, the “Acquisition Agreement Representations”) and (y) the Specified Representations (as defined below) made by the Company and the Guarantors in the Operative Documents and (ii) the terms of the Operative Documents shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the Exclusive Funding Conditions are satisfied (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (1) the pledge and perfection of the security interest in the certificated equity interests of the Company and each of its wholly owned material U.S. restricted subsidiaries (to the extent required by Exhibit C) (provided that, to the extent you have used commercially reasonable efforts to procure the delivery thereof prior to the Closing Date, certificated equity interests of the subsidiaries of the Target, to the extent required by Exhibit C, will only be required to be delivered and/or perfected on the Closing Date pursuant to the terms set forth above if such certificated equity interests are received from the Target) and (2) other assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed (but, in any event, not earlier than 90 days after the Closing Date or such longer period as may be agreed by the Senior Facilities Agent) by the Senior Facilities Agent and the Company acting reasonably). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Operative Documents (with respect to the Company and the Guarantors) relating to the legal existence of the Company and the Guarantors; power and authority, due authorization, execution, delivery and validity, in each case, related to the entering into, borrowing under, guaranteeing under, performance of and granting of security interests in the collateral pursuant to, the Operative Documents; the enforceability of the Operative Documents against the Company and each Guarantor; the execution and performance of the Operative Documents by the Company and each Guarantor not

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conflicting with or violating the Company’s or any Guarantor’s organizational documents; Federal Reserve margin regulations; the Investment Company Act of 1940, as amended; solvency of the Company and its subsidiaries on a consolidated basis as of the Closing Date after giving effect to the Transactions; creation, validity, perfection and priority (subject to customary permitted liens) of security interests in the Collateral; USA PATRIOT Act; and use of the proceeds of the applicable Facility not violating laws applicable to sanctioned persons and laws and regulations promulgated by OFAC, anti-money laundering laws or the Foreign Corrupt Practices Act. The provisions of this paragraph are referred to as the “Limited Conditionality Provisions”. Without limiting the conditions precedent provided herein for availability of the Facilities on the Closing Date, the Arrangers will cooperate with you as reasonably requested in coordinating the timing and procedures for the funding of the Facilities in a manner consistent with the Acquisition Agreement.

Section 4. Commitment Termination.

Each Commitment Party’s commitment hereunder and the other obligations set forth in this Commitment Letter will terminate on the earliest of: (a) the consummation of the Acquisition with or without the funding of any Facility; (b) five business days after the Termination Date (as defined in the Acquisition Agreement is in effect on the date hereof); and (c) the date the Acquisition Agreement is terminated (such earliest date, the “Commitment Termination Date”). In addition, each Commitment Party’s commitment hereunder and the other obligations set forth in this Commitment Letter with respect to the Revolving Facility will terminate on the date when the administrative agent under the Existing Credit Agreement has received the requisite lenders’ consent under the Existing Credit Agreement to the Amendment.

Section 5. Fees.

As consideration for our commitments and other obligations hereunder and our agreement to perform the services described herein, you agree to pay (or to cause to be paid) to us the fees set forth in this Commitment Letter, the Fee Letter and the Agent Fee Letter dated the date hereof among the parties hereto (such fee letters, as further amended, amended and restated, supplemented or otherwise modified, collectively, the “Fee Letter”). The terms of the Fee Letter are an integral part of our commitments and other obligations hereunder and our agreement to perform the services described herein and constitute part of this Commitment Letter for all purposes hereof. Each of the fees described in this Commitment Letter and the Fee Letter shall be nonrefundable when paid except as expressly agreed.

Section 6. Indemnification.

The Company shall indemnify and hold harmless each Commitment Party, its affiliates, and each Commitment Party’s and such affiliates’ respective directors, officers, employees, agents, trustees, representatives, attorneys and advisors and their respective successors and permitted assigns (each, a “Protected Party”) from and against any and all claims (including, without limitation, shareholder actions), damages, losses, liabilities and expenses (including, without limitation, reasonable and documented out-of-pocket fees and disbursements of one primary counsel for the Protected Parties, taken as a whole, one additional counsel to each group of similarly situated Protected Parties as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary), that may be incurred by or asserted or awarded against any Protected Party (including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this Commitment Letter, the Fee Letter or the Operative Documents, the Transactions or the transactions contemplated hereby or thereby or any use of the proceeds thereof (any of the foregoing, a “Proceeding”), except to the extent such claim, damage, loss, liability or expense is (i) found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Protected Party’s (or its Related Parties’) bad faith, gross

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negligence or willful misconduct or material breach of this Commitment Letter or (ii) the result of any Proceeding that is not the result of an act or omission by you or any of your affiliates and that is brought by any Protected Party against any other Protected Party (other than any claims against any Commitment Party in its capacity or in fulfilling its role as Arranger, administrative agent or any similar role under any Facility). In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, any of its affiliates, security holders or creditors, a Protected Party or any other person, or a Protected Party is otherwise a party thereto and whether or not the Transactions are consummated. “Related Party” of a Protected Party means (a) any of such Protected Party’s directors, officers or employees or (b) any of such Protected Party’s agents, trustees, representatives, attorneys, consultants or advisors, in each case acting at the instructions of, or for the benefit of, such Protected Party.

In no event shall any party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings); provided that nothing contained in this paragraph shall limit your indemnity and reimbursement obligations for such damages awarded to third parties to the extent set forth in the immediately preceding paragraph. The commitments and obligations of the Commitment Parties hereunder and under the Fee Letter are several and not joint, and no Commitment Party shall be liable on any theory of liability to you or any other person for the actions or omissions of any other Commitment Party.

You agree that, without our prior written consent, neither you nor any of your subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provision of this Commitment Letter (whether or not we or any other Protected Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Protected Party from all liability arising out of such claim, action or proceeding and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Protected Party.

The Company acknowledges that information and other materials relative to the Operative Documents and the Transactions may be transmitted through the Platform. No Protected Party will be liable to the Company or any of its affiliates or any of its security holders or creditors for any damages arising from the use by unauthorized persons of information or other materials sent through the Platform that are intercepted by such persons, except to the extent such liability is determined by a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Protected Party’s bad faith, gross negligence or willful misconduct.

Section 7. Costs and Expenses.

The Company shall pay, or reimburse the Commitment Parties on demand for, all reasonable and documented out-of-pocket costs and expenses incurred by the Commitment Parties in connection with any Facility, the Transactions and the preparation, negotiation, execution and delivery of this Commitment Letter, the Fee Letter and the Operative Documents, including, without limitation, the reasonable fees, disbursements and other charges of one primary counsel for the Commitment Parties, taken as a whole, one additional counsel to each group of similarly situated persons as required due to actual or reasonably perceived conflicts of interest and local counsel in each material jurisdiction, as necessary; provided that such costs and expenses shall only be payable if the Transactions are consummated and the Closing Date occurs. The Company shall also pay all reasonable and documented out-of-pocket costs and expenses of the Commitment Parties (including, without limitation, the reasonable fees, disbursements and other charges of one primary counsel for the Commitment Parties, taken as a whole, one additional counsel to each group of similarly situated persons as required due to actual or reasonably perceived conflicts of

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interest and local counsel in each material jurisdiction, as necessary) incurred by the Commitment Parties in connection with the enforcement of any of their rights and remedies hereunder. You acknowledge that we may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

Section 8. Confidentiality.

The Company agrees that this Commitment Letter and the Fee Letter are for its confidential use only and that neither their existence nor the terms hereof or thereof will be disclosed by it to any person other than its parent entities, subsidiaries and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of HGVI and its subsidiaries (the “Borrower Representatives”), and then only on a confidential and “need to know” basis in connection with the transactions contemplated hereby; provided, however, that the Company may disclose this Commitment Letter and the contents hereof and thereof: (a)(i) as may be compelled or requested in a judicial or administrative proceeding, action or process or pursuant to the order or request of any court or administrative agency or upon the request or demand of any regulatory authority, (ii) as otherwise required by applicable law, regulation or governmental request or (iii) in any required (as reasonably determined by the Company) filings with the Securities and Exchange Commission and to the extent required by applicable regulatory authorities or stock exchanges (but, in the case of this clause (iii), not the Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (b) to ▇▇▇▇▇’▇ or S&P in connection with obtaining a rating of the Senior Unsecured Bridge Facility, the Senior Unsecured Notes and/or the Term Facility (but not the Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (c) to HGVI, Holdings and their respective subsidiaries and controlling persons and the officers, directors, employees, managers, members, partners, accountants, attorneys and other advisors of any of the foregoing who are directly involved in the consideration of this matter (together with an unredacted copy of the Fee Letter), in each case on a confidential and “need to know” basis in connection with the transactions contemplated hereby; (d) in syndication or other marketing materials relating to any Facility (but not the Fee Letter or the contents thereof, except as part of generic disclosure of aggregate sources and uses with respect to the Transactions); (e) on a confidential basis to any prospective Additional Arranger or affiliate thereof (including the Fee Letter after this Commitment Letter and the Fee Letter have been accepted by you); (f) to the Sellers, the Target and their respective officers, directors, employees, attorneys, accountants, agents and advisors, on a confidential basis (and you may disclose an unredacted copy of the Fee Letter and the contents thereof); (g) to HGVI, the Company and their respective affiliates’ accountants for customary audit or accounting purposes; (h) in connection with the exercise of any rights or remedies or (i) with our prior written consent. Your obligations under this paragraph shall automatically terminate on the earlier of (x) the date occurring 24 months after the date hereof and (y) the date that is 12 months after the termination of this Commitment Letter in accordance with its terms.

Each Commitment Party, on behalf of itself and its affiliates, agrees that it will use all confidential information provided to it or its affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Commitment Party from disclosing any such information (a) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental authority (in which case such Commitment Party, to the extent permitted by law and except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, agrees to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates, (c) to the extent that such information becomes publicly available other than by reason of disclosure by any Commitment Party or

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any of its affiliates in violation of this paragraph, (d) to the extent that such information is received by any Commitment Party or its affiliates from a third party that is not, in each case to such Commitment Party’s knowledge, (i) in such third party’s possession illegally or as a result of a violation of this paragraph or (ii) subject to confidentiality obligations to you, HGVI or your or any of its subsidiaries, (e) to the extent that such information is independently developed by any Commitment Party or its affiliates, (f) to any of the Commitment Parties’ affiliates and any of their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with any Facility and are informed of the confidential nature of such information, (g) to prospective Lenders, participants or assignees of obligations under any Facility, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) to ▇▇▇▇▇’▇ or S&P in connection with obtaining a rating of the Senior Unsecured Bridge Facility, the Senior Unsecured Notes and/or the Term Facility in consultation and coordination with you, (i) for the purposes of establishing any appropriate defense or in connection with the exercise of any rights or remedies or (j) to service providers to the Arrangers and the Lenders in connection with the administration and management of any Facility and, after the Closing Date, to market data collectors and similar services providers to the lending industry; provided that such information is limited to the existence of this Commitment Letter and the Facilities and the Amendment and the terms of the Facilities and the Amendment customarily provided to such service providers. The Commitment Parties’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Operative Documents upon the execution and delivery thereof and, in the event the Operative Documents have not been executed and delivered, shall expire on the date occurring 24 months after the date hereof.

You acknowledge that neither any of the Commitment Parties nor any of their affiliates provide accounting, tax or legal advice. You further acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other persons in respect of which you, HGVI and your and its affiliates may have conflicting interests regarding the transactions described herein and otherwise. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. As you know, the Commitment Parties are full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Commitment Parties and their respective affiliates actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of HGVI, the Company and other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. The Commitment Parties or their affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, HGVI and its subsidiaries or other companies which may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof. The Company acknowledges that BANA, an affiliate of BofA Securities, currently is acting as administrative agent and a lender under the Existing Credit Agreement and the Company’s and its affiliates’ rights and obligations under any other agreement with BofA Securities or any of its affiliates (including the Existing Credit Agreement) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by BofA Securities’ performance or lack of performance of services hereunder. The Company further acknowledges that an affiliate of DBSI currently is acting as a lender under the Existing Credit Agreement and the Receivables Loan Agreement, dated as of December 16, 2016 (as amended, restated, amended and restated

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or otherwise modified from time to time, the “DB Warehouse Agreement”), by and among Diamond Resorts DB Borrower LLC, as borrower, ▇▇▇▇▇ Fargo Bank, National Association, as collateral agent, paying agent and securities intermediary, the persons from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents and DBSI, as administrative agent and as structuring agent, and the Company’s and its affiliates’ rights and obligations under any other agreement with DBSI or any of its affiliates (including the Existing Credit Agreement and the DB Warehouse Agreement) that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by DBCI’s or DBSI’s performance or lack of performance of services hereunder.

Section 9. Representations and Warranties.

The Company represents and warrants (which representation and warranty, in the case of any information relating to the Target and its subsidiaries prior to the Acquisition, is to the best of the Company’s knowledge) that all written information, other than Projections (as defined below), other forward-looking information and information of a general economic or industry-specific nature, that has been or will hereafter be made available to any of the Commitment Parties, any Lender or any potential Lender by or on behalf of the Company or any of its representatives (the “Information”) is and will be, when furnished, true and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were or are made (after giving effect to all supplements and updates thereto provided prior to the earlier of the Closing Date and the Syndication Date) and all financial projections, if any, that have been or will be prepared by or on behalf of the Company or any of its representatives and made available to any of the Commitment Parties, any Lender or any potential Lender (the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made available (it being understood that such Projections are as to future events and are not to be viewed as facts, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material, that such Projections are subject to significant uncertainties and contingencies many of which are beyond your control, and that no assurance can be given that the projected results will be realized). If, at any time from the date hereof until the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you agree to (or, prior to the Closing Date, with respect to Information and Projections relating to the Target and its subsidiaries, use your commercially reasonable efforts to) promptly supplement the Information and/or Projections so that the representations and warranties contained in this paragraph remain true and correct in all material respects under those circumstances. For the avoidance of doubt, the accuracy of the representations and warranties in this Section 9, in and of itself, shall not be a condition to the obligations of the Commitment Parties hereunder or the funding of the Facilities.

In arranging and syndicating the Facilities and arranging the Amendment, the Commitment Parties will be entitled to use, and to rely on the representations and warranties in the preceding paragraph relating to, any information furnished to us by or on behalf of the Company and its affiliates without responsibility for independent verification thereof.

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Section 10. Assignments.

The Company may not assign or delegate any of its rights or obligations under this Commitment Letter or the Fee Letter without our prior written consent, and any attempted assignment without such consent shall be null and void. No Commitment Party may assign or delegate any of its rights or obligations under this Commitment Letter or its commitment hereunder (except to one or more of its designated affiliates) other than as expressly permitted hereunder without the Company’s prior written consent.

Section 11. Amendments.

Neither this Commitment Letter nor the Fee Letter may be amended or any provision hereof waived or modified except by an instrument in writing signed by the Company and each party hereto or thereto, as applicable.

Section 12. Governing Law, Etc.

This Commitment Letter (and any claim, controversy or dispute arising under or related to any of the foregoing, whether based on contract, tort or otherwise) shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflicts of law principles which would result in the application of the laws of another state; provided, however, that (i) the interpretation of the definition of Company Material Adverse Effect (and whether a Company Material Adverse Effect has occurred) for purposes of the condition in clause (a) of the first sentence of Section 3 above relating to the occurrence of a Company Material Adverse Effect and (ii) the determination of the accuracy of any Acquisition Agreement Representations and whether as a result of any inaccuracy thereof the Company (or any of its affiliates) have the right to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement, as applicable, in each case shall be governed by, and construed in accordance with, the laws of the State of Delaware (excluding conflict of laws rules and principles to the extent that to do so would result in the application of the laws of another jurisdiction).

Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or any of their affiliates in the negotiation, performance or enforcement of this Commitment Letter, the Fee Letter or the Operative Documents.

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York, Borough of Manhattan or if under applicable law jurisdiction is vested in Federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof), over any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, the Operative Documents, the transactions contemplated hereby or thereby or the actions of the parties hereto or thereto or any of their affiliates in the negotiation, performance or enforcement of this Commitment Letter, the Fee Letter or the Operative Documents, and agrees that all claims in respect of any such action or proceeding shall be brought, heard and determined only in such New York State court or, to the extent permitted by law, in such federal court. Service of any process, summons, notice or document by registered mail addressed to any such party shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction such party is or may be subject by suit upon judgment.

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Each of the parties hereto agrees that, (i) this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Operative Documents by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Facilities is subject to the Exclusive Funding Conditions and (ii) the Fee Letter is a binding and enforceable agreement of the parties thereto with respect to the subject matter set forth therein.

Section 13. Payments.

All payments under this Commitment Letter and the Fee Letter will, except as otherwise provided herein, be made in U.S. Dollars in New York, New York and shall be without set off or counterclaim.

Section 14. Miscellaneous.

This Commitment Letter and the Fee Letter contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. Section headings herein are for convenience only and are not a part of this Commitment Letter. This Commitment Letter and the Fee Letter are solely for the benefit of the parties hereto and thereto (and Indemnified Persons, to the extent set forth in Section 6), and no other person shall acquire or have any rights under or by virtue of this Commitment Letter or the Fee Letter. This Commitment Letter is not intended to create a fiduciary relationship among the parties hereto, and the Company waives, to the fullest extent permitted by law, any claims it may have against any of the Commitment Parties or any of their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Commitment Letter and agrees that none of the Commitment Parties or any of their affiliates shall have any liability (whether direct or indirect) to the Company or any of its affiliates in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of the Company or any of its affiliates. Any and all services to be provided by any of the Commitment Parties hereunder may be performed, and any and all rights of any of the Commitment Parties hereunder may be exercised, by or through any of such Commitment Party’s affiliates and branches, and, in connection with the provision of such services, each Commitment Party may exchange with such affiliates and branches information concerning the Company or any of its affiliates and the other companies that may be the subject of the transactions contemplated by this Commitment Letter and, to the extent so employed, such affiliates and branches shall be entitled to the benefits afforded to the Commitment Parties hereunder, subject to the confidentiality provisions herein.

The indemnification, compensation (if applicable), reimbursement, sharing of information, absence of fiduciary relationships, jurisdiction, governing law, venue, service of process, waiver of jury trial, syndication and confidentiality provisions (except to the extent expressly set forth herein) contained herein and in the Fee Letter shall remain in full force and effect regardless of whether the Operative Documents shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Commitment Parties’ commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the later of the Closing Date and the Syndication Date and (b) confidentiality) shall automatically terminate and be superseded by the provisions of the Operative Documents upon the initial funding thereunder, in each case solely to the extent covered thereby with retroactive application to the date hereof. You shall have the right to terminate this Commitment Letter and the commitments of the Initial Lenders hereunder (or any portion thereof pro rata among the Initial Lenders) at any time upon written notice to the Initial Lenders from you, other than with respect to your surviving obligations as set forth above.

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We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), we and the other Lenders may be required to obtain, verify and record information that identifies each borrower and each guarantor under the Operative Documents, which information includes the name, address and tax identification number and other customary information regarding any such borrower or guarantor that will allow us and the other Lenders to identify any such borrower or guarantor in accordance with the Patriot Act or the Beneficial Ownership Regulation, as applicable. We and the other Lenders may also request corporate formation documents, or other forms of identification, to verify the information provided. This notice is given in accordance with the requirements of the Patriot Act and is effective as to each Lender. You hereby acknowledge and agree that the Commitment Parties shall be permitted to share any or all such information with the Lenders.

If any term, provision, covenant or restriction contained in this Commitment Letter is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

This Commitment Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (in .pdf format) will be effective as delivery of a manually executed counterpart hereof. This Commitment Letter may be in the form of an Electronic Record (as defined herein) and may be executed using Electronic Signatures (as defined herein) (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Commitment Parties of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. Upon the request of any Commitment Party any Electronic Signature shall be promptly followed by a manually executed, original counterpart. “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Commitment Letter.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning executed counterparts to this Commitment Letter and the Fee Letter to Bank of America, Deutsche Bank and Barclays at or before 11:59 p.m. (New York City time) on March 10, 2021. If you do not return such executed counterparts prior to the date and time provided above, the commitment and other obligations of the Commitment Parties set forth in this Commitment Letter will automatically terminate.

[Signature Pages Follow]

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[SIGNATURE PAGE TO PROJECT ODYSSEY COMMITMENT LETTER]

[SIGNATURE PAGE TO PROJECT ODYSSEY COMMITMENT LETTER]

[SIGNATURE PAGE TO PROJECT ODYSSEY COMMITMENT LETTER]

[SIGNATURE PAGE TO PROJECT ODYSSEY COMMITMENT LETTER]

Exhibit A

to

Commitment Letter

Transactions Description

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit A is attached or in the other Exhibits to such letter agreement, as applicable. The following transactions are referred to herein collectively as the “Transactions”.

The Company intends to acquire (the “Acquisition”), directly or indirectly, all of the outstanding capital stock of, or, directly or indirectly merge with, the company previously identified to us as “Diamond” (the “Target”) pursuant to the Acquisition Agreement (as defined below). In connection with the foregoing, it is intended that:

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A-2

Exhibit B

to

Commitment Letter

$675,000,000 Senior Unsecured Bridge Facility

Summary of Principal Terms and Conditions

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit B is attached or in the other Exhibits to such letter agreement, as applicable.

B-1

B-2

B-3

B-4

B-5

B-6

B-7

ANNEX B-I

Senior Unsecured Term Loans

Annex B-I—1

ANNEX B-II

Senior Unsecured Exchange Notes

Annex B-II—1

Annex B-II—2

Annex B-II—3

Exhibit C

to

Commitment Letter

$800,000,000 Backstopped Revolving Credit Facility

$1,300,000,000 Term Loan Facility

Summary of Principal Terms and Conditions

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit C is attached or in the other Exhibits to such letter agreement, as applicable.

C-1

C-2

C-3

C-4

C-5

C-6

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C-8

C-9

C-10

C-11

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C-19

C-20

C-21

C-22

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C-24

C-25

ANNEX C-I

Annex C-I—1

Annex C-I—2

Exhibit D

to

Commitment Letter

Summary of Amendment

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit D is attached or in the other Exhibits to such letter agreement, as applicable.

The Amendment shall not become effective until the Acquisition has been or concurrently therewith is consummated, and shall include the following changes to the Existing Credit Agreement:

1. Modify Section 7.03 of the Existing Credit Agreement to permit (i) the assumption of the indebtedness of the Target and its subsidiaries that will remain outstanding after giving effect to the Transactions, (ii) the incurrence of the Senior Unsecured Notes and/or Senior Unsecured Bridge Loans (as applicable), and the Term Facility (provided that the Term Facility shall be incurred under a separate credit agreement than the Existing Credit Agreement as amended by the Amendment unless otherwise mutually agreed by the Company and the Arrangers) and (iii) any permitted refinancing of any of the foregoing.

2. Modify Section 7.02 of the Existing Credit Agreement to permit the Transactions.

3. Modify Section 7.01 of the Existing Credit Agreement to permit (i) the assumption of the secured indebtedness of the Target and its subsidiaries that is contemplated to remain outstanding pursuant to the terms of the Acquisition Agreement and will remain outstanding after giving effect to the Transactions, (ii) the incurrence of Liens securing the Term Facility (including that the Term Facility be secured under the same collateral documents that secure the Existing Credit Agreement) and (iii) any permitted refinancing of any of the foregoing.

4. Modify Section 7.11 of the Existing Credit Agreement to be consistent with the Financial Covenants (as defined in Exhibit C) set forth under the heading “Financial Covenants” in Exhibit C hereto; provided that the minimum liquidity covenant set forth in Section 7.11(c) of the Existing Credit Agreement shall continue to apply during the Waiver Period, but the required minimum liquidity will be increased to $250 million from $175 million.

5. Modify the Existing Credit Agreement to permit Limited Condition Transactions (as defined in Exhibit C) as set forth under the heading “Limited Condition Transaction” in Exhibit C hereto.

6. Modify Section 5.05(c) of the Existing Credit Agreement to change the date of “December 31, 2015” to “December 31, 2020.”

It is understood and agreed that (x) all restrictions applicable during the Waiver Period pursuant to the Existing Credit Agreement, including, without limitation, the highest pricing tier and minimum liquidity covenant (subject to the modification thereto pursuant to paragraph 3 above), and (y) other than with respect to the changes set forth in this Exhibit D, the dollar baskets and thresholds set forth in the Existing Credit Agreement as of the date hereof, in each case shall continue to apply during the Waiver Period.

D-1

Exhibit E

to

Commitment Letter

Summary of Additional Conditions Precedent

All capitalized terms used herein but not defined herein shall have the meanings provided in the letter agreement to which this Exhibit E is attached or in the other Exhibits to such letter agreement, as applicable. The initial borrowings under each Facility shall be subject to the Limited Conditionality Provision in all respects and the following additional conditions precedent:

1. The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under any Facility, in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended or waived in any material respect by the Company or any of its affiliates, nor shall the Company or any of its affiliates have given a material consent thereunder, in each case in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that any change, amendment, waiver or consent in respect of (x) the definition of “Company Material Adverse Effect” contained in the Acquisition Agreement or (y) Section 7.3(f) of the Acquisition Agreement shall be deemed to be materially adverse to the Lenders); provided that (a) any amendment, waiver or consent which results in a reduction in the purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders to the extent it is applied to reduce the amount of commitments in respect of the Senior Unsecured Bridge Facility and the Term Facility ratably and (b) any increase in purchase price for the Acquisition shall not be deemed to be materially adverse to the Lenders, to the extent such increase is not funded with any indebtedness (other than the Facilities).

2. The Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date (or in all respects, if separately qualified by materiality).

3. Subject to the Limited Conditionality Provisions, the Arrangers shall have received customary legal opinions, customary corporate documents and officers’ certifications; customary notices of borrowing; organizational documents; customary evidence of authorization to enter into the Operative Documents; and good standing certificates in jurisdictions of formation/organization (to the extent such a certificate exists in the applicable jurisdiction), in each case of the Company and the Guarantors. Each of the Agents shall have received a solvency certificate from the chief financial officer (or other comparable financial officer) of the Company substantially in the form attached as an exhibit to the Existing Credit Agreement.

4. All fees required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter and out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter (to the extent invoiced at least three business days prior to the Closing Date) shall, upon the initial borrowing under the Facilities, have been paid.

5. Each of the Agents shall have received, at least three business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, that such Agent has requested at least ten business days prior to the Closing Date.

E-1

6. The Arrangers shall have received (a) (i) the audited consolidated balance sheets and related statements of operations, stockholder’s equity and cash flows of HGVI as of and for the three (3) most recently completed fiscal years ended at least 90 days prior to the Closing Date and (ii) the unaudited condensed consolidated balance sheets and related statements of operations, stockholder’s equity and cash flows of HGVI as of and for each fiscal quarter ended after December 31, 2020 and at least 45 days prior to the Closing Date (but, excluding the fourth quarter of any fiscal year) (and the comparable period in the prior fiscal year), in each case prepared in accordance with GAAP (including footnotes thereto); provided that the Arrangers acknowledge receipt of the audited financial statements of HGVI for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020, (b) (i) the audited consolidated balance sheets and related statements of income, retained earnings, stockholder’s equity and changes in financial position of the Target as of and for the two (2) most recently completed fiscal years ended at least 90 days prior to the Closing Date and (ii) the unaudited consolidated balance sheets and related statements of income, retained earnings, stockholder’s equity and changes in financial position of the Target as of and for each fiscal quarter ended after December 31, 2019 and at least 45 days prior to the Closing Date (but, excluding the fourth quarter of any fiscal year) (and the comparable period in the prior fiscal year), in each case prepared in accordance with GAAP (including footnotes thereto); provided that the Arrangers acknowledge receipt of the audited financial statements of the Target for the fiscal years ended December 31, 2018 and December 31, 2019 and the unaudited financial statements for the Target for the fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and (c) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of HGVI as of and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of HGVI pursuant to clause (a) above have been delivered, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of operations), without any requirement to reflect therein adjustments for purchase accounting.

7. (i) One or more investment banks (collectively, the “Investment Banks”) shall have been engaged pursuant to an engagement letter dated as of the date hereof to privately place the Senior Unsecured Notes, and such Investment Banks each shall have received, not later than 12 consecutive Business Days prior to the Closing Date (such period prior to the Closing Date, the “Marketing Period”), a preliminary offering memorandum or preliminary private placement memorandum for the Senior Unsecured Notes (the “Offering Document”) suitable for use in a customary “high-yield road show” relating to the Senior Unsecured Notes in a form customary for senior unsecured Rule 144A-for-life offerings (except for portions thereof and information that would customarily be provided by the Investment Banks and parts of which, including with respect to the “description of notes”, the Investment Bank’s or its advisors’ cooperation is required for them to complete, provided that the Company shall have used its commercially reasonable efforts to cause them to be complete), which contains all financial statements, pro forma financial statements, business and other data with respect to HGVI, the Company and the Target customarily included therein (including all audited financial statements, all unaudited financial statements and, in the case of unaudited financial statements, reviewed by applicable independent accountants as provided in Statement on Auditing Standards No. 100, in each case with respect to each of the Company and the Target), necessary for the Investment Banks to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) in connection with the offering of such debt securities from each of HGVI’s and the Target’s independent accountants, along with drafts of the applicable comfort letters which such independent accountants are prepared to deliver upon the “pricing” of any offering of the Senior Unsecured Notes following completion of customary procedures, which Offering Document shall be updated by the Company from time to time during the Marketing Period as necessary to meet the requirements of the foregoing so long as the Marketing Period has not been completed, and (ii) the Investment Banks shall have been afforded a period of at least 12 consecutive Business Days following receipt of an Offering Document including the information described in clause (i) to seek to place the Senior Unsecured Notes; provided that, (x) May 28, 2021, July 2, 2021 and November 26, 2021 shall not constitute Business Days for purposes of the Marketing Period and (y) notwithstanding anything to the contrary herein, if the Marketing Period has not been completed on or prior to August 23, 2021, the Marketing Period shall not commence until September 7, 2021.

E-2

8. The Refinancing shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under the Facilities.

9. With respect to the Senior Facilities, subject to the Limited Conditionality Provision, to the extent required by the Operative Documents, all documents and instruments required to create and perfect the Senior Facilities Agent’s security interests in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing.

E-3